Ltd (UEN201931733Z) (“ADH”) from time to time which relate to the ADH platform (“asiadealhub.com ”).
Application and Acceptance of the Terms
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
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
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.
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
Provision of Services
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.
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”).
ADH may initiate, change, impose conditions to, suspend, or stop any Service (or any
features within a Service) without prior notice.
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.
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
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.
personal data in the possession of ADH.
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.
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.
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.
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.
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.
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.
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
Each Member represents, warrants and agrees that:
It has full power and authority to
Its access and use the Site and Services will be for commercial purposes
The address it provided when registering is its principal place of
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.
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
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.
Each Member further represents, warrants and agrees that any User Content it submits
be true, accurate, complete and lawful.
not be false, misleading or deceptive.
not contain information that is defamatory, libelous, threatening or harassing,
obscene, objectionable, offensive, sexually explicit or harmful to minors
not contain information that is discriminatory or promotes discrimination based
race, sex, religion, nationality, disability, sexual orientation or age.
not violate any applicable laws and regulations (including those governing
control, consumer protection, unfair competition, or false advertising) or
activities which may violate any applicable laws and regulations.
not contain any link directly or indirectly to any other web site which includes
Each Member further represents, warrants and agrees that it shall:
carry on its activities on the Site in compliance with any applicable laws and
conduct its business transactions with other users of the Site in good faith.
carry on its activities in accordance with the Terms and any applicable
not use the Services or Site to defraud any person or entity (including sale of
stolen items, use of stolen credit/debit cards).
not impersonate any person or entity, misrepresent itself or itsaffiliation with
person or entity.
not engage in spamming or phishing.
not engage in any other unlawful activities (including those which would
a criminal offence, give rise to civil liability, etc) or encourage or abet any
not involve attempts to copy, reproduce, exploit or expropriate ADH’s various
proprietary directories, databases and listings.
not involve any computer viruses or other destructive devices and codes that
the effect of damaging, interfering with, intercepting or expropriating any
hardware system, data or personal information.
not involve any scheme to undermine the integrity of the data, systems or
used by ADH and/or any User of the Site or gain unauthorized access to such
systems or networks.
not, and your director(s), officer(s), controlling party/ies, affiliates and
jurisdiction in which any of the foregoing persons or entities is organized or
operations are not, persons or entities that are subject to any economic or
sanctions of any governmental, international or regulatory entities.
not engage in any activities that would otherwise create any liability for ADH
Members may not use the Site, Services or member account to engage in activities which
are identical or similar to ADH’s business.
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.
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
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.
Breaches by Members
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
otherwise found inappropriate in ADH’s sole discretion.
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.
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.
ADH has reasonable grounds to suspect that such Member has used false or
misleading information in any transaction with a counter party.
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
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.
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
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.
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
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.
Transactions Between Buyers and Sellers
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.
Members are hereby made aware that there may be risks of dealing with people acting
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.
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.
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.
Each Member agrees to provide all information and materials as may be reasonably
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.
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.
Limitation of Liability
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.
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
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.
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.
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
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
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.
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.
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
the use or the inability to use the Site or Services.
any defect in goods, samples, data, information or services purchased or
from a User or any other third party through the Site or Services.
violation of Third Party Rights or claims or demands that User's manufacture,
importation, exportation, distribution, offer, display, purchase, sale and/or
products or services offered or displayed on theSite or through the Services may
or may be asserted to violate Third Party Rights; or claims by any party that
entitled to defense or indemnification in relation to assertions of rights,
claims by Third Party Rights claimants.
unauthorized access by third parties to data or private information of any
statements or conduct of any User of the Site or Services.
any matters relating to the Site or Services, however arising, including
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 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.
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.
Intellectual Property Rights
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
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.
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.
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
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
Is or becomes public information other than as a direct or indirect result
Is identified in writing at the time of delivery as non-confidential;
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.
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.
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:
ADH is able to demonstrate that communication, whether in physical or electronic
form, has been sent to such User, or
immediately upon ADH posting such notice on an area of the Site that is publicly
accessible without charge.
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.
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.
ADH and you are independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created by the
shall be deleted and the remaining provisions shall remain valid and be enforced.
Headings are for reference purposes only and in no way define, limit, construe or
describe the scope or extent of such clause.
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.
(including any affiliates of ADH). You may not assign, in whole or part, the Terms of
any person or entity.
of Use hereby submit to the exclusive jurisdiction of the Singapore courts.