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Terms of Use

GENERAL TERMS OF USE

(A) Your access and/or use of this website provided by us, as well as the services, content and/or features offered on this website (the “Platform”) is governed by these terms and conditions (“General Terms”).


(B) Please note that we are not registered or licensed to provide, nor do we claim to provide, financial services of any kind in Singapore or elsewhere and therefore we and the Platform are not regulated in Singapore by the Monetary Authority of Singapore (“MAS”) or elsewhere by any similar regulatory authority.


(C) Depending on how you use the Platform, you may also be subject to further terms and conditions as a condition of your use of the Platform (“Specific Terms”). Your obligations under the Specific Terms (as applicable) are in addition to your other obligations under these General Terms. Where the relevant Specific Terms conflict with or are otherwise inconsistent with these General Terms, the relevant Specific Terms shall prevail to the extent that such conflict or inconsistency relates to the subject matter of the relevant Specific Terms. In this regard, the Specific Terms shall comprise one or more of the following, as set out below:

  • (i) If you intend to host community pages and forum discussions, the Specific Terms Applicable to Partner Hosts;
  • (ii) If you intend to explore donation and funding opportunities listed on the Platform as a donor / funder, the Specific Terms Applicable to Registered Users; and
  • (iii) If you intend to list your impact project and/or impact fund on the Platform, the Specific Terms Applicable to Projects.

(D) To be clear, these General Terms and the Specific Terms (as applicable) together constitute the “Agreement”. We may change or update the Agreement from time to time by written notice to you, which we may deliver by email, the Platform or other means.


(E) PLEASE READ THE AGREEMENT CAREFULLY. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THE AGREEMENT AS AMENDED BY US FROM TIME TO TIME. THESE GENERAL TERMS SHALL APPLY TO YOU EVEN IF YOU HAVE NOT CREATED AN ACCOUNT, LOGGED IN TO YOUR ACCOUNT OR BECOME A REGISTERED USER OF THE PLATFORM. IF YOU DO NOT AGREE WITH THESE GENERAL TERMS, OR ARE INELIGIBLE TO ACCESS AND/OR USE THE PLATFORM, PLEASE STOP ALL ACCESS OR USE OF THE PLATFORM IMMEDIATELY.


INTERPRETATION

In this Agreement, unless the context requires otherwise:

  • (a) “Account” means any form of access, authentication, and identification credential (including without limitation any digital certificate, electronic key and/or form of electronic identification), or any combination of them (including but not limited to any username, password or other login identification name or information) which is accepted, issued or required by or on behalf of CAMPL for you to access the Platform;
  • (b) “CAMPL”, “us”, “we” or “our” and the like refers to Co-Axis Marketplace Pte. Ltd.;
  • (c) “Claim” means any claim, action, application, demand, proceeding, threat or any other similar claim;“
  • (d) "Losses” means all losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), penalties, fines, charges, fees, expenses, actions, proceedings, damages, Claims, demands and other liabilities, whether foreseeable or not, and “Loss” means any of them;
  • (e) “Partner Host” means the third party entity who publishes content on its own page (“Partner Page”) on the Platform or hosts forum discussions on its Partner Page on the Platform, and includes a Project;
  • (f) “Project” means an Impact Opportunity or Impact Fund (as defined in the Specific Terms Applicable to Projects) listed on the Platform according to the eligibility criteria that CAMPL decides in its sole and absolute discretion;
  • (g) “Registered Users” means collectively, users who have been registered on the Platform as Registered Donor Users, Registered Philanthropists Users, Registered CO Users, Registered NPO Users, or any other groups of users as may be added from time to time (each as defined in the Specific Terms Applicable to Registered Users);
  • (h) “Responsible Person” means any director, shareholder, manager or any person responsible for the management of the business, activities and/or portfolio of the Impact Opportunity and/or Impact Fund, which includes but is not limited to the Fund Manager of an Impact Fund (as defined in the Specific Terms Applicable to Projects);
  • (i) “Third Party Provider” means any other third party entity who provides services, content and/or features offered on the Platform, including without limitation Partner Hosts and Projects;
  • (j) “you” (and its cognates) or “user” means the user of the Platform, which includes without limitation, any person who accesses the Platform, opens an Account with us, Registered Users and any Third Party Provider;
  • (k) a reference to “Platform” shall include all works, information and materials (including but not limited to documents, policies, data, descriptions, names, logos, graphics, images, software, source codes, application programming interfaces, music, audio files or other sounds, photographs, videos, test environments, and images) which we may deploy or use in connection with the Platform and/or the services, content and/or features offered on it;
  • (l) the headings are inserted for convenience only and shall not affect the construction of the Agreement;
  • (m) the term “person” shall include any individual, company, or association or body of persons, regardless of whether they are corporate or incorporate;
  • (n) unless the context otherwise requires, words in the singular shall include the plural and vice versa and words in a specific gender shall include the other genders (male, female or neuter); and
  • (o) capitalised terms used without definition in any Specific Terms shall have the same meaning as they do in these General Terms.

OPENING AN ACCOUNT ON THE PLATFORM

2.1 To access and/or use the Platform, you may be required to register an Account with us which may be through the Platform or such other means that we may specify.


2.2 We may review, evaluate, approve and/or reject your registration and make all decisions in connection with your Account and determine the terms and conditions for registration (including criteria, requirements, procedures or policies) in our sole and absolute discretion. Our decisions shall be final and binding on you, and we are not obliged to provide our reasons or any information in connection therewith.


2.3 At any point in time, we have the right to ask you, as a condition for registering or maintaining the Account, to provide any supporting document and other information or assistance as we consider necessary.


2.4 Even if you successfully create an Account, your access to and/or use of certain parts of the Platform may be restricted and may depend on whether you meet certain requirements that we may impose.


2.5 You shall ensure that all information provided to us is and remains true and accurate, and that you have not left out any relevant information. You must inform us in writing of any changes to any information or particulars submitted to us or if said information or particulars become incorrect or incomplete.


2.6 In registering an Account with us, you represent and warrant that:

  • (a) you have the legal authority to create a legally binding obligation between yourself and us;
  • (b) if you are:
    • (i) an individual, you are of full age and sound mind;
    • (ii) a corporation, organisation or a business, you are duly organised and validly existing under the laws in which you are incorporated or established; or
    • (iii) an individual and are creating an Account for a corporate / business entity or an organisation, that you are an agent for and act on behalf of the corporate / business entity or organisation and that you have the legal authority to create a legally binding obligation between the said corporate / business entity or organisation, and us; and
  • (c) all information provided by you in connection with such registration is complete, true and accurate.

2.7 You agree that:

  • (a) you are solely responsible and liable for any Account which we may provide to you from time to time, and for any communications, transactions and activities originating from, occurring under, referable to, or conducted through your Account;
  • (b) you shall only access and/or use the Platform through your Account;
  • (c) you shall safeguard your Account, including your credentials and password(s), which you shall not reveal to any third party, and take all necessary steps to prevent disclosure (whether accidental or otherwise) of your Account to any unauthorised person, including not keeping a record of any Account in a way which may allow any third party to misuse such Account;
  • (d) if you have any reason to believe that the security or confidentiality of your Account has been compromised, you shall immediately inform us, and we may suspend, deactivate or cancel your Account at our sole discretion; and
  • (e) we do not have any obligation to verify the authenticity of any communications, transactions and activities, or the identity of the person accessing, managing or using your Account, and you shall be solely responsible and liable for all Losses and/or consequences that result from or are in connection with your failure to comply with any of the above; and
  • (f) any access and/or use of the Platform, whether authorised or not, from your Account shall be deemed to be your access and/or use of the Account

2.8 We may, at any time, for any reason and without prior notice to you modify, update, terminate or withdraw the Account, and/or any service, content, feature or other aspect of it.


2.9 IF YOU REGISTER FOR AN ACCOUNT AND ACCESS AND/OR USE THIS PLATFORM, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE OR OF THE RELEVANT AGE OF MAJORITY UNDER THE LAW THAT APPLIES TO YOU.


IMPORTANT INFORMATION ABOUT THE PLATFORM

3.1 All content provided on this Platform is intended for use and distribution in accordance with the laws of Singapore. Your suitability and legal ability to access and/or use this Platform is to be determined with reference to Singapore law, and you are responsible for ascertaining whether you qualify as a user. ALL CONTENT ON THIS PLATFORM IS FOR GENERAL INFORMATION ONLY. NOTHING ON THIS PLATFORM IS INTENDED TO BE, AND SHALL NOT BE CONSTRUED AS, INVESTMENT ADVICE NOR AN OFFER OR SOLICITATION, OR PERMITTING ANY OFFER OR SOLICITATION, TO BUY OR SELL ANY SECURITIES, SECURITIES-BASED DERIVATIVES CONTRACTS, UNITS IN A COLLECTIVE INVESTMENT SCHEME, OR OTHER FINANCIAL PRODUCTS. SUCH OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. This Platform and all content herein are intended for access and use only in those jurisdictions and to those persons where and to whom they may be lawfully accessed and used. The Platform does not permit any content, data, information, and/or materials to be published, posted, transferred, distributed, or uploaded on or through this Platform that:

  • (a) constitutes the making of any offer relating to the provision of recoverable grants and/or grants with embedded rights to, subscription for securities issued by, and/or subscription for units in, any Project; or
  • (b) relates to the offer terms or the rights attached to any equity securities, debt securities or units in a fund or any offer to make a loan to any entity or to provide grants which may include embedded rights such as rights to receive options, warrants or other rights to acquire equity securities, and/or contains details of the offer such as the prospectus, offer information memorandum and/or the subscription / application form.

3.2 Your access and/or use of this Platform and all its content, including your participation as a user on this Platform, may be restricted by law in other jurisdictions. WE, AND OUR RELATED CORPORATIONS, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (WHERE APPLICABLE), DO NOT REPRESENT THAT ANY MATERIAL OR INFORMATION CONTAINED IN THIS PLATFORM IS APPROPRIATE FOR USE OR PERMITTED IN ANY JURISDICTION OR COUNTRY WHERE SUCH USE OR DISTRIBUTION WOULD BE CONTRARY TO ANY APPLICABLE LAW OR REGULATION. IT IS YOUR RESPONSIBILITY TO FIND OUT (i) WHAT THOSE RESTRICTIONS ARE AND COMPLY FULLY WITH THEM, AND (ii) HOW YOU MAY USE THIS PLATFORM SUCH THAT YOU WOULD BE IN FULL COMPLIANCE WITH ALL THE APPLICABLE LAWS AND REGULATIONS OF THOSE OTHER JURISDICTIONS. We, and our related corporations, subsidiaries, associates and joint ventures (where applicable), do not represent or warrant in any way that your ability to access this Platform means that the material and information contained on this Platform is appropriate, available, or permitted for use in other jurisdictions. You shall be solely responsible and liable for any Losses arising out of or in connection with your use of this Platform in a manner that does not comply with those laws and restrictions.


3.3 The Platform and its contents, and the Projects listed on it, are not made with regard to specific investment objectives, financial situations, or specific needs of any particular person or class of persons, wherever situated, who may access or rely on them. Our listing of a Project is not an assurance, endorsement or representation by us or of the Project’s soundness, suitability for any purpose, profitability, adequacy or viability. We do not endorse, provide any assurance of, or guarantee any particular Project and we are not obliged to and will not verify or investigate the adequacy, accuracy or completeness of any information, statements or claims (or documents containing the same) that may be made in relation to any Project or their Responsible Persons. Where information on past performance or track record is available in respect of any Project or their Responsible Persons, this is not indicative or conclusive of future results.


3.4 The Platform provides only general information on the Projects listed on the Platform. Nothing on this Platform is intended to be, nor shall it be construed to be, financial, legal, tax, accounting or investment advice. We do not provide, and the provision of such information must not be construed as us providing, financial advice or recommendations in respect of any investment product, including without limitation shares, stocks, bonds, notes, interests, unit trusts, property trusts, mutual funds or other securities, loans, advances, credits or deposits in any jurisdiction.


3.5 You should not rely on the services, content and/or features available through the Platform in relation to any donation, investment decision or transaction that you make. It is your sole responsibility to conduct your own financial, legal, tax, accounting, investment and other due diligence review of the Projects listed on the Platform and determine their suitability to you, and to consider your own legal and regulatory position in the relevant jurisdiction. You are solely responsible for assessing the risks associated with any proposed donation, investment decision or transaction and you accept the risks associated with making your own decisions in respect of any proposed donation, investment or transaction. You shall seek independent advice as necessary from your own financial, legal, tax, accounting, investment or other professional advisers, including but not limited to, advice from a financial adviser as to the suitability of the donation, investment decision or transaction, before making any commitment to any such donation, investment decision or transaction.


YOUR USE OF OUR PLATFORM

4.1 As long as you comply with the Agreement, we grant you a non-exclusive, non-transferable, non-sub-licensable and revocable licence to access and use the Platform.


4.2 You shall not:

  • (a) disassemble, decompile, reverse-engineer, reverse-assemble, attempt to derive the source code of, communicate, copy, rent, lease, sell, assign, transfer, distribute, sub-license, loan, translate, merge, adapt, modify or create derivative works based on the Platform for any purpose;
  • (b) make available the Platform (including object and source code), in any form to any person, or use the Platform on behalf of any such person or for their benefit without our permission;
  • (c) use the Platform in any way or for any purpose that is illegal or inconsistent with the Agreement. This includes but is not limited to harassing, abusing, stalking, threatening, defaming or otherwise infringing or violating the rights of any person, or engaging in any conduct that breaches any applicable law;
  • (d) publish, post, transmit, distribute, or upload any content, data, information, and/or materials on or through this Platform that:
    • (i) would be objectionable for reasons of public interest, public morality, public order, public security, national harmony or where otherwise prohibited by applicable laws;
    • (ii) is or may be a misrepresentation, false, indecent, misleading, incomplete, inaccurate, untruthful, defamatory, threatening, invasive of another person’s privacy, or otherwise unlawful;
    • (iii) is or may in any way be inflammatory, provoking, harmful, abusive, sensitive, or offensive to another person or to a group of persons (whether because of race, ethnicity, nationality, gender, sexual orientation, religion, or otherwise);
    • (iv) advertises or calls attention to any offers or constitutes the making of any offer relating to the provision of recoverable grants and/or grants with embedded rights to, subscription for securities issued by, and/or subscription for units in, any Project;
    • (v) relates to the offer terms or the rights attached to any equity securities, debt securities or units in a fund or any offer to make a loan to any entity or to provide grants which may include embedded rights such as rights to receive options, warrants or other rights to acquire equity securities, and/or contains details of the offer such as the prospectus, offer information memorandum and/or the subscription / application form;
    • (vi) infringes the rights of any third party, including intellectual property rights; and
    • (vii) breaches the terms of the Agreement and/or any additional terms, rules and/or guidelines that may be imposed by us and/or Third Party Providers from time to time; and/or
  • (e) use the Platform in a way that could damage, disable, overburden, impair or compromise it or interfere with another person’s usage or access to the Platform, including but not limited to:
    • (i) attempting to probe, scan, test the vulnerability of or gain unauthorised access to the Platform or to breach or circumvent security measures without being properly authorised to do so;
    • (ii) uploading to, or transmitting through the Platform any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful components, or overloading, “flooding”, “mailbombing” and/or “crashing” the Platform; and/or;
    • (iii) otherwise interfering with or disrupting the integrity of performance of the Platform.

4.3 You consent to us accessing and/or using certain functionalities on your device (and the data stored on it and on any cloud-based or remote storage accounts) to provide access to the Platform to you and for the other purposes set forth in the Agreement.


4.4 We may from time to time, without giving any prior reason or notice, upgrade, modify, suspend or discontinue the provision of the Platform and/or the services, content and/or features on it and we, and our related corporations, subsidiaries, associates and joint ventures (where applicable) shall not be liable if you can no longer access them. You shall remove or delete any services, content and/or features that you may have downloaded from the Platform, and provide confirmation of such removal and/or deletion, if we request as such


4.5 We may deny or restrict access to the Platform by any particular person, block access from any particular Internet address to the Platform, or block your Account at any time without providing any reason or notification


4.6 To meet our legal obligations or carry out your instructions, you authorise us and our related corporations, subsidiaries, associates and joint ventures (where applicable), and any of our respective employees, agents, officials and officers to transfer, disclose, divulge or reveal information relating to you. This Clause shall survive the termination of the Agreement


PLATFORM FEATURES

5.1 The Platform only provides or hosts a digital platform for the relevant users, such as Registered Users and Projects, to share information and connect with each other, subject to the terms of the Agreement.


5.2 We may from time to time offer various services, content and/or features via our Platform, which you can access and use under the terms of the Agreement.


5.3 Such features may include services, content and/or features from Third Party Providers for which we and our related corporations, subsidiaries, associates and joint ventures (where applicable) are not responsible, and our responsibility is to only:

  • (a) facilitate the making available of such service, content and/or feature by Third Party Providers to other users on a pass-through basis; and
  • (b) when reasonably possible, communicate to Third Party Providers reasonable concerns that other users have notified us of in relation to such service, content and/or feature.

5.4 We have the sole and absolute discretion to add or remove any services, content and/or features, and/or to levy fees or charges to access them, and you shall not have any claim or remedy against us and our related corporations, subsidiaries, associates and joint ventures (where applicable) in connection with the foregoing.


USER CONTENT

6.1 You may be permitted to create, transmit, post, publish and/or otherwise make available content on or through the Platform. Such content includes forum posts, thought leadership pieces, articles, information, news, text, audio, videos, photographs, graphics, logos, messages, comments, feedback and suggestions, and information relating to Projects (“User Content”).


6.2 We do not monitor, review or exercise editorial control over User Content, and are not responsible for doing so. We have not verified or approved the information and materials in the User Content, and views expressed by other users on the Platform do not represent our views or values. In particular, the Platform may contain features allowing users (e.g., Partner Hosts) to operate Partner Pages and discussion forums on the Platform that may be accessed or viewed by other users, and we do not have any control over any User Content that may be posted to such pages and forums. You shall comply with all Specific Terms, rules and/or guidelines we and/or Third Party Providers may impose from time to time in connection with such pages and forums


6.3 You must not post any User Content on the Platform that is confidential or proprietary. Any User Content shall be considered to be non-confidential and non-proprietary


6.4 When you submit User Content through the Platform, you agree, warrant and represent that you own that User Content, or that you have obtained all necessary permissions from the owner to use it for all purposes covered under the Agreement, including but not limited to transmitting it to other third party platforms, and adopting or integrating any third party content. You also grant us all licences in User Content as covered under the Agreement.


6.5 We, or third parties that we may authorise from time to time, have the right (but not the obligation) to screen, remove, disallow, block, delete, or refuse to publish or otherwise make available User Content on the Platform in the following circumstances:

  • (a) if we receive a complaint from another user or other third partiess;
  • (b) if we receive a notice of intellectual property infringement or other legal instruction for removal;
  • (c) that we consider to violate the Agreement, or is otherwise illegal or objectionable, in our sole and absolute discretion;
  • (d) if we are requested or directed to do so by any relevant authority;
  • (e) to comply with applicable laws; and/or
  • (f) for any other reason as we may see fit.

We may do so with or without notice to you, and without being liable to you for it.


6.6 We, and our related corporations, subsidiaries, associates and joint ventures (where applicable), do not represent or warrant the accuracy, integrity, appropriateness, quality of any User Content, nor that the User Content does not infringe intellectual property rights, and we, and our related corporations, subsidiaries, associates and joint ventures (where applicable), are not liable in any way for any User Content and any third party materials incorporated.


INTELLECTUAL PROPERTY RIGHTS

7.1 The Platform and any content, information or other material provided via the Platform and all intellectual property rights that are part of or associated with them (collectively, “Platform IPR”) are owned by CAMPL or the relevant third parties (“Relevant Owner”). You need the permission of the Relevant Owner to use any such content, information or other material.


7.2 When you create, transmit, post and/or upload User Content on the Platform, including but not limited to any photos, brands, trade marks and logos, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty free, sub-licensable licence to use and exercise any of the rights that are part of any intellectual property and/or other rights (including but not limited to, rights in copyright, publicity, and database rights) that you have in your User Content, as well as the right to host, use, distribute, modify, run, copy, publicly perform, communicate, display, translate and create adaptations and derivative works of your User Content, and to authorise other users to do the same. You also waive any and all rights of privacy, publicity, moral, or any other rights of a similar nature that you have in your User Content, or any portion of it.


7.3 You agree that you shall not access, use, reproduce, distribute, adapt, modify, republish, display, broadcast, hyperlink, frame, mirror, or transmit in any manner or by any means, or store in an information retrieval system, any Platform IPR without the prior written permission of the Relevant Owner. Any rights not expressly granted in the Agreement are expressly withheld.


7.4 The licenses granted in the Agreement do not give you any rights to use any logos, service marks, slogans, product names and designations and other proprietary indicia used as part of the Platform, all of which are and remain the property of the Relevant Owner(s).


THIRD PARTY CONTENT AND SITES

8.1 The Platform may from time to time display, publish or make available content that is provided by third parties (“Third Party Content”). We do not monitor, review or select Third Party Content, and are not responsible for doing so. We, and our related corporations, subsidiaries, associates and joint ventures (where applicable), do not warrant that such content is true or accurate. Third Party Content is the sole responsibility of the person or entity that makes it available, and you may need to refer to the Third Party Content provider’s terms of use to use it. Additionally, the provision of Third Party Content should not be taken in any way as an inducement to trade or an invitation or solicitation for orders or entry into any legal relations, nor taken as intended in any way to prompt any action or decision on your part whether to undertake or consider undertaking any investment decision or otherwise.


8.2 Your use of any content that is available on the Platform (including Third Party Content) is entirely at your own risk. We do not verify and are not in a position to verify any party’s rights to submit any content on the Platform. We, and our related corporations, subsidiaries, associates and joint ventures (where applicable), do not take responsibility and have no liability, whether direct or indirect or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits or any other commercial damages or Losses, for any content or for your access and/or use of it.


8.3 We may, but are not obliged to, remove or disable access to any content which we deem to be potentially defamatory of any person, unlawful, objectionable in any way, in violation of any third party rights, or for any reason whatsoever including to comply with applicable law. This shall be without prejudice to our other rights and remedies available at law or in equity.


8.4 Our Platform may provide links to third party sites and/or applications (“Third Party Sites”). We, and our related corporations, subsidiaries, associates and joint ventures (where applicable), do not control such Third Party Sites, are not responsible for their availability, and do not endorse and are not responsible or liable for any content, advertising, products, services or materials that are available through such Third Party Sites or resources, including Third Party Content. We, and our related corporations, subsidiaries, associates and joint ventures (where applicable), are not liable, directly or indirectly, for any damage or loss caused by or in connection with your access and/or use of or reliance on any content, goods or services on or available through any such Third Party Site or resource.


8.5 You access and/or use Third Party Sites entirely at your own risk. Third Party Sites usually have their own terms and conditions, including privacy policies, that we do not control and that will govern your rights and obligations when you access and/or use those sites and resources. Some components used in our Platform may have separate terms, policies and open source or other licences (“Third Party Terms”), in which case you shall have to read and comply with both the terms under the Agreement and such Third Party Terms when accessing and/or using the Platform


8.6 We, and our related corporations, subsidiaries, associates and joint ventures (where applicable), do not warrant that the Third Party Sites will meet your requirements or that they will not cause you any loss of any kind. You agree that, to the maximum extent permitted by law, we, and our related corporations, subsidiaries, associates and joint ventures (where applicable), shall not be liable for any Losses that you may incur from using or relying on any content, information or other materials on or available through such Third Party Sites.


PERSONAL DATA

9.1 To access and/or use of the Platform, you must accept and agree to the terms of our privacy policy that we may amend from time to time, which is incorporated into the Agreement by reference.


9.2 Some components used in our Platform may be made available by Third Party Providers that are subject to third party privacy policies, and you agree to read and comply at all times with the privacy policy(ies) of such Third Party Providers


UNDERTAKINGS, CONTINUING REPRESENTATIONS AND WARRANTIES

10.1 You shall provide the undertakings and make the representations and warranties contained in the Annex to these General Terms.


INDEMNITY

11.1 You shall indemnify, defend and hold CAMPL and its related corporations, subsidiaries, associates and joint ventures (where applicable) (and their respective employees, servants, officers, agents, directors, partners, service providers and/or permitted assigns) (collectively, the “Indemnitees”) harmless from and against any and all Losses and Claims sustained, instituted, made or alleged against, or suffered or incurred by any Indemnitee arising (whether directly or indirectly) out of or in connection with:

  • (a) your breach of your representations, warranties, undertakings or obligations under the Agreement;
  • (b) your breach of any applicable law;
  • (c) your violation of any rights, including but not limited to the intellectual property rights of any third party;
  • (d) any transactions entered into by you associated with your interactions on the Platform;
  • (e) your access to and/or use of the Platform and/or any service, content and feature (including but not limited to any Claims by or against any Third Party Provider); and/or
  • (f) any action that we take either as part of our investigation of any suspected breach of the Agreement or as a result of our finding or decision that a breach of the Agreement has occurred.

11.2 This Clause 11 shall survive the termination or expiration of the Agreement howsoever caused.


DISCLAIMER OF WARRANTIES AND LIABILITY

12.1 To the maximum extent permitted by law, you agree and acknowledge that:

  • (a) our Platform is provided on an “AS IS” and “AS AVAILABLE” basis. We, and our related corporations, subsidiaries, associates and joint ventures (where applicable), do not warrant the accuracy, adequacy or completeness of the Platform, and expressly disclaim liability for errors or omissions in the Platform; and
  • (b) WE, AND OUR RELATED CORPORATIONS, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (WHERE APPLICABLE), HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR IN WRITING, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, SATISFACTORY QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, CURRENCY, RELIABILITY, PERFORMANCE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUED AVAILABILITY, OR INTER-OPERABILITY WITH OTHER SYSTEMS OR SERVICES, AND WE, AND OUR RELATED CORPORATIONS, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES (WHERE APPLICABLE), DO NOT GIVE ANY SUCH WARRANTY OR REPRESENTATION IN CONJUNCTION WITH THE PLATFORM.

12.2 You also agree and acknowledge that:

  • (a) your access and/or use of the Platform and/or any services, content and/or features on it is entirely at your own risk, as the Platform may use transmissions over the Internet which are never completely private or secure, and any personal data, message or information which you send via the Platform may be made public on the Platform and read or intercepted by others. We, and our related corporations, subsidiaries, associates and joint ventures (where applicable), do not guarantee, represent or warrant that the Platform will always be accessible or may be operated uninterrupted, nor that the Platform will be free from infection by computer viruses, unauthorised software or other harmful elements;
  • (b) we may also use digital certificates, tokens or security credentials on the Platform, and that we are entitled to treat any transactions or records to which the same have been applied as conclusive evidence of your actions on the Platform; and
  • (c) the Platform is not intended or suitable for use where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Platform could lead to death, personal injury, or otherwise result in significant financial loss or business interruption.

12.3 Notwithstanding any other provision in the Agreement, to the maximum extent permitted by applicable law, in no event shall CAMPL and its related corporations, subsidiaries, associates and joint ventures (where applicable), as well as their respective employees, servants, officers, agents, directors, partners, service providers and/or permitted assigns be liable to you or any other party for any Losses, fines, or penalties (or other levies or charges imposed by any governmental or regulatory authority), even if informed of the possibility thereof, resulting from or in connection with:

  • (a) your breach of your representations, warranties, undertakings or obligations under the Agreement;
  • (b) any access, use or the inability to access and/or use the Platform and/or services, content and/or features on the Platform, or reliance on any services, content and/or features on the Platform and/or any information in the Platform;
  • (c) any delays, delivery failures, or any other loss or damage caused by the transfer of data over communications networks and facilities, including the internet;
  • (d) the conduct or the views of any person who accesses or uses your Account;
  • (e) any access and/or use of any other website linked to or from the Platform;
  • (f) any products, information, data, software or other material obtained from the Platform or from any other website linked to the Platform;
  • (g) any action, instruction, direction, order, request, and/or guidelines of a relevant authority;
  • (h) any performance or non-performance by Third Party Providers or any other user of any obligations in connection with the Platform or arising in any other way
  • (i) any matters or Losses disclaimed in the Specific Terms;
  • (j) Losses which are of an indirect, incidental, consequential, special or exemplary nature of any kind, regardless of the cause thereof; and/or
  • (k) any loss of: (i) revenue; (ii) business and/or business opportunities; (iii) anticipated savings; (iv) profit; (v) data; (vi) goodwill; and/or (vii) value of any equipment.

12.4 To the extent not excluded, and/or to the extent not lawfully excluded, CAMPL’s maximum total liability for all Claims, suits, demands, actions or other legal proceedings in connection with the Agreement, whether based on an action or claim in contract, negligence, tort or otherwise, shall not exceed the greater of (a) fees paid by you to us (and retained by us) for services we provided to you in the 12 months immediately preceding the date of which you notified us of your claim and (b) Singapore dollars five hundred only (S$500). 1


TERMINATION

13.1 We may terminate and/or suspend your access to and/or use of the Platform at any time for any reason, and without any prior notice to you. If you stop accessing and/or using the Platform without deactivating your Account, your Account may be deactivated due to prolonged inactivity.


13.2 We may also immediately suspend and/or terminate your Account if:

  • (a) you breach the Agreement or any Third Party Terms;
  • (b) any material information provided or representation made by you to us is untrue or misleading or otherwise has an adverse material impact on us or another user;
  • (c) we believe that you are using your Account for fraudulent and/or dishonest activities;
  • (d) we are requested or directed to do so by any relevant authority; and/or
  • (e) required by applicable law.

13.3 In the event of suspension or termination of your access and/or use of the Platform, you shall remain liable for any other obligations you may have incurred under the Agreement.


GENERAL

14.1 Assignment: The Agreement is personal to you, and you cannot assign or novate it or any part of it, without our prior written consent. We may, by notification to you, assign or novate the whole or any part of the Agreement to any party, and you will be taken to have consented to such assignment or novation, which will take effect on the date that we notify you.


14.2 Costs: Unless the Agreement states otherwise, you shall bear your own legal and other costs and expenses of and incidental to the Agreement, and you shall perform all of your obligations under the Agreement at your sole cost and expense.


14.3 Entire Agreement: The Agreement, and the documents referred to in it, is the entire agreement and understanding between you and us relating to the subject matter of the Agreement, and replaces all prior agreements and understandings relating to the subject matter hereof.


14.4 Force Majeure: Except as otherwise specifically provided in the Agreement, we shall not be liable for failures or delays in performing our obligations hereunder arising from any cause beyond our control, including acts of God, acts of civil or military authority, fires, strikes, lockouts or labour disputes, epidemics, pandemics, governmental restrictions, wars, riots, earthquakes, storms, typhoons, floods and breakdowns in electronic and computer information and communications systems (“Force Majeure Event”) and in the event of any Force Majeure Event, we may at our sole and absolute discretion extend the time for our performance for a period equal to the time lost because of the delay


14.5 Illegality / Severability: The provisions of the Agreement are severable, and if any provision, or any portion of a provision, is determined by a competent court or tribunal to be illegal, invalid or unenforceable for any reason, any remaining portion of that provision, and all other provisions of the Agreement, shall remain valid and enforceable to the fullest extent permitted by applicable law in order to give effect to the intentions of the parties to the Agreement.


14.6 No Partnership: The parties to the Agreement are independent contractors, and nothing in the Agreement shall create, or be deemed to create, a partnership, joint venture or agency relationship between the parties to the Agreement.


14.7 No Waiver / Cumulative Rights: No omission or delay by a party to the Agreement in exercising any or part of its rights under the Agreement shall operate as a waiver of those rights. Unless expressly stated otherwise (i.e., expressed to be an exclusive right or remedy), the rights and remedies provided in the Agreement are cumulative and not exclusive of any rights or remedies (whether provided by law or otherwise).


14.8 Third Party Rights: A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of the Agreement.


GOVERNING LAW

The Agreement and any dispute or Claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with the Agreement, including any question regarding existence, validity or termination of the Agreement, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.


NOTIFICATION OF COPYRIGHT INFRINGEMENT

16.1 We reserve the right to investigate notices of copyright, trademark and other intellectual property infringement (“Infringement”) in respect of User Content and other material on the Platform (“Infringing Material”) and take appropriate action. If you believe that your work has been used or copied in a way that constitutes Infringement and such Infringement is occurring on the Platform, please notify us in writing immediately in the form and containing the information prescribed by the Singapore Copyright Act 2021 (“Infringement Notice”).


All Infringement Notices shall be sent to CAMPL via the Contact Form .


16.2 CAMPL will duly consider all Infringement Notices submitted in the above manner. In return, you agree that you shall not take any legal action or exercise any legal remedy you may have against us in respect of any Infringing Material, unless you have first given us the Infringement Notice and sufficient opportunity to remove the Infringing Material, after which we refuse or fail to remove the Infringing Material within a reasonable time. If we remove the Infringing Material in response to your Infringement Notice, you agree not to exercise and you hereby waive, any right of action against CAMPL under applicable law which you may have in respect of any Infringing Material that appeared on the Platform before we removed it.


16.3 You acknowledge and agree that we have no control and cannot undertake responsibility or liability in respect of Infringing Material appearing on Third Party Sites.


CONTACT US

17.1 If you have any queries, feedback or complaints regarding the Platform and/or any services, content and/or features therein, you may contact us via the Contact Form .


17.2 If you have any queries or complaints about any service, content and/or feature of any Third Party Provider, please contact the relevant Third Party Provider.


17.3 For customer support in relation to the Platform and/or any services, content and/or features therein, please contact us via the Contact Form . In some cases, photographic proof and/or additional information may be required to properly investigate the issue and review any request.


ANNEX

REPRESENTATIONS AND WARRANTIES

1.1 You hereby represent and warrant that:

  • (a) (i) where you are an individual, you are of full age and sound mind, and (ii) where you are an individual acting for a corporate / business entity or an organisation, that you are an agent for and act on behalf of the corporate / business entity or organisation and that you have the legal authority to create a legally binding obligation between the said corporate / business entity or organisation, and us;
  • (b) where you are not an individual, you are and continue to be duly organised, validly existing and in good standing under the applicable laws of your respective jurisdiction of organisation;
  • (c) you have full power and authority to execute the Agreement, to create a legally binding obligation between yourself and us, and to undertake to and perform all your obligations under the Agreement, and you have taken all necessary actions to approve and authorise the same where necessary;
  • (d) you hold all material governmental licences, authorisations, consents and approvals necessary to carry out your obligations pursuant to the Agreement and to carry out all your actions on the Platform;
  • (e) the Agreement constitutes your legal, valid, binding and enforceable obligations, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganisation, moratorium and similar laws affecting creditors’ rights generally and to general principles of equity;
  • (f) your performance of any and all your obligations under the Agreement does not violate any law, regulation or authorisation, your constitutive documents or any other document which is binding on you;
  • (g) the undertaking and performance by you of any and all of your obligations expressed to be assumed by you under the Agreement will not conflict with, or result in a breach of or default under, all applicable laws and regulations; and
  • (h) you have not relied on us to assess the merits, risks and suitability of using and accessing this Platform and you have conducted your own assessments and exercised your own independent judgment in making the decision to use and access this Platform.

1.2 All representations and warranties made by you under the Agreement shall be deemed to be repeated on each date on which you access and/or use the Platform.


1.3 If any representation or warranty made by you under the Agreement ceases to be true in any respect at any time, you will immediately inform us and cease accessing and/or using the Platform.


UNDERTAKINGS

2.1 You undertake that:

  • (a) you will perform any and all of your obligations under the Agreement in compliance with all applicable laws, rules, regulations of all relevant jurisdictions, including Singapore;
  • (b) you will at all times maintain all applicable licences, authorisations and registrations (or qualify for exemptions from holding such licences, authorisations and registrations) necessary for the performance by you of all your duties and obligations under the Agreement;
  • (c) you will not rely upon any due diligence or investigations that may have been carried out by us;
  • (d) you will retain records and supporting documentation reasonably required to comply with the Agreement and applicable laws or regulations, including Singapore laws or regulations, and will retain such records and supporting documentation for such period as such applicable law or regulation requires;
  • (e) you will promptly send us any information and/or documents reasonably requested to be provided to us;
  • (f) you will not directly or indirectly, offer, sell or arrange for the sale of any and all securities, collective investment schemes or other financial products or instruments, or provide, circulate or despatch any information and/or documentation relating to any offer, sale or delivery of any securities, collective investment schemes or other financial products or instruments (including but not limited to any material or legal and regulatory offering documentation prepared by you in compliance with any applicable law), or carry out any solicitation in connection with any securities, collective investment schemes or other financial products or instruments on the Platform;
  • (g) you will not solicit, offer, sell or arrange the sale of any and all securities, collective investment schemes or other financial products or instruments or provide information and/or documentation relating to any offer, sale or delivery of any and all securities, collective investment schemes or other financial products or instruments:
    • (i) in any jurisdiction or in any circumstances in which such offer or sale is not authorised; or
    • (ii) to any person to whom it is unlawful to make such offer, sale or invitation, except under circumstances that will result in compliance with any applicable laws.
  • (h) in the performance of your obligations under the Agreement, you shall not knowingly do or commit any act or thing where it would be reasonably foreseeable that it might prejudice or bring into disrepute our business or reputation, or the reputation of the Platform; and
  • (i) you will notify us promptly of any material change affecting any of the representations, warranties, agreements and undertakings herein at any time as soon as practicable upon its occurrence.

2.2 All undertakings made by you under the Agreement shall be deemed to be repeated on each date on which you access and/or use the Platform.


Effective Date: April 15, 2024

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