These Equity platform Terms shall apply to each Issuer and Investor, and where applicable, shall also apply to the User.

By accessing, using, or continuing to access and use the Platform, or using the services provided via the Platform, each Issuer, Investor and User confirm that they have read, understood and agreed to these Terms, any other terms and conditions of the Platform and privacy policy on the Platform (each as may be varied, amended or supplemented from time to time).

The Issuer, the Investor and the User (as the case may be) shall stop using the Platform immediately in the event any of them do not agree with these Terms, any other terms and conditions of the Platform and privacy policy.

Please read these Terms carefully and print a copy for your future reference.
 

1. APPLICATION AS AN ISSUER

To become an Issuer, the applicant shall fulfil the following criteria:

a) It shall be a private company (other than exempt private company) or limited liability partnership incorporated in USA.

b) The following entities are prohibited from raising funds through this platform

1. Commercially or financially complex structures (i.e. investment fund companies) or financial institutions);
2. Public-listed companies and their subsidiaries;
3. Companies with no specific business plan or its business plan is to merge or acquire an unidentified entity (i.e. blind pool);
4. Companies other than a microfund that propose to use the funds raised to provide loans or make investment in other entities;
5. Companies other than a microfund with paid-up share capital exceeding 10 million; and
6. any other type of entity that is specified by the SC.

It shall have a valid and operating bank account in USA with a financial institution licensed under the Financial Services.

It shall complete the Application in a manner which is satisfactory to the Equity Platform Operator (as the Equity Platform may in its absolute discretion determine);

It shall provide the Equity Platform Operator with such information and documents listed in the Application; and

It shall provide the Equity Platform Operator with such further information and/or documents as the Equity Platform Operator in its absolute discretion considers necessary.

In the event the information and/or documents supplied to the Equity Platform Operator are insufficient or are not supplied to the satisfaction of the Equity Platform Operator to confirm the identity of the relevant persons and relevant checks are unable to be conducted to the satisfaction of the Equity Platform Operator, the Equity Platform Operator shall have the indisputable right not to approve the Application and/or not to permit the Issuer to carry out the Hosting.
 

2. APPROVAL FOR HOSTING

Before an Issuer may carry out a Hosting, the Issuer shall submit the Proposal, together with such other information and documents as may be requested by the Equity Platform Operator, to the Equity Platform Operator in a form and manner as may be requested by the Equity Platform Operator, for its Review.

The Review merely consists of the Equity Platform Operator reviewing the information and documents supplied to ascertain whether the Proposal may be of interest to the Investors. For the avoidance of doubt, the Review does not consist of a verification of the information and documents supplied nor does it consist of a confirmation (a) of the feasibility of the Proposal; (b) the success of the Hosting; and (c) that the Proposal or the contents in respect thereof are compliant with all applicable laws and regulations.

Prior to each Hosting, the Issuer shall inform all of the Issuer’s current shareholders of the Proposal in accordance with the Issuer’s current Articles of Association and any relevant agreement(s) between the Issuer and its shareholders, and ensure that all and any necessary approvals and/or consents for the Hosting are obtained and provided to the Equity Platform Operator immediately upon request (including where applicable, any waivers of pre-emption rights).

3. CAMPAIGN

Upon approval by the Equity Platform Operator, the Issuer may proceed to Hosting.

The Issuer may run any campaign in respect of the Hosting to attract Investors, provided that the Issuer shall obtain the Equity Platform Operator’s prior approval in writing in respect of each campaign (whether or not to be run on the Platform) before running it. The Equity Platform Operator reserves the right to approve or reject any campaign in its absolute discretion. When requested, the Issuer shall vary, amend and/or supplement the campaign materials in accordance with the recommendations of the Equity Platform Operator.

The Issuer shall link any campaign run outside the Platform to the Equity Platform Operator and the Platform.

In addition to the above, potential Investors may post questions to the Issuers on the Platform. The Issuers shall answer such questions with answers that shall be true, accurate, complete, current, not misleading and do not contain any material omission, and if required by the Equity Platform Operator, to provide supporting evidence for such answers.

4. REGISTRATION AS INVESTORS

The portions of the Platform that relate to the viewing of Hostings or to making investments on the Issuers are available only to certain qualified, registered and authorised Users of the Platform, who are registered as Investors..

Pursuant to the Guidelines, Investors shall be categorised into 3 categories:

1. Sophisticated Investors;
2. Angel Investors; and
3. Retail Investors

Retail Investors are all other individuals above the age of 18 and corporations and partnerships that are legally able to invest in businesses, and who falls outside the definition of sophisticated investors and angel investors.

5. LIMIT TO FUND RAISING

The Issuer shall only utilise the Platform to raise a maximum funds of 10 million in its lifetime.

The limit to fund raising set out in the foregoing paragraph does not apply to a microfund hosted on the Platform.
 

6. FEES

The Issuer shall pay the following fees (inclusive of Goods and Services Tax) to the Equity platform Operator:

1. in respect of the Review (whether or not the Proposal is approved): a fee of 1688; and
2. in respect of a successful hosting: a fee of between 3.5% to 7% (which shall prior to hosting agreed in writing in a separate equity crowdfunding agreement between the Issuer and the Equity platform Operator) of all monies raised by the Issuer as a result of the Proposal being Hosted on the Platform, irrespective of whether such monies arise directly or indirectly from the hosting,
3. (together the “Fee”).

The Issuer acknowledges that ancillary charges or fees, including legal fees, may be payable by the Issuer to third parties in connection with the Proposal, Offer Documents and/or hosting. The Issuer agrees to indemnify the Equity platform Operator against any claims, losses, costs or expenses resulting.

The Equity platform Operator shall be entitled to deduct the Fee and any amount owing from the Issuer to the Equity platform Operator from the Targeted Amount raised before releasing such amount to the Issuer.
 

7. THE ROLE OF EQUITY PLATFORM

The Equity platform Operator performs an administrative role in matching Investors and Issuers and distributing documentation and information between such parties. For the avoidance of doubt, the Equity platform Operator is not a party to any contract between the Investors and the Issuers (unless in its capacity as an Investor) and it does not accept receipt of any monies from the Investors or from the Issuers other than for payment of the Fees.

The Equity platform Operator does not provide any advice (including but not limited to investment, legal, taxation or other advice) with respect to any aspect of the transactions conducted through the Platform, other than advice on the technical use of the Platform. Nothing on the Platform or any communications sent to the Users shall constitute or is intended to constitute advice.

8. TERMINATION

The Issuer shall not terminate the hosting and/or withdraw the Proposal 14 days before the commencement of the Offer Period or at any time during the Offer Period without the prior written consent of the Equity platform Operator.

The Equity platform Operator may terminate the hosting and/or the Proposal at any time and for any reason, including but not limited to if:

1. the Issuer or its Authorised Representative breaches these Terms; or
2. the Equity platform Operator suspects that the Issuer or its Authorised Representative has committed fraud, been involved in money laundering, other criminal activities or any other improper activities; or
3. the Issuer or its Authorised Representative uses the Platform or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from using the Platform; or
4. the Issuer becomes insolvent; or
5. the Issuer or its Authorised Representative uses the Platform in any of the following ways:

   a)    in any way that causes, or is likely to cause, the Platform or access to it to be interrupted or damaged in any way;
   b)    for fraudulent purposes, or in connection with a criminal offence;
   c)    to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”; or
   d)    to cause annoyance, inconvenience or needless anxiety to any person.