DSP Terms of Use

TERMS OF USE FOR THE AVPN DEAL SHARE PLATFORM

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.

AVPN is a registered charity in Singapore that has established this Platform for 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 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

1.1.3 The Company reserves the right, at its sole discretion, to change, modify, vary,

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

avpn.asia/dealshare, 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.

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 (a) your subsequent acts of

donating, funding, investing in, loaning and/or provision of services as a Member or

otherwise and (b) an Organisation’s 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

1.3.2 Notwithstanding Clause 1.3.1, the Company reserves the right to immediately

1.3.3 You shall not, in any capacity, be entitled to any compensation, indemnity, right or

for an indefinite period. If you are a Member and your membership is terminated, (i)

your access to the Platform will be terminated at such time, and (ii) the information

about the Organisations which you have uploaded on, or have submitted for

uploading on, the Platform will also be removed from the Platform.

terminate without notice this Agreement or the Platform with respect to you, or

generally cease offering or deny access to the Platform, or remove such information

uploaded by you on, or submitted by you for uploading on, 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.

any recourse of similar nature for any such termination, restriction, suspension or

alike as listed above in this Clause 1.3.

1.4 Privacy Policy and Personal Data Protection

1.4.1 Our collection and use of personal information in connection with the Platform is as

provided in the Company’s privacy policy, which is set out in the Terms and

Conditions.

2. DEFINITIONS AND INTERPRETATIONS

2.1 Definitions

2.1.1 “Agreement” means this agreement between the Company and the relevant

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

Member, as the case may be;

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 “Information” means information uploaded onto and published on the Platform;

2.1.6 “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);

2.1.7 “Member” means an AVPN member;

2.1.8 “Organisations” means social purpose organisations;

2.1.9 “Platform” means the AVPN deal sharing platform established for the Purpose;

2.1.10 “Purpose” has the meaning ascribed to it in Clause 3.1.1; and

2.1.11 “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 Interpretations

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.

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.

3.1 Description of the Platform and its Information

3.1.1 Purpose of the Platform: The Platform is an information sharing platform

3.1.2 Description of the Platform: The Platform is an information sharing directory

3.1.3 Access and Use of the Platform: You, as a Member, may access and use the

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 Members to share the needs of such

Organisations with other Members and to bring such 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 such needs (“Purpose”).

accessible only by the Members and the Company, which compiles and publishes the

information relating to the Organisations that the Members and the Company may

upload, or as the case may be, submit to the Company for uploading on the Platform.

For avoidance of doubt, only the Members and the Company may access and/or use

the Platform to upload and/or access such Information.

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:

(i) List information in relation to an Organisation as prompted by the Platform or

the Company for publication on the Platform as Information, which may

include (but may not necessarily be limited to), in relation to the Organisation:

a) Its profile;

b) Its intended beneficiaries and target sector/region;

c) Its specific needs; and

d) Its contact information.

(ii) Amend and/or remove Information that you had previously uploaded; and

(iii) Access all Information.

3.1.4 Uploading of Information:

3.1.5 Use of and Reliance on Information: In the event that a Member uses or relies on

(i) You expressly agree to ensure that any and all information you upload on, or

submit to the Company for uploading 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, or submit to the Company

for uploading, on the Platform in their entirety, including granting the

Company the licence as described in Clause 4.3.1.

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 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

b) in breach of the Code of Practice for Members;

c) deceptive, false, inaccurate, misleading or untruthful;

d) encourages, facilitates or promotes any discriminatory, fraudulent,

Conduct as listed in Clause 5;

e) is detrimental or harmful to the Company, the Platform, any Member,

harmful, immoral, illegal and/or offensive activities and/or purposes;

and/or

Organisation and/or other third parties.

4. INFORMATION UPLOADED BY MEMBERS OR THE COMPANY

4.1 Nature of Information and its Use

4.1.1 The Information is provided for the Purpose and is hence for informational purposes

4.1.2 You expressly agree that you will only use the Information strictly for the Purpose,

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.

and not for any other purposes such as:

(i) 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) Disparaging or doing anything to damage or harm the reputation of the

Company, or any Member, Organisation or third party;

(iii) Disrupting or impeding the operation of the Company, or any Member,

Organisation or third party; or

(iv) Soliciting affiliates, agents, associates, consultants, employees, volunteers or

alike or any Member or Organisation.

4.1.3 The Information is provided by the Members (or the Company on behalf of the

Members) and the Company does not vet or verify the completeness, truthfulness or

accuracy of the contents of information uploaded by the Members or the Company,

which includes their factual and grammatical substance. Accordingly, 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 the Company.

4.2 Responsibility and Liability

4.2.1 You expressly acknowledge that the Company is not and cannot be held responsible

4.2.2 You are solely responsible for the information that you upload on the Platform. For

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 the Company, or

(iii) any cost, loss or liability you may otherwise incur from or in connection with your

use of the Platform.

the avoidance of doubt, you expressly agree that you may be held liable by other

Members, the Organisations and/or the Company 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

(i) Notwithstanding anything in this Agreement, you hereby agree that all rights,

title and interest relating to information uploaded by you, or submitted by you

to the Company for uploading, on the Platform as Information shall be owned

by the Company. In consideration of this Agreement, you hereby grant to the

Company, exclusively and perpetually, all rights of every kind or nature in and

to such information for the maximum term applicable under law (and upon

expiration of such term, such rights shall without further consent or action on

your part, be automatically renewed for the maximum term without further

consent or action on your part (and this shall apply to any renewal term as

well)).

(ii) Without prejudice to Clause 4.3.1(i), and notwithstanding any other Clause in

this Agreement, you hereby grant to the Company an exclusive, fully paid,

irrevocable and royalty-free, worldwide licence to use or exploit such

information in any manner and for any purpose as the Company deems fit in

its sole and absolute discretion, including but not limited to:

a) compile and publish such information uploaded by you, or submitted

b) to use such information for the Company’s marketing, publicity and

by you to the Company for uploading, 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; and

advertising efforts (whether in connection with the Platform, the

Company’s objectives, or otherwise).

(iii) If you intend that such information is to be kept confidential, you shall, on or

prior to uploading such information on the Platform or submitting such

information to the Company for uploading to the Platform, expressly mark

such information as confidential and inform the Company in writing that such

information is to remain confidential and may only be disclosed on the

Platform or by the Company to other Members. (i) For the avoidance of

doubt, you agree and acknowledge that such information may be accessed

by the Company, and through the Platform, by other Members (ii) you further

4.3.2 Without prejudice to the above Clause 4.3.1, the Company may disclose information

4.3.3 Notwithstanding the above Clause 4.3.1, the Company reserves the right to retain an

agree and acknowledge that the collection, use and disclosure by other

Members of such information other than in furtherance of the Purpose is

outside of the Company’s control, and you hereby agree not to claim against

the Company or hold the Company liable for any use or disclosure by such

information by the other Members inconsistent with your intention that such

information is to be kept confidential.

uploaded by a Member, or submitted by the Member to the Company for uploading, 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 an 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.

archival record of all information uploaded on the Platform, including those amended,

deleted or removed by the Company or any Member, to the extent permitted by the

applicable Law, in particular the Personal Data Protection Act (No. 26 of 2012) of

Singapore. 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 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,

b) Is third party material protected by patent, trade secret, trade mark,

c) You do not have a right to make available under the applicable Law

indecent, invasive, obscene, objectionable, offensive, oppressive,

threatening, vulgar, unlawful or in breach of any applicable Law or

the Code of Practice for Members;

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;

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 or in any

illegal or unlawful manner;

(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 Obligations and Liabilities

6.1.1 Obligations (Representations, Warranties and Guarantees): You expressly

6.1.2 Liabilities: You shall be liable to the Company for any and all direct, indirect,

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.

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

6.2.2 Limitation of Liability: The Company shall not be liable for any and all direct,

6.2.3 If the Company breaches this Agreement, the Company shall not be liable for

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.

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).

damage and/or losses which are not reasonably foreseeable consequences of such a

breach.

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.

shall survive the termination of this Agreement by any reason.

6.4.2 The obligations, liabilities, limitations, disclaimers and indemnities in this Clause 6

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, controversy or claim arising out of or relating to this

Agreement (“Dispute”), each party hereto irrevocably submits to the non-exclusive

jurisdiction of the courts of Singapore in respect of such Dispute.

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

7.4.2 The Company’s failure or delay on its part to enforce any obligation, term, or any or

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.

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.

or remedies provided by Law.

7.4.3 The rights provided in this Agreement are cumulative and not exclusive of any rights

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.