Terms and Conditions

Aspire Capital Ltd (Co. Reg. No. 338699)

TERMS AND CONDITIONS
Please read this Agreement carefully. You, the Customer, are advised to fully understand your obligations and risks under this Agreement. If you have any concerns with this Agreement, consult a lawyer before entering into this Agreement.
By using any of the Services provided by Aspire Capital Ltd (“Aspire”), entering into any transactions or registering and/or logging into www.aspireinvest.org (the “Platform”), you have agreed to be bound by the terms and conditions of this Agreement and have entered into a legally binding agreement with Aspire.

This Agreement consists of these Terms and Conditions and the Terms of Use in use on the Platform and may be altered, adjusted and/or overhauled if the need arises.
All access and use of the contents on the Platform and Services shall be governed by this Agreement.

DEFINITIONS
Custodian or Watiga Trust refers to Watiga Trust Pte. Ltd., a licensed trust company (Trust Business Licence TC000060-1) incorporated in the Republic of Singapore and having its principal place of business at 3 Jalan Pisang Singapore 199070;
Custodian Account has the meaning specified in Clause 10.2;
Financial Agreements has the meaning specified in Clause 3.1;
Indemnified Parties has the meaning specified in Clause 8.1;
Law refers to all applicable laws, rules, regulations, rulings, interpretations, instructions and protocols, whether in the Republic of Singapore or elsewhere;
Marks has the meaning specified in Clause 14.1;
Offeror offers financial products on the Platform;
Officer refers to any Persons that has relation to Aspire, which means any director, officer, agent, representative and employee of Aspire;
Platform refers to www.aspireinvest.org;
Services refers to the services provided by Aspire, which includes but is not limited to
unsecured term loan services;
SFA refers to the Securities and Futures Act (Chapter 289 of Singapore);
Terms refers to these Terms and Conditions as may be altered, adjusted and/or overhauled from time to time.
The words “we”, “ours”, “us” or any related words refer to Aspire and any of its appointed attorney, authorized representatives and/or any other individuals and/or entities that has the legal capacity to represent Aspire; and
The words “you”, “your”, “yours”, “customer” or any related words refer to the Person utilizing and/or accessing our Platform as well as any appointed attorney, authorized representatives and/or any other individuals and/or entities that has the legal capacity to represent the Person

1. GENERAL
1.1 The Terms, Privacy Policy and the Agreement is primarily governed by the laws and acts of the Republic of Singapore and as such, all relevant parties within this Terms will be subjected to the regulatory authorities in Singapore.
1.2 The headings used in these Terms are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms.
1.3 In these Terms, any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees. Expressions in the singular form include the plural and vice versa.
1.4 No rule of law or interpretation to the effect that an ambiguity in a document is to be construed against the party drafting or preparing a document shall apply in respect of these Terms.
1.5 Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).
1.6 Aspire may alter, amend, change, adjust, revise and/or rewrite the Terms at any time and by continuing to utilizing the Service, the Customer agrees to the amended Terms.
1.7 A person who is not a party to this Agreement is considered as a Third Party and will not have any rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) and thus, will not have the power to enforce any provisions in this Agreement.
1.8 Parties subject to this Agreement is understood to agree to perform all its stipulated obligations on time.
1.9 Nothing in this Agreement has the power and/or right to create a partnership, joint venture and/or employment relationship between all parties subjected to this Agreement. No party shall have any power or authority to act in the name or on behalf of or to incur or accept any liability or obligation binding upon the other party except with the prior written consent of the other party and no party shall be considered the agent of the other.

2. SERVICES
2.1 The Terms stated in this Agreement lays the framework in which Aspire agrees to provide its Services to the Customer, if the Customer has agreed to the Terms. By utilizing or accessing this Platform, the Customer effectively agrees to the Terms.
2.2 The Customer agrees that Aspire reserves the right to alter, modify, change, adjust, revise, overhaul and/or rewrite the Terms as well as any features of the Services and Platform without having to explicitly inform the Customer of the adjustments and thus, Aspire will not be liable to any loss or damages suffered by the Customer as a result of such changes.
2.3 The Customer is liable for the accuracy and completeness for the instructions given by the Customer.
2.4 Services provided on the Platform by Aspire is subjected to Laws and thus, the Customer agrees that Aspire will not be liable to any losses and/or damages incurred by the Customer if Aspire is required to alter the Services and/or the Terms to comply with the Laws.
2.5 Customer understands and acknowledges that:
i) Aspire is neither licensed or regulated by the Cayman Islands Monetary Authority (CIMA). None of the Services that Aspire provides are intended to be or should be construed as an activity that would require licensing or regulation under any laws of Singapore; and
ii) none of the products sold or Services provided by Aspire are insured by any government agency and there is no voluntary or compulsory scheme in which Aspire is a member which compensates the Customer in the event Aspire becomes unable to satisfy claims in relation to the products or Services.
2.6 Aspire reserves the right to appoint any Third Parties to be its authorized representative in its transactions with the Customer.

3. INVESTMENT ACTIVITIES
3.1 The investment activities may include but are not limited to entering into unsecured term loan agreements, investor agreement and/or receivables financing agreements, to which you, the investor has committed to on the Platform (all of which agreements or transactions referred to as “Financial Agreements”). The invested principal is subjected to risks, some of which is outside Aspire’s control and thus, the investor may lose part or whole of the original amount invested.
3.2 As a user registered on the Platform, you, the investor agree that you are:
(i) a sophisticated person (a person regulated by CIMA or a recognised overseas regulatory authority or whose securities are listed on a recognised securities exchange or who by virtue of knowledge and experience in financial and business matters is reasonably to be regarded as capable of evaluating the merits of a proposed transaction and participates in a transaction with a value or in amounts of at least US$100,000 in each single transaction). For the purposes of this exclusion, we understand that CIMA view the value of the transaction as the value of the relationship between the service provider and the client (i.e. the actual or potential value of fees derived by the service provider from the client) rather than the value of a specific deal. Where a relationship may take more than a year to generate fees over a value of US$100,000, CIMA have taken a pragmatic view on an objective basis that the exemption can apply if the service provider expects to derive (or has derived) over US$100,000 in fees from the sophisticated person over the duration of the relationship. Such an assessment may be supported by reference to historical or relevant data (e.g. reference to average fees earned on a relationship of typical duration); or
(ii) a high net worth person (an individual whose net worth is at least US$1 million or any person that has any assets of not less than US$5 million); or
(iii) a company, partnership or trust of which the shareholders, limited partners or unit holders are all sophisticated persons or high net worth persons;
3.3 Each investor can offer to enter into the Platform by pledging a minimum of S$5,000. By registering on the Platform, the investor agrees to be subjected to any Know-Your-Customer and Anti-Money-Laundering checks that are required by Aspire or Watiga Trust to ensure compliance with Laws. Aspire reserves the right to reject the application.
3.4 Once Aspire accepts your offer to enter into the Financial Agreements, you are obligated to effect the transfer of funds you have pledged on the Platform by way of a cheque, cashier’s order or bank transfer to the bank account operated by Aspire or the Custodian Account, if applicable, and sign, if any, relevant agreements and any related documents to effect such transaction within the stipulated timeframe communicated in writing to the investors by Aspire. Each investor agrees that failure on its part to effect the transfer of pledged funds within that timeframe or to sign any relevant documents will attract a fee of 1% of the funds pledged, subject to the minimum amount of S$100. Aspire reserves the right to waive this fee if it believes that the investor had made an unintentional mistake, or that it was made in extenuating circumstances. By pledging funds to enter into the Financial Agreements on the Platform, you authorize Aspire or the Custodian, if applicable, to make payments for your pledges to the counterparties of the Financial Agreements from your monies held by Aspire or in the Custodian Account, where applicable.
3.5 The Customer is not allowed to withdraw, remove and/or cancel the Financial Agreements before its stipulated maturity. This is to facilitate stable liquidity for our borrowers and thus, the Customer will not be able to liquidate its investments into Aspire until the loan to the borrowers has reached its maturity.
3.6 The Customer agrees that by registering on the Platform, you are appointing Aspire as your exclusive agent and as such, Aspire reserves the right to enter into Financial Agreements on the Customer’s behalf in all its aspects, which includes but is not limited to negotiating loan amounts, setting interest rates, assessing borrowers, pursuing litigation to recover bad debts, conducting due diligence checks on borrowers and/or renegotiating repayment terms.

4. WITHHOLDING TAX
4.1 Investors who are non-residents in Singapore (as defined in the Income Tax Act (Chapter 134 of Singapore)) shall obtain a letter from Inland Revenue Authority of Singapore, indicating how much withholding tax, if any is to be deducted from any payment due to said investor.
4.2 If the abovementioned letter is not received, any payment due to said Investor shall be withheld pending receipt of the letter. No interest whatsoever is payable on the payment withheld. Withholding tax as advised by the Inland Revenue Authority of Singapore if any, will be deducted from any payment due to said Investor and the sum deducted shall be remitted to the Singapore Comptroller of Income Tax.

5. REPRESENTATIONS AND WARRANTIES
5.1 The Customer represents and warrants that:
i) the Customer has conducted its businesses in compliance with all Laws (and shall remain so), including those relating to prevention of money laundering, terrorism financing or criminal financing;
ii) the Customer has the legal capacity or the power (as the case may be) to enter into, perform and deliver this Agreement and to perform Customer’s obligations under this Agreement. Additionally, the Customer has taken any and all required steps to authorise its entry into, performance and delivery of this Agreement;
iii) the Customer is organised, established, incorporated and validly existing under the Laws and as such, is in good standing such that it can sue and be sued;
iv) any information provided by Customer to Aspire is true, accurate and/or complete;
v) no legal action, litigation, arbitration and/or any other legal proceedings are currently taking place against the Customer or any of its assets; and
vi) the Customer is financially healthy and there is no reason to suspect the Customer would suffer from financial distress.

6. FORCE MAJEURE
6.1 Aspire shall not be liable for any delay in the performance of its obligations if such delay is caused by any circumstances beyond its reasonable control, which includes but is not limited to:
i) acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural
disaster;
ii) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo,
breaking off of diplomatic relations or similar actions;
iii) terrorist attack, civil war, civil commotions or riots;
iv) nuclear, chemical or biological contamination or sonic boom;
v) fire, explosion or accidental damage;
vi) collapse of building structures, failure of plant machinery, machinery, computers or
vehicles;
vii) interruption or failure of utility service, including but not limited to electric power, gas or
water;
viii) any labour disputes, including but not limited to strikes, industrial action or lockouts;
ix) any interruption to the Platform or Services outside the reasonable control of Aspire; and/or
x) acts of any government or authority.
6.2 In the event that any Force Majeure event continues for a period in excess of 120 calendar days, Aspire shall have the right to terminate this Agreement by giving the Customer fourteen (14) Business Days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.

7. AUTHORISATIONS, ACKNOWLEDGEMENTS AND OTHER OBLIGATIONS
7.1 Customer authorises Aspire and/or its agents to:
a) conduct credit checks on Customer; b) obtain and verify any information about Customer as Aspire may in its sole and absolute discretion deem fit and Customer authorises all sources to which Aspire may apply to provide any information which Aspire may require in connection with a facility; c) disclose any information and/or data relating to Customer and its account(s) and/or credit cards (if any) to Aspire, or any other information as Aspire may deem necessary to:
i. Watiga Trust as custodian trustee of Investor’s monies, if applicable; ii. any of Customer’s head office, representative and branch offices and/or any related company or associated company of Customer, in any jurisdiction; iii. any government or regulatory agency or authority; iv. any of Customer’s potential assignee or transferee or to any person who has or may enter into contractual relations with Customer in relation to the facility application; v. any credit bureau (including without limitation Credit Bureau (Singapore) Pte. Ltd.) as well as the members of such credit bureau; vi. any other third parties, service provider, agents or business partners (including, without limitation, credit reference or evaluation agencies) wherever situated for any purpose whatsoever; and vii. any other person to whom disclosure is permitted or required by the Law.
7.2 Customers acknowledge that in relation to the information provided by Customers to Aspire and/or the custodian trustees appointed by Aspire, Aspire and the custodian trustee may rely on such information as being complete, accurate and not misleading or deceptive. Aspire is not obliged to verify the completeness or accuracy of the information it receives from Customers, although it may validate information provided by Customers using public and privately available information sources.
7.3 Customers must provide us and/or the custodian trustee with all information and assistance reasonably required to perform their respective obligations.

8. INDEMNITY
8.1 Without prejudice to any other provisions under this Agreement, the Customer agrees to indemnify, defend and hold harmless Aspire and its Officers, members, representatives, parent(s), subsidiaries, affiliates, agents, partners, administrators, predecessor and successor entities, and assigns (collectively, the “Indemnified Parties”) at all times and keep the Indemnified Parties indemnified against all actions, proceedings, losses (whether direct, indirect or consequential), loss of profit (whether revenue or anticipated profits), damages (whether in tort, contract or otherwise) taxes, expenses, costs, claims, demands and liabilities whatsoever (present, future, contingent or otherwise and including legal fees on a full indemnity basis) and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual party rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses which may be sustained, suffered or incurred by the Indemnified Parties as a result of, arising from or in connection with the exercise of Aspire’s rights hereunder, the Customer’s use of the Platform and/or Services, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of this Agreement by the Customer, the violation by the Customer of any rights of another person or entity, any failure to comply with any data protection or privacy laws or the breach by the Customer of any statutory requirement, duty or law.

9. EXCLUSION AND LIMITATION OF LIABILITY
9.1 Neither Aspire nor any of its Officers, members, representatives, parent(s), subsidiaries, affiliates, agents, partners, administrators, predecessor and successor entities, assigns, contractors and suppliers shall be liable in contract, tort (including negligence or breach of statutory duty), strict liability or otherwise howsoever and whatever the cause therefor for any direct, indirect, punitive, incidental, special, consequential damages, losses, costs, expenses, liabilities of any nature whatsoever, including without limitation, damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (whether revenue or anticipated profits) or losses to third parties, suffered or incurred by the Customer as a result of, arising out of or in connection with the use, performance or provision of the Services, the use of the Custodian’s services, if applicable, or of any other third parties including Aspire, including without limitation the following:
i) any delay or inability to use the Platform, Services, or the Custodian’s services;
ii) any delay or inability of Aspire to collect repayments on the Services to the Customer;
iii) the Custodian’s provision of or failure to provide its services;
iv) the provision of or failure to provide the Platform or Services;
v) any information, data, software, products, services and related graphics obtained through the Platform, Services or from the Custodian;
vi) any reliance on any statement, opinion, representation or information on the Platform, Services or the Custodian’s services;
vii) the inability of the receivables financing services related Customers to have its requests for funds fully satisfied through the Platform; and
viii) otherwise arising out of or in connection with this Agreement.
9.2 In the event that Aspire is liable for damages, the Customer agrees that Aspire’s aggregate liabilities to the Customer for any and all damages, losses (whether direct, indirect or consequential) and causes of action (whether in contract, tort, including without limitation, negligence, or otherwise) in relation to, arising out of or in connection with the use of the Platform and this Agreement shall not exceed the total amount of fees and charges paid by the Customer to Aspire in the six (6) months period immediately preceding the time such liability arose.

10. CUSTODIAN TRUSTEE
10.1 This Clause 10 is applicable only where custodial services are used in conjunction with
Aspire’s Services.
10.2 You hereby agree to appoint Watiga Trust to open and operate a custodian account (“Custodian Account”) for the purpose of holding monies on your behalf and acting as custodian of such monies in accordance with the Custodian Trust Agreement. You agree to be named as a Purchaser listed in schedule 3 of the Custodian Trust Agreement and become a party thereto.
10.3 You hereby agree to pay such service charges, administrative fees, custodian fees, transaction fees and other bank charges and fees whatsoever relating to the Custodian Account as Aspire shall prescribe from time to time and set out on the Platform. You hereby authorise Watiga Trust to deduct said fees from the Custodian Account.
10.4 In the event of inconsistency between this Agreement and the Custodian Trust Agreement
with respect to custodian trusteeship services, the Custodian Trust Agreement shall prevail.
10.5 The Custodian Trust Agreement will be made available by Aspire to the Customer for the Customer’s review and inspection, at the offices of Aspire during business hours, upon Aspire’s receipt of a written request.
10.6 Aspire shall not be responsible for the conduct of or be liable for any act, omission, default, breach or the insolvency of the Custodian and/or its agents in providing custodial services, where the Custodian is appointed in good faith.

11. REFERRALS
11.1 Aspire reserves the right to conduct a referral program for its investors if it so chooses, where a code will be given to refer a partner to register for the platform, in return for a lump sum payment, fee, commission or discount compensated to the investor and/or the chosen partner. The partner agrees to the Terms when the partner accesses the Platform and/or utilizes its Services.

12. REMEDIES
12.1 No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a party hereto shall not constitute a waiver by such party of the right to pursue other available remedies. No failure on the part of a party hereto to exercise, and no delay in exercising any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of any right thereof or of the exercise of any other right.

13. NO WAIVER OF RIGHTS
13.1 A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or exercise of any other right, power or privilege.

14. INTELLECTUAL PROPERTY RIGHTS
14.1. The images, videos, graphics, user interfaces, visual interfaces, trademarks, logos, patents, applications, programs, computer code and other content (“Marks”) made available on the Platform and are exclusively reserved by us and our licensors. As such, the Customer is not allowed to use our Marks in any way without our prior written permission.

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