IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS PLATFORM. THIS AGREEMENT IS AN IMPORTANT LEGAL DOCUMENT AND YOU ARE ADVISED TO FULLY UNDERSTAND ITS SCOPE AND APPLICATION, AND YOUR RIGHTS, OBLIGATIONS AND RISKS UNDER IT. IF YOU HAVE ANY CONCERNS WITH THIS AGREEMENT, PLEASE CONSULT A LAWYER BEFORE USING THE PLATFORM.
Asian Ventures Philanthropy Network Limited (the “Company” or “AVPN”) is a registered charity in Singapore that has established this deal share platform (the “Platform”) for the sole purpose of facilitating contact between AVPN members (the “Members”) and social purpose organisations (the “Organisations”) to facilitate discussions between the Members and Organisations with the view to them discussing the meeting of the needs of such Organisations by the Members, as set out in detail in Clause 3.1.1 (the “Purpose”). The Platform functions only as an information sharing directory which compiles and publishes the information required for this Purpose.
The Company is not a holder of a Capital Market Services licence issued under the Securities and Futures Act (Chapter 289) by the Monetary Authority of Singapore or a licensed moneylender registered under the Registry of Moneylenders maintained by the Ministry of Law. The Company is not and does not function as an agent, banker, broker, escrow agent, capital markets intermediary or moneylender under any circumstances and is not involved in any way in the actual provision (or procuring) of any donation(s), fund(s), investment(s), loan(s) and/or service(s). It is entirely up to the Members to independently, separately and directly contact the Organisations and offer any such donation(s), fund(s), investment(s), loan(s) and/or service(s) as the Organisations may require.
The Company is not and cannot be held responsible and/or liable for the information uploaded onto, published and maintained on the Platform (“Information”) and/or any loss arising from any person’s access, use and/or reliance on the Platform or the Information.
1. THE ESTABLISHMENT OF A CONTRACTUAL RELATIONSHIP
1.1 Legally Binding and Entire Contractual Agreement with the Company
1.1.1 By accessing, using and/or relying on the Platform, you agree that you have read, understood, accepted and agreed with these terms and conditions (this “Agreement”). This Agreement will constitute a legal contract and binding agreement between yourself and the Company, and govern your access to, use of and/or reliance on the Platform. If you do not agree to be bound by all terms contained herein, please discontinue accessing, using and/or relying on the Platform immediately.
1.1.2 This Agreement expressly supersedes all and any prior agreements or arrangements that the Company may have with you in respect of the subject matter contained herewith. The Company reserves the right, at its sole discretion, to change, modify and/or vary this Agreement and/or its policies relating to the Platform at any time as it deems fit, whether in whole or in part, without providing any reason. Such modifications, variations and or changes to this Agreement shall be effective upon the posting of an updated version on the Platform, on the AVPN website at https://avpn.asia/dealshareplatform/terms/, or notified to you via email. The latest of the updates shall prevail over this Agreement in the event of any inconsistency. It is your responsibility to review this Agreement regularly, and continued access and use of the Platform and/or Information after the posting of such constitutes an expression of consent to be bound by this Agreement as it is amended, varied or supplemented from time to time.
1.1.3 The Company reserves the right, at its sole discretion, to change, modify, vary, suspend, withdraw or terminate the Platform or terms of conditions relating to use of the Platform, at any time as it deems fit, whether in whole or in part, without providing any reason.
1.2 Material Purposes of the Agreement
1.2.1 Part of the purpose of this Agreement is to meet legal obligations imposed on the Company under the applicable Law, and also to inform you of the processes and scope of your access, use and reliance on the Platform and Information, which is to be strictly differentiated from the processes and scope of (if you are a Member) your subsequent acts of donating, funding, investing in, loaning and/or provision of services and (if you are an Organisation) your receipt of such donations, funding, investments, loans and/or services.
1.3 Term and Termination
1.3.1 This Agreement, as a contract between the Company and yourself remains in place for an indefinite period. If you are a Member and your membership is terminated, your access to the Platform will be terminated at such time.
1.3.2 Notwithstanding the above in Clause 1.3.1, the Company reserves the right to immediately terminate without notice this Agreement or the Platform with respect to you, or generally cease offering or deny access to the Platform, whether in whole or in part, without providing any reason. This shall not limit the Company’s right to take any other action against you that the Company considers appropriate to defend the Company’s rights or the rights of any other person.
1.3.3 You shall not, in any capacity, be entitled to any compensation, indemnity, right or any recourse of similar nature for any such termination, restriction, suspension or alike as listed above in this Clause 1.3.
2. DEFINITIONS AND INTERPRETATIONS
2.1.1 “Agreement” means this agreement between the Company and the relevant Member or the relevant Organisation, as the case may be;
2.1.2 “AVPN” means Asian Ventures Philanthropy Network Limited;
2.1.3 “Code of Practice for Members” means the “Code of Practice for Members” of the AVPN website listing the expected behaviour of AVPN Members, as may be accessed from: https://avpn.asia/membership/code-of-practice-for-members/.
2.1.4 “Company” means Asian Ventures Philanthropy Network Limited;
2.1.5 “Dispute” has the meaning ascribed to it in Clause 7.2.1;
2.1.6 “Information” means information uploaded onto and published on the Platform;
2.1.7 “Law” means all civil and common law, statute or subordinate legislation, regulation, rule, judgment or recommendation of any government, quasi-government, statutory, administration or regulatory body, court, agency or association applicable to or affecting any person, its business, employees or assets in any jurisdiction (including, without limitation, and for the avoidance of doubt, (a) any rule of constitutional law, legislation, decree in lieu of a law, governmental, presidential or ministerial or other decree, irrespective of whether the relevant rule has been issued on any of the levels of, or by any agency established under, the central government or on any of the levels of, or by any agency established under, the government of a province or special administrative area or other self-governing body, (b) any regulation issued by any court of law or judgment or order issued by any court of law, and (c) any judicial or administrative decision);
2.1.8 “Member” means an AVPN member;
2.1.9 “Organisations” means social purpose organisations;
2.1.10 “Platform” means the AVPN deal share platform established for the sole purpose of facilitating contact between the Members and the Organisations with the view to them discussing the meeting of the needs of such Organisations by the Members;
2.1.11 “Purpose” has the meaning ascribed to it in Clause 3.1.1; and
2.1.12 “Terms and Conditions” means the “Terms and Conditions” of the AVPN website that may be found at https://avpn.asia/terms-and-conditions/, which relate to, among others, AVPN’s data protection policy, collection of information, cookie/tracking technology, usage, disclosure, protection and contact information.
2.2.1 In this Agreement, unless the context otherwise requires, a reference to:
(i) any statutory provision or statute includes all modifications thereto and all re-enactments (with or without modification) thereof and all subordinate legislation made thereunder, in each case for the time being in force, except where the context requires otherwise or as expressly stated otherwise;
(ii) a “person” includes a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative body (whether or not having a separate legal personality);
(iii) a “party” is a reference to a party to this Agreement (either by virtue of having executed this Agreement or having entered into a deed of adherence to it) and includes a reference to that party’s legal personal representatives, successors and permitted assigns, and “parties to this Agreement” and “parties” shall be construed accordingly;
(iv) the terms “including” or “include” are not exclusive and may be read as if followed by the phrase “without limitation;
(v) a Clause, unless the context otherwise requires, is a reference to a clause of this Agreement;
(vi) the singular shall include the plural, and vice versa and one gender shall include all genders;
(vii) this Agreement and any other document or instrument referred to in this Agreement include this Agreement and any such other document or instrument as amended, supplemented, modified or novated from time to time;
(viii) any date or time of day is, unless otherwise stated, to Singapore date or time;
(ix) any Singapore legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than Singapore be deemed to include what most nearly approximates in that jurisdiction to the Singapore legal term and a reference to any Singapore statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction;
(x) a procuring obligation, where used in the context of a party, means that such party undertakes to exercise its voting rights and use any and all powers vested in it from time to time as a shareholder, director, officer or employee in or of the relevant entity, or by procuring that its nominee director(s), officer(s) or employee(s) in or of the entity, exercise their voting rights and use any and all powers vested in them from time to time in such capacity, to ensure compliance with that obligation so far as it is able to do so, whether acting alone or (to the extent that it is lawfully able to contribute to ensuring such compliance collectively), acting with others; and
(xi) an obligation shall be deemed to be a legally binding and absolute obligation, and where the fulfilment of such obligation is not within the power or control of the relevant party, the obligation of such party shall be to use its rights and powers to procure compliance with that obligation in accordance with Clause 2.2.1(x).
2.2.2 General words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced by the terms “other”, “including”, “include”, and “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
3. THE PLATFORM
3.1 Description of the Platform and its Information
3.1.1 Purpose of the Platform: The Platform is an information sharing platform established for the purpose of promoting venture philanthropy amongst the Members by providing a mean to match the Members with the Organisations in a manner that best supports the development of the Organisations in delivering social impact. The Platform facilitates this process by allowing the Organisations or the Members to share the needs of such Organisations with other Members and Organisations, to bring these needs to the attention of the Members. This is so as to enable the Members to independently, separately and directly contact such Organisations with the view to meeting the needs listed (“Purpose”).
3.1.2 Description of the Platform: The Platform is an information sharing directory accessible only by the Members and the Organisations, which compiles and publishes the information relating to the Organisations that the Members or the Organisations themselves may upload. For avoidance of doubt, only the Members or the Organisations may access and/or use the Platform to upload and/or access such Information.
3.1.3 Access and Use of the Platform:
(i) (In respect of Members) You, as a Member, may access and use the Platform in accordance with the Code of Conduct as listed in Clause 5 and the Code of Practice for Members, to do any of the following:
a) List information as will be prompted by the Platform for publication on the Platform as Information, which includes:
(i) The needs of the Organisations; and
(ii) Contact information of the relevant Organisations.
b) Amend and/or remove Information that you had previously uploaded; and
c) Access all Information;
(ii) (In respect of Organisations) You, as an Organisation, may access and use the Platform in accordance with the Code of Conduct as listed in Clause 5, to do any of the following:
a) List information as will be prompted by the Platform for publication on the Platform as Information, which includes:
(i) Your needs; and
(ii) Your contact information of the relevant Organisations.
b) Amend and/or remove Information that you had previously uploaded; and
c) Access all Information that you had previously uploaded.
3.1.4 Uploading of Information:
(i) You expressly agree to ensure that any and all information you upload on the Platform is complete, true and accurate in all material respects on and as at the date it was provided and/or as at the date at which it is stated (if any).
(ii) You expressly agree to obtain and secure all necessary rights to access, upload, use and rely on all information you upload on the Platform in their entirety, including granting the Company the licence as described in Clause 4.3.1.
3.1.5 Use of and Reliance on Information: In the event that a Member uses or relies on Information to contact an Organisation, and this results in an offer being made, or an agreement, contract and/or arrangement for the provision of donations, funds, investments, loans and/or services to the Organisation, you expressly acknowledge that such offer made or such agreement, contract and/or arrangement entered into for the provision of donations, funds, investments, loans and/or services to the Organisation is entered into independently, separately and directly between the Member and the Organisation. The ultimate provision of such donations, funds, investments, loans and/or services is therefore subject to a further agreement and/or contract between such Member and such Organisation.
3.1.6 Regulation of Information
(i) The Company may, in its sole and absolute discretion, amend and/or remove any Information by providing no less than one (1) day’s notice in writing by email to the Member or Organisation who provided such Information. Notwithstanding the above, the Company reserves the right to immediately amend and/or remove any Information without notice if it has reasonable grounds to believe that the uploading of such Information is:
a) in breach of any term in this Agreement, in particular the Code of Conduct as listed in Clause 5;
b) (in respect of Members) in breach of the Code of Practice for Members;
c) deceptive, false, inaccurate, misleading or untruthful;
d) encourages, facilitates or promotes any discriminatory, fraudulent, harmful, immoral, illegal and/or offensive activities and/or purposes; and/or
e) is detrimental or harmful to the Company, the Platform, any Member, Organisation and/or other third parties.
3.1.7 The Platform as a Free Service: The Platform is a free service that the Company provides to the Members and the Organisations. The Company does not charge or receive any fee for your access, use or reliance on the Platform or its Information, which includes the uploading of any information for the purposes of sharing. For the avoidance of doubt, the Company does not charge or receive any fee or commission resulting from any subsequent provision of any donation(s), fund(s), investment(s), loan(s) and/or service(s) which may result as a result of any Member’s or Organisation’s reliance on the Information and/or further offer, agreement and/or contract between any Member and Organisation.
4. INFORMATION UPLOADED BY MEMBERS AND ORGANISATIONS
4.1 Nature of Information and its Use
4.1.1 The Information is provided for the Purpose and is hence for informational purposes only. No Information shall be regarded as an advice, endorsement, invitation, offer, recommendation or solicitation to offer or enter into any agreement or contract. No Information constitutes or can be construed to constituted legal, tax, investment, business, strategic or other advice.
4.1.2 You expressly agree that you will only use the Information strictly for the Purpose, and not for any other purposes such as:
(i) (In respect of Members) Deciding on any subsequent act(s) of donating, funding, investing in, loaning and/or provision of services, to an Organisation or otherwise. You should obtain appropriate professional advice in connection with such subsequent acts;
(ii) (In respect of Organisations) Deciding on any subsequent act(s) of accepting any donation, funding, investment, loan and/or service, from an Organisation or otherwise. You should obtain appropriate professional advice in connection with such subsequent acts;
(iii) Disparaging or doing anything to damage or harm the reputation of the Company, or any Member, Organisation or third party;
(iv) Disrupting or impeding the operation of the Company, or any Member, Organisation or third party; or
(v) Soliciting affiliates, agents, associates, consultants, employees, volunteers or alike or any Member or Organisation.
4.1.3 The Information is provided by the Members and the Organisations and the Company does not vet or verify the completeness, truthfulness or accuracy of the contents of information uploaded by the Members or the Organisations, which includes their factual and grammatical substance. Accordingly, notwithstanding Clause 3.1.6, the Company makes no assurance, guarantee, representation or warranty as to the completeness, truthfulness or accuracy of the contents of Information, or any information uploaded by any Member or Organisation.
4.2 Responsibility and Liability
4.2.1 You expressly acknowledge that the Company is not and cannot be held responsible and/or liable for (i) any Information, (ii) any loss arising from your use and/or reliance on the Information or any information uploaded by any Member or Organisation, or (iii) any cost, loss or liability you may otherwise incur from or in connection with your use of the Platform.
4.2.2 You are solely responsible for the information that you upload on the Platform. For the avoidance of doubt, you expressly agree that you may be held liable by other Members and/or Organisations for such information that you upload on the Platform in the event that you do not comply with Clause 3.1.4 and/or the Code of Conduct as listed in Clause 5.
4.3 Intellectual Property Rights
4.3.1 The Company does not claim ownership of any information uploaded by the Members or the Organisations on the Platform. However, in consideration of this Agreement, you hereby grant to the Company a non-exclusive, fully paid, irrevocable and royalty-free, worldwide, limited licence to compile and publish such information on the Platform as Information, amend and/or remove such Information, and to use such Information in any manner as so required for the smooth and reasonable operation of the Platform, as well as to enable the Platform to fulfil its purpose as stated in Clause 3.1.1.
4.3.2 Notwithstanding the above Clause 4.3.1, the Company may disclose information uploaded by a Member or an Organisation if required to do so by the applicable Law, or if the Company deems it is so required for such requirements or to enable the Company to reasonably fulfil such requirements, or to do the following:
(i) Enforce the Agreement, Code of Practice for Members, Terms and Conditions, and any other agreement between the Company has entered into with the Member or the Organisation;
(ii) Protect the rights, privacy, property and/or personal safety of the Company, all Members and Organisations, and any other third party;
(iii) Respond to any claims or actions by any Member, Organisation or any other third party; and/or
(iv) Properly and reasonably operate the Platform.
4.3.3 Notwithstanding the above Clause 4.3.1, the Company reserves the right to retain an archival record of all information uploaded on the Platform, including those amended, deleted or removed by the Company or any Member or any Organisation, to the extent permitted by the applicable Law, in particular the Personal Data Protection Act (No. 26 of 2012). You will not be able to request the amendment, modification, variation, deletion or the destruction of any of such archival record or any part thereof unless the Company is required to amend, modify, vary, delete or destroy them under the applicable Law.
5. CODE OF CONDUCT
5.1 Obligations of the Members and the Organisations using the Platform
5.1.1 You expressly agree not to access or use the Platform:
(i) To upload any information that:
a) Is abusive, defamatory, harmful, harassing, hateful, inappropriate, indecent, invasive, obscene, objectionable, offensive, oppressive, threatening, vulgar, unlawful or in breach of any applicable Law or the Code of Practice for Members;
b) Is third party material protected by patent, trade secret, trade mark, copyright or any other type of intellectual property right without the approval, permission or licence necessary to permit the legal access to, use of, uploading onto the Platform of and/or reliance on such information by the Company, or any Member or Organisation, without the infringement of such rights;
c) You do not have a right to make available under the applicable Law or under any contractual or fiduciary relationship, including confidential information attained as part of employment relationships or under nondisclosure agreements;
(ii) For or in furtherance of any illegal, unlawful or fraudulent purpose;
(iii) To annoy, pester, stalk or otherwise harass the Company, or any Member, Organisation or third party;
(iv) To collect, compile or store data about any Member, Organisation or third party, for publication or otherwise;
(v) To impersonate the Company, or any Member, Organisation or third party;
(vi) To upload or otherwise make available any material that contains viruses or any other code, files, programs or alike that are designed to or has the effect of disrupting, destroying, interrupting, interfering with, limiting or otherwise affecting the functionality of the Platform, or any network, computer or telecommunications equipment; and/or
(vii) For any purposes that are abusive, defamatory, harmful, harassing, hateful, inappropriate, indecent, invasive, obscene, objectionable, offensive, oppressive, threatening, vulgar, unlawful or in breach of any applicable Law or the Code of Practice for Members.
6. OBLIGATIONS & LIABILITIES AND DISCLAIMERS, LIMITATIONS & INDEMNITIES THEREOF
6.1 The Member’s and the Organisation’s Obligations and Liabilities
6.1.1 Obligations (Representations, Warranties and Guarantees): You expressly represent, warrant and guarantee that:
(i) You have the legal capacity to enter into, perform and deliver this Agreement and to perform your obligations under this Agreement;
(ii) There is no action, claim, proceeding or suit at Law, equity, or before any court, tribunal, governmental body, agency or official or any arbitrator (whether pending or threatened) that is likely to affect the legality, validity or enforceability of this Agreement, or affect your ability to perform you obligations under this Agreement; and
(iii) You access, use and rely on the Platform and/or the Information out of your own free will with full knowledge of all risks involved, and thereby accept all responsibility and risk on “as is” and “as available” basis to the maximum extent as allowed by the applicable Law.
6.1.2 Liabilities: You shall be liable to the Company for any and all direct, indirect, incidental, special, exemplary, punitive or consequential damages and/or loss (including regulatory penalties, lost profits business or revenue, loss of investments, business opportunity or other economic advantages, lost goodwill, data or other intangible losses, personal injury or property damage) suffered by the Company related to, in connection with, or otherwise resulting from:
(i) Any breach by you of this Agreement;
(ii) Any access and/or use of the Platform by you that is fraudulent or represents willful misconduct;
(iii) Any uploading of fraudulent Information by you; and/or
(iv) Any action in relation to the Information that is fraudulent or represents willful misconduct, including the uploading, access, use or reliance thereof.
6.2 Company’s Disclaimers and Limitation of Liabilities
6.2.1 Disclaimers: The Company expressly and specifically disclaims, and you expressly and specifically acknowledge and accept such disclaimers of, all representations, warranties and guarantees, whether express, implied or statutory, not expressly set out in these terms. This includes the reliability, fitness, timeliness, quality, availability, completeness or non-infringement of the Platform and the Information. The Platform and the Information are provided strictly on an “as is” and “as available” basis, and you therefore expressly agree that the entire risk arising out of your access to, use of and/or reliance on the Platform and the Information remain solely and absolutely with you to the maximum extent permitted under the applicable Law. In particular, you acknowledge and accept the specific and limited nature of the Information and its permitted use as stated in Clause 4.1 and the according responsibilities and liabilities as stated in Clause 4.2.
6.2.2 Limitation of Liability: The Company shall not be liable for any and all direct, indirect, incidental, special, exemplary, punitive or consequential damages and/or loss (including regulatory penalties, lost profits business or revenue, loss of investments, business opportunity or other economic advantages, lost goodwill, data or other intangible losses, personal injury or property damage) related to, in connection with, or otherwise resulting from any access, use or reliance of the Platform and/or the Information to the extent permitted under the applicable Law. This is applicable even if the Company has been advised of the possibility of such damage, liability and/or losses. In particular, the Company shall not be liable for any damage, liability or losses arising out of:
(i) Your access to, use of or reliance on the Platform and/or the Information;
(ii) Your uploading of any information on the Platform and all such information uploaded on the Platform;
(iii) Your inability to access or use the Platform and/or the Information;
(iv) Errors, defects, malware and viruses which may be accessible on the Platform;
(v) A force majeure event, including an act of God or any event beyond the reasonable control of the Company; and/or
(vi) Any transaction or relationship between you and any Member and/or Organisation, in particular any and all offer(s), agreement(s), contract(s) and/or alike to provide donation(s), fund(s), investment(s), loan(s) and/or service(s).
6.2.3 If the Company breaches this Agreement, the Company shall not be liable for damage and/or losses which are not reasonably foreseeable consequences of such a breach.
6.2.4 In any event, without prejudice to Clauses 6.2.1 to 6.2.3 above, insofar as allowed under the applicable Law, any claims by you against the Company and the Company’s total liability owing to you in respect of any and all claims shall be limited to S$1.
6.3 Member’s Indemnification of the Company
6.3.1 To the extent permitted by the applicable Law, you agree to defend, indemnify and hold harmless the Company and its officers, directors, employees, agents and representatives alike from any and all claims, suits, demands, liabilities, expenses (including attorneys’ fees and court costs) and/or all direct, indirect, incidental, special, exemplary, punitive or consequential damages and/or loss (including regulatory penalties, lost profits business or revenue, loss of investments, business opportunity or other economic advantages, lost goodwill, data or other intangible losses, personal injury or property damage) related to, in connection with, or otherwise resulting from arising out of or in connection with:
(i) Your access to, use of and reliance on the Platform and/or the Information;
(ii) Your uploading of any information on the Platform and all such information uploaded on the Platform;
(iii) A force majeure event, including an act of God or any event beyond the reasonable control of the Company;
(iv) Any transaction or relationship between you and any Member and/or Organisation, in particular any and all offer(s), agreement(s), contract(s) and/or alike to provide donation(s), fund(s), investment(s), loan(s) and/or service(s)Your breach or violation of the applicable Law, whether or not referenced herein;
(v) Your breach of, or violation of, or failure to fulfill your obligations under this Agreement;
(vi) Your violations of any rights of third parties, including but not limited to any Member or Organisation; and/or
(vii) Your misuse or failure to properly use of the Platform and/or the Information.
Any third party referred to in this Clause 6.3.1 may enjoy the benefit of and enforce the terms of this paragraph in accordance with the provisions of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.
6.4 Applicability of this Clause
6.4.1 The obligations, liabilities, limitations, disclaimers and indemnities in this Clause 6 only purport to limit liability or alter your rights to an extent permissible under the applicable Law.
6.4.2 The obligations, liabilities, limitations, disclaimers and indemnities in this Clause 6 shall survive the termination of this Agreement by any reason.
7. GENERAL CLAUSES
7.1 Governing Law
7.1.1 This Agreement, which includes all non-contractual or other matters or obligations arising out of, under or in connection with the Agreement, shall be exclusively governed by and construed in accordance with Singapore Law, without regard to the choice or conflicts of law provisions of any jurisdiction.
7.2 Dispute Resolution
7.2.1 In the event of any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Platform, the Information, your uploading of any information on the Platform and all such information uploaded on the Platform, or this Agreement, including those relating to its validity, its construction or its enforceability (“Dispute”), the parties undertake that they shall seek to have the Dispute resolved amicably by mediation. All rights of the parties in respect of the Dispute are and shall remain fully reserved. The entire mediation shall be strictly confidential to the parties. The venue of the mediation shall be Singapore, in the English language and unless the parties otherwise agree, the fees and expenses of the mediator and all other costs of the mediation shall be borne equally by the parties. Each party shall bear their own respective costs incurred in the mediation regardless of the outcome of the mediation. If the Dispute is not resolved to the satisfaction of either parties within 60 days of service of the notice initiating mediation, or if either party fails or refuses to participate in the mediation, of if either party serves written notice terminating the mediation under this clause, then either party may refer to the Dispute to the Singapore International Arbitration Centre (“SIAC”) for arbitration in accordance with the rules of the SIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the parties. Should the Parties be unable to agree on an arbitrator, the president of SIAC shall appoint the arbitrator in accordance with the Rules. The seat and venue of the arbitration shall be Singapore, in the English language, and the fees of the arbitrator shall be borne equally by the Parties, provided that the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.
7.3 Severability of Clauses
7.3.1 If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under the applicable Law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement. Such provision shall be struck out. This will, however, not affect the legality, validity and enforceability of the other provisions in this Agreement, and they shall be enforced to the fullest extent under the applicable Law.
7.4 Remedies and Waivers
7.4.1 Save as expressly provided herein, any right of rescission or termination conferred upon any party by any other party hereby shall be in addition to and without prejudice to all other rights and remedies available to it.
7.4.2 The Company’s failure or delay on its part to enforce any obligation, term, or any or all of its rights under, arising for, or in relation to, the Agreement, shall not constitute a waiver of such obligations, terms or such rights unless so acknowledged and agreed to by the Company in writing.
7.4.3 The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by Law.
7.5 Third Party Rights
7.5.1 Unless expressly provided to the contrary in this Agreement, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind, terminate or vary this Agreement.
7.6 Successors and Assigns
7.6.1 This Agreement shall be binding upon and inure for the benefit of the successors of the parties. The benefit of this Agreement shall be freely assignable by the Company and, in the event of any such assignment, all references in this Agreement to the Company shall be deemed to include its assigns. No other party shall be entitled to assign any of its rights under this Agreement without the prior written consent of each of the other parties. Nothing herein contained shall prevent an assignment to a successor of any party if such succession is created as a result of a merger or consolidation involving a transfer of ownership of all or substantially all of its assets by any party; provided that the successor to such party in any such transaction shall assume in writing or as a matter of Law the obligations of such party hereunder with full continuing liability of such party and further provided that prior written notice of such transaction shall be given by such party to the other party. No assignment shall relieve any party of its obligations in this Agreement.