Terms of Use

This is agreement on the terms of use (the “Terms of Use” or “Agreement”), our Risk Disclosure Statement (as defined below), and Privacy Policy (as defined below) (the Risk Disclosure Statement and Privacy Policy together, the “Further Terms and Conditions”) govern the use of this Platform (as defined below). Please read this Agreement and the Further Terms and Conditions carefully. By using the Platform, you agree that you have read, understood, accepted and agree with the terms outlined in this Agreement and the Further Terms and Conditions including Clause 17 herein which sets out our disclaimers. If you do not agree to any of the terms, please immediately cease and refrain from using the Platform or our Services (as defined below).

The Agreement stated herein constitutes a legal agreement between you and Slate Alt Pte. Ltd. (UEN. 201627836R), a company incorporated under the laws of the Republic of Singapore having its registered address at 12A Jalan Ampas #07-03, Singapore 329516 (“Slate Alt”, “we”, or “us”).

Slate Alt’s websites and domain including www.slatealt.com, and subdomains (collectively, the “Platform”), interaction with our employees, providing you updates or sending you emails when you sign up to be part of our mailing list or request that we contact you, and/or anything done in connection with the use of the Platform, are offered, maintained and provided by Slate Alt and its affiliates. We refer to these as our “Services”.

Through the Services, Slate Alt provides Innovators (as defined below) the ability (including but not limited) to create a business profile on the Platform, conduct fundraising campaigns for fundraising initiatives on the Platform (the “Deals”), to engage with Accredited Investors (as defined below) and Institutional Investors (as defined below) (together, the “Investors”) through the Platform. The Platform also allows Investors the ability (including but not limited) to view Deals, and subject to certain conditions, to view the business profiles of Innovators. In addition, Slate Alt also allows Experts (as defined below) the ability (including but not limited) to express an opinion on the viability of technology-based products and/or services of Innovators. We refer to Innovators, Investors, and Experts, any person who may have access to any portion of our Platform, and other users of our Services collectively as “Users” or “you”.

 

 

  1.   INTERPRETATION

Unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:-

“Account” means an account created on the Platform;
“Accredited Investor” has the same meaning as defined in Section 4A of the SFA;
“Adverse Change” has the meaning ascribed to it in Clause 7.2;
“Agreement” means the Terms of Use;
“Authority” means the Monetary Authority of Singapore;
“CMS License” means a capital market service license issued by the Authority;
“Confidential Information” means information with respect to the business, financials, and/or activities of a party which such a party may deem to be confidential;
Content” has the meaning ascribed to it in Clause 13;
“CRTPA” means the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore;
“Deal” has the meaning ascribed to it in the Recital;
“Deal Room” means a webpage on the Platform bearing information relating to Deals managed by individual Innovators;
“Expert” means a person who has applied to Slate Alt to view, and give his/her comments with respect to technologies with respect to a particular Deal or Deals on the Platform, and has satisfied the conditions as required by Slate Alt, at the discretion of Slate Alt, as stipulated under Clause 2.3;
“Expert Membership Agreement” means the membership agreement setting out the terms of membership of an Expert of the Platform;
“FAA” means the Financial Advisers Act (Cap. 110) of Singapore;
“Force Majeure Event” means any acts, events, omissions, and/or accidents beyond the reasonable control of Slate Alt, examples of which have been included in Clause 15;
“Further Terms and Conditions” has the meaning ascribed to it in the recital;
“Group” means in relation to a company, that company and any subsidiary and/or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company; “holding company” and “subsidiary” should have the same meanings as they are respectively defined in Sections 5 and 6 of the Companies Act (Cap. 50);
“Innovator” means a person who has applied to Slate Alt to offer Deals on the Platform, and has satisfied the conditions as required by Slate Alt, at the discretion of Slate Alt, as stipulated under Clause 2.3,
“Innovator Membership Agreement” means the membership agreement setting out the terms of membership of an Innovator of the Platform;
“Institutional Investor” has the same meaning as defined in Sections 4A of the SFA;
“Investor” means a person who has applied to Slate Alt to view and invest in Deals on the Platform, and has satisfied the conditions as required by Slate Alt, at the discretion of Slate Alt, as stipulated under Clause 2.3;
“Investor Membership Agreement” means the membership agreement setting out the terms of membership of an Investor of the Platform;
“Investor Status” means the status of an Investor of whether the Investor is an Accredited Investor, Institutional Investor, or Retail Investor;
“Intellectual Property” means any intellectual property including but not limited to trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorisations and/or trade secrets;
“Member” means an Investor, Innovator, or Expert;
“Membership” means the membership of any Member;
“NDA” means a non-disclosure agreement;
Participant means a Member;

 

“Party” means any party to this Agreement;
“Payee” means any person to whom payment is due;
“Personal Data” means any data and/or information, whether true or not, about an individual who can be identified from such data and/or information; or any data and other information with respect to that individual to which Slate Alt has or is likely to have access;
“Platform” has the meaning ascribed to it in the Recital;
“Privacy Policy” means the privacy policy of Slate Alt which is available at “https://www.slatealt.com/privacy-policy/” as may be amended by Slate Alt from time to time;
“Retail Investor” means an investor who is not an Accredited Investor or an Institutional Investor;
“Risk Disclosure Statement” means the risk disclosure statement available at “www.slatealt.com/risk-disclosure-statement” as may be amended by Slate Alt from time to time;
“Securities” has the meaning ascribed to it in Section 4 of the SFA;
“Services” has the meaning ascribed to it in the recital;
“SFA” means the Securities and Futures Act (Cap.289) of Singapore;
“Subscription Agreement” means the agreement that is to be entered into between any Investor and an Innovator dealing with the subscription of any Security issued or to be issued by such Innovator;
“Terms of Use means this agreement as may be amended by Slate Alt from time to time;
“Users” has the meaning ascribed to it in the recital.
  • Except to the extent that the context otherwise requires, any reference to “this Agreement” includes this agreement as from time to time amended, modified or supplemented and any document which is supplemental hereto or which is expressed to be collateral herewith or which is entered into pursuant to or in accordance with the terms hereof.
  • Reference to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted or as their application is modified by other provisions (whether before or after the date hereof) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification).
  • The headings are inserted for convenience only and shall not affect the construction of this Agreement.
  • Words importing the singular shall include the plural and vice versa, and “person” shall include an individual, corporation, association, company, partnership, firm, trustee, trust, executor,  administrator or other legal personal  representative,  unincorporated association, joint venture (whether incorporated or unincorporated), syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that “person” may be sometimes used in this Agreement in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning.
  • In the event of any inconsistency between the terms of this Agreement with the Privacy Policy and/or Risk Disclosure Statement, the terms and provisions of the Agreement shall prevail.
  • Unless the context otherwise requires, any reference to dollar denominations or “S$” shall refer to the Singapore dollar.
  • The words “including” and “includes” is not exclusive, so should be read as if followed by the words “without limitation”.
  • References herein to “Clauses” are to clauses in this Agreement.
  1.   PLATFORM MEMBERSHIP

2.1        You must  create a password that is unique to your Account. Your email will be your unique identifier and you will be required to use this unique identifier to gain access to the Platform.  Such unique identifiers and passwords created by you must not be inappropriate. Inappropriate unique identifiers and passwords include any unique identifiers or passwords that are sexually explicit, offensive, defamatory, that infringe on intellectual property, are abusive, or breach the terms of this Agreement and/or any other agreements you may be party to.

2.2        We shall have rights to (i) deny you access to the Platform; (ii) request that you change your unique identifier and password; and (iii) assign you a password, should your unique identifier or password be deemed, at our sole discretion, inappropriate. You are responsible for ensuring that your username, password and security information used for this Platform is kept confidential.

2.3       To gain access or further access to the Platform (as the case may be), you will need to become a Member of the Platform. You will need to apply to be either an Investor, Innovator or Expert. We will need to receive all relevant documentation and your Personal Information, and may be required from time to time contact you such that we are able to (amongst other things) conduct our compliance checks and onboarding processes. Where we have received all necessary documentation to our satisfaction, where you have cleared our compliance checks and onboarding processes, and have made all necessary declarations or documents as we require, you may, at Slate Alt’s complete discretion, become a Member of the Platform.

2.4       Should you wish to become a Member of the Platform, you agree that you will send us all information and documents as we may require, in a required format which may be stipulated by us, and allow us to contact you in order for us to request for information or documents such that we are able (amongst other things) to conduct our compliance checks and onboarding processes. You also agree that you will enter into further agreements and make relevant written declarations as we may require as part of our onboarding process.

2.5        You agree that you will not disclose whether deliberately, negligently or otherwise, the credentials of your account to any third party or allow any third party to use your account, to gain access to the Platform, and/or use our Services through your account.

2.6        You agree that you are responsible for completing arrangements as we deem necessary including providing us with all necessary documentation and information. Provision of incomplete, inaccurate, or false information and documentation may prevent us from granting Membership to you and may attract legal liability.

  1.   WARRANTIES AND REPRESENTATIONS BY PROSPECTIVE INVESTORS

3.1        If you have applied to be an Investor, you represent, warrant, and agree that:-

  • Non-Violation of Laws: You will not violate any applicable laws, rules, and regulations; and by using, accessing and utilising the Platform and our Services, you will not expose Slate Alt or its Users to legal liability;
  • Accurate and Complete Information and Documentation: All information and documents you have provided us, and all information and documents which you will provide us with, are not incomplete, false, inaccurate, or misleading;
  • Authorisations and Consents: Every consent, license, approval or authorisation of any governmental authority, bureau or agency required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or the Further Terms and Conditions has been obtained and is valid and subsisting;
  • Understanding of Terms: You have read through the terms of this Agreement and the Further Terms and Conditions and you acknowledge that you understand and accept the terms therein; and
  • Risk of Investment: You acknowledge that you have read the Risk Disclosure Statement and fully understand its contents. In particular, you acknowledge that:-
    • The risk of investing in companies with little or no track record is high;
    • You may not be able to receive any return (including but not limited to dividends, interest, and coupon payments) on your investments or exit your investments in such companies within a reasonable time; and
    • You are prepared to lose all your investments in such companies made through this Platform.
  • No Disintermediation: that you will not (i) attempt to disintermediate Slate Alt from any Deal and/or investment in any Innovator, and, (ii) save for communications through communication channels set up or provided by Slate Alt or its vendors, directly approach or communicate with any Expert or Innovator with respect to any Deal and/or other investment in any Innovator, including without limitation offering to enter into applicable investments with any Innovator outside of the Platform and Slate Alt.

3.2        In addition to Clause 3.1, if you have applied to be an Investor and if you are not a natural person, you represent and warrant that:-

  • Status: You are a legal entity established and validly existing under the laws of your jurisdiction and you have the power and authority to own your own assets and to conduct business which you conduct and/or propose to conduct;
  • Authority: You have the power and authority to (i) access and use the Platform; (ii) enter into, exercise rights and perform and comply with your obligations under this Agreement and the Further Terms and Conditions; (iii) enter into, exercise rights and perform and comply with your obligations under any other agreement to be entered with Slate Alt and/or members of our Group and other Members of the Platform; and (iv) view Deals and to subscribe to them;
  • Obligations: All required actions, conditions and things have been fulfilled (including the obtaining of any necessary consents) in order to (i) lawfully enter into, exercise such entity’s rights and perform and comply with its obligations under this Agreement and the Further Terms and Conditions and any other agreement to be entered into with Slate Alt and/or members of our Group and other Members of the Platform; and (ii) ensure that your obligations under this Agreement and the Further Terms and Conditions are legally binding;
  • Non-Violation of Other Agreements: Entry into, exercise of rights and/or performance of or compliance with your obligations under this Agreement or the Further Terms and Conditions do not and will not violate any other agreement to which you are a party and do not and will not violate or exceed the limits imposed by your company constitution, memorandum, or articles of association where applicable.
  • Solvency: You are solvent and there are no reasonable grounds to suspect that you are unable to pay your debts as and when they become due;
  • No Adverse Circumstance: There are no current or impending lawsuits, actions, proceedings, or outstanding judgements, orders, injunctions, legislations or investigations, of any government, regulatory body, court or arbitration tribunal against you that may or will foreseeably adversely affect your status as an Accredited Investor;
  • Winding-up: (i) No meeting has been convened for your winding-up; (ii) there has been no liquidator appointed over you; and (iii) no such step is intended by you and no petition, application or the like is outstanding for any such winding-up or for the appointment of a liquidator or similar officer over you; and
  • Investor Status: From (i) your most recent audited balance-sheet; or (ii) where you are not regularly required to prepare audited accounts regularly, a balance-sheet certified by you as giving a true and fair view of the state of affairs of the entity as of the date of the balance-sheet (the date of which is within the preceding 12 months), you are a corporation with net assets exceeding S$10 million in value (or its equivalent in a foreign currency); or you are an Institutional Investor.

3.3        In addition to Clause 3.1, if you have applied to be an Investor and are a natural person, you represent and warrant that:-

  • Status: You are at least 18 years of age;
  • Accredited Investor Status: You are an Accredited Investor whose income in the preceding 12 months is not less than S$300,000 (or its equivalent in a foreign currency), or whose net personal assets exceed in value S$2 million (or its equivalent in a foreign currency);
  • No Adverse Circumstance: There are no current or impending lawsuits, actions, proceedings, or outstanding judgements, orders, injunctions, legislations or investigations, of any government, regulatory body, court or arbitration tribunal against you that may or will foreseeably adversely affect your status as an Accredited Investor;
  • Non-Violation of Other Agreements: Entry into, exercise of rights and/or performance of or compliance with your obligations under this Agreement or the Further Terms and Conditions do not and will not violate or exceed any other agreement to which you are a party; and
  • Solvency: You are solvent and there are no reasonable grounds to suspect that you are or will become unable to pay your debts as and when they become due.
  1.    WARRANTIES AND REPRESENTATIONS BY PROSPECTIVE INNOVATORS

If you have applied to be an Innovator, you represent and warrant that:-

  • Status: You are a company established and validly existing under the laws of your jurisdiction and you have the power and authority to own your own assets and to conduct business which you conduct and/or propose to conduct;
  • Authority: You have the power and authority to (i) to access and use the platform; (ii) to enter into, exercise rights and perform and comply with your obligations under this Agreement and the Further Terms and Conditions; (iii) to enter into, exercise rights and perform and comply with your obligations under any other agreement to be entered into with Slate Alt and other Members of the Platform; and (iv) to commence and set up, run, and manage Deals;
  • Obligations: All actions, conditions and things required to be taken have been fulfilled (including the obtaining of any necessary consents) in order (i) to lawfully enter into, exercise your rights and perform and comply with your obligations under this Agreement and the Further Terms and Conditions and any other agreement to be entered with Slate Alt and/or members of our Group and other Members of the Platform; and (ii) to ensure that your obligations under this Agreement and the Further Terms and Conditions are legally binding;
  • Non-Violation of Other Agreements: Entry into, exercise of rights and/or performance of or compliance with your obligations under this Agreement or the Further Terms and Conditions do not and will not violate any other agreement to which you are a party and will not and do not violate or exceed the limits imposed by your company constitution, memorandum, or articles of association where applicable;
  • No Adverse Circumstance: There are no current or impending lawsuits, actions, proceedings, or outstanding judgements, orders, injunctions, legislation or investigations, of any government, regulatory body, court or arbitration tribunal against you that may or will foreseeably adversely affect you or your business operations;
  • Winding-up, Judicial Management, and Restructuring: You warrant that (i) no meeting has been convened for your winding-up, or for the restructuring of your debt; (ii) there is currently no judicial manager, liquidator, receiver or similar officer appointed over you or your respective assets; and (iii) no such step is intended by you and no petition, application or the like is outstanding for any your winding-up or for the appointment of a judicial manager, liquidator, receiver or similar officer over you or your respective assets;
  • Solvency: You are solvent and there are no reasonable grounds to suspect that you are unable to pay your debts as and when they become due;
  • Accurate and Complete Information and Documentation: All information and documents you have provided us, and all information and documents which you will provide us with, are not and will not be incomplete, false, inaccurate, or misleading;
  • Authorisations and Consents: Every consent, license, approval or authorisation of any governmental authority, bureau or agency required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or the Further Terms and Conditions has been obtained and is valid and subsisting;
  • Understanding of Terms: You have read through the terms of this Agreement and the Further Terms and Conditions and you acknowledge that you understand and accept the terms therein; and
  • No Disintermediation: that you will not (i) attempt to disintermediate Slate Alt from any Investor, and, (ii) save for communications through the Platform, directly approach or communicate with any Expert or Investor with respect to any Deal and/or investment in any Innovator, including without limitation offering to enter into applicable investments with any Innovator outside of the Platform and Slate Alt.
  1.   WARRANTIES AND REPRESENTATIONS BY PROSPECTIVE EXPERTS

If you have applied to be an Expert, you represent, warrant, and agree that:-

  • Status: You are at least 18 years of age;
  • Solvency: You are solvent and there are no reasonable grounds to suspect that you are unable to pay your debts as and when they become due;
  • Accurate and Complete Information and Documentation: Any and all information and documents that you have provided and will provide us with are not incomplete, false, inaccurate, or misleading;
  • Authorisations and Consents: Every consent, license, approval or authorisation of any governmental authority, bureau or agency required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or the Further Terms and Conditions has been obtained and is valid and subsisting;
  • No Adverse Circumstance: There are no current or impending lawsuits, actions, proceedings, or outstanding judgements, orders, injunctions, legislations or investigations, of any government, regulatory body, court or arbitration tribunal against you that may or will foreseeably affect you or your ability to be an Expert on the Platform; and
  • Understanding of Terms: You have read through the terms of this Agreement and the Further Terms and Conditions and you acknowledge that you understand and accept the terms therein.
  1.   OBLIGATIONS OF INVESTORS

Where you have become an Investor and Member of the Platform as provided for under Clause 2 (Platform Membership), you agree that:-

  • you shall notify us of any change of your personal information including but not limited to (where applicable) your residential address, registered address, telephone number, nationality, email address, name and particulars of your authorised representative;
  • during the duration of your Membership with the Platform, where you no longer hold the Investor Status of an Accredited Investor or Institutional Investor, or have reason to suspect that you will not be able to retain the status of an Accredited Investor or Institutional Investor, you shall notify us as soon as you are aware of any change or reasonably foreseeable change of your Investor Status;
  • you agree that you will adhere to all laws, regulations, or guidelines as may be legislated, decreed or issued by any Singapore government authority, legislature, or regulator, and any relevant authority of the jurisdiction of which laws apply to you;
  • you agree that you will enter into all further agreements as required by Slate Alt including but not limited to the Investor Membership Agreement, NDAs, and Subscription Agreements. Should you fail to enter all required agreements as determined by Slate Alt, we may not be able to deliver our Services to you; and
  • you agree that you will not use any information on this Platform for any purpose other than reaching a decision whether to invest in Deals made available to you via the Platform.
  1.   OBLIGATIONS OF INNOVATORS

7.1       Where you have become an Innovator and Member of the Platform as provided for under Clause 2 (Platform Membership), you agree that:-

  • you shall notify us of any change of your personal information including but not limited to (where applicable) your residential address, registered address, telephone number, nationality, email address, and name;
  • you agree that you will adhere to all laws, regulations, or guidelines as may legislated, decreed or issued by any Singapore government authority, legislature, or regulator, or the authority of any other jurisdiction relevant to you;
  • you agree that you will enter into all further agreements as required by Slate Alt including but not limited to NDAs and Innovator Membership Agreements. Should you fail to enter all required agreements as determined by Slate Alt, we may not be able to deliver our Services to you;
  • you agree that you will not (i) attempt to disintermediate the Platform and Slate Alt from any Deal and/or investment, and, (ii) save for communications through the Platform (other than communications with respect to disintermediating the Platform and Slate Alt with any other User, directly approach or communicate with any Expert or Investor with respect to any Deal;
  • you shall notify us when there is an Adverse Change to your business.

7.2        An Adverse Change refers to any incident or change that can potentially threaten the viability of a business or its business operations. These include but are not limited to:-

  • where an entity is unable to pay its debts as they fall due;
  • the entity is being charged in any court of law with any criminal offence or is reasonably suspected to have committed any criminal offence;
  • any action, proceedings, procedures or step is taken to wind up, dissolve, put into administration, or put into judicial management the relevant entity;
  • any action, proceedings, procedures or step is taken to appoint a provisional liquidator, receive, judicial manager, administrator, liquidator over the entity;
  • the entity is not able to carry on a substantial part of its business;
  • the entity seeks to commence negotiation to enter into any composition, compromise, assignment, or arrangement, with a view to rescheduling its debts;
  • litigation, arbitration, or proceedings are initiated, pending, against the entity, its affiliates, directors, partners, or guarantor that would reasonably be expected to have an adverse effect on the entity’s business; and
  • anything that would have an adverse effect on the entity’s business.
  1.   OBLIGATIONS OF EXPERTS

Where you have become an Expert and Member of the Platform as provided for under Clause 2 (Platform Membership), you agree that:-

  • you shall notify us of any change of your personal information including but not limited to (where applicable) your residential address, registered address, telephone number, nationality, email address, and name;
  • you agree that you will adhere to all laws, regulations, or guidelines as may be legislated, decreed or issued by any Singapore government authority, legislature, or regulator, and any relevant authority of the jurisdiction of whose laws apply to you;
  • you agree that you will enter into all further agreements as required by Slate Alt including but not limited to NDAs and Expert Membership Agreements. Should you fail to enter all required agreements as determined by Slate Alt, we may not be able to deliver our Services to you.
  1.   INTELLECTUAL PROPERTY RIGHTS

9.1      Trademarks, trade names, and logos owned by both Slate Alt and third parties are used and displayed on this Platform. You are not permitted to use any of these trademarks without the consent of Slate Alt or the relevant third party. Nothing on this Platform shall be construed as granting, by implication, estoppel or otherwise, any licence or right to use any of the Platform’s or any third party’s trademarks. You agree not to use, reproduce, link, republish, copy, display, broadcast, hyperlink, transfer, transmit, distribute, store or reuse all Intellectual Property of the Platform.

9.2      The content available on the Platform may from time to time be provided by third-parties and Slate Alt may not have control over such content. Slate Alt shall not be held responsible for any such content provided by third-parties which are published, featured, displayed or otherwise used or contained on the Platform.

9.3      You agree that by posting, transmitting, transferring, distributing, or uploading any Content onto the Platform, you warrant that you have all the necessary rights (including but not limited to intellectual property rights) to post, transmit, transfer, distribute, or upload such Content.

9.4      You further agree that by posting, transmitting, transferring, distributing, or uploading Content onto the Platform, you hereby grant to Slate Alt an irrevocable, worldwide, royalty-free, fully-paid non-exclusive perpetual license to use, copy, perform, display and distribute such information and Content, to modify such Content and to display such Content, and that Slate Alt has the right to prepare derivative works of, or incorporate into other works, such information and Content.

  1.   THIRD-PARTY LINKS AND CONTENT

We do not have control over Content published on the Platform which may belong to third parties and cannot guarantee the safety or authenticity of such Content which Users may provide generally during the course of their use of the Platform. You agree that Slate Alt shall not be liable (including under the tort of negligence) for any Content or links of whatever nature that is posted, transmitted, transferred, distributed or uploaded on the Platform that is not uploaded by us. You agree that your use of the Platform is at your own risk.

 

  1.   CONFIDENTIALITY

11.1      Our Platform includes Confidential Information provided by Innovators and/or other third-parties which include but are not limited to trade secrets, confidential operations, information concerning business affairs, organisation finances, transactions, dealings, intellectual property rights, documentation, manuals, prototypes or parts thereof, information relating to clients and suppliers, and clients and suppliers’ transactions or affairs. You agree that the material shared on the Platform is highly confidential and not meant for public distribution.

11.2      If you are an Investor, you shall not, without the prior written approval of Innovators and/or such third parties, publish or otherwise disclose to others Confidential Information. You shall not use such Confidential Information for any purpose other than reaching a decision whether to invest in the investments made available to you via the Platform, through the Platform. Notwithstanding Clause 23 (Rights of Third-Parties), Innovators and/or such third-parties shall have the right to bring legal action, including but not limited to a claim for damages, against any Investor or Prospective Investor which discloses any Confidential Information which such Investors and/or Prospective Investors have obtained through the use of the Platform and/or our Services.

11.3      If you are an Expert, you shall not, without the prior written approval of Innovators and/or such third parties, publish or otherwise disclose to others, or use such Confidential Information for any purpose save for any opinions you may publish on the Platform for the purposes of assessing the viability of the technology offered by the relevant Innovator under a relevant Deal. Notwithstanding Clause 23 (Rights of Third-Parties), Innovators and/or third parties shall have the right to bring legal action, including but not limited to a claim for damages, against any Expert which discloses any Confidential Information which such Experts have obtained through the use of the Platform and/or our Services.

  1. DEAL ROOM

12.1     The Deal Room is a webpage on the Platform that contains information, documents, and terms of a Deal which includes details of a Security which may be or is to be issued by an Innovator. As each Deal Room will contain relevant information relating to a particular Deal (which may include proprietary information), all persons who have applied to be Investors who wish to gain access to the information, documents, and/or terms of a Deal, must apply for access to a particular Deal Room, and execute such documents as may be required before any access shall be granted to such persons. Innovators shall be granted the right to accept or reject any request for access by any person.

12.2     If you have applied to be an Investor, you agree to grant us permission to disclose your Personal Information to the relevant Innovators when you apply access to relevant Deal Rooms. This is so that such Innovators may independently assess whether to grant you access to the relevant Deal Room.

12.3    If you have applied to be an Investor and have applied to a Deal Room, even if your application to access a Deal Room has been approved by an Innovator, you agree that you will provide all information we require to conduct all compliance checks, and that you will sign all relevant documents and provide all required documentation and information as we may require, in order for us to conduct all relevant compliance and onboarding processes, before you may be allowed to subscribe for any Security under any Deal.

12.4     Innovators are granted full discretion to grant or reject Investors and/or Experts access to a Deal Room. If you are an Investor or Prospective Investor, there is no guarantee that you will be granted access when you apply for access to a Deal Room. We do not warrant that you will be allowed into a particular Deal Room that you wish to gain access and we shall not be liable for any damages whatsoever if you are not granted access to the Deal Room.

12.5.    If you are a person with access to a particular Deal Room, notwithstanding your confidentiality obligations under Clause 12 (Confidentiality), you may share any information you have obtained from the relevant Deal room with other persons who have also been granted access to a particular Deal Room to which you have also been granted access to, provided that such discussions are done only through the communication channels offered and provided by Slate Alt or its vendors.

 

  1.   CONDUCT ON THE PLATFORM

13.1      You as a User of the Platform may from time to time post, transmit, transfer, distribute, or upload content including but not limited to information, opinions, messages, images, graphics, photographs, audios and/or videos on the Platform (“Content”). You agree that you are solely responsible for the Content you submit and/or publish or display to the Platform or any material or information you transmit to other Users. You agree that your activities on the Platform and such Content shall not:-

  • be offensive which includes content that directly attacks, discriminates, and/or demean persons, a group of individuals, etc. based on their race, ethnicity, age, national origin, religious affiliation, sexual orientation, sex, gender or gender identity, and /or serious disabilities or diseases;
  • be Content that promotes, encourages others to carry out, and/or in substance threatens others with illegal activity including but not limited to drug trafficking, theft, vandalism, physical harm, assault, destruction of property, cyber-crime, cruelty to animals, crimes resulting in financial damage, direct threats to public safety, and/or breach of financial regulations or requirements;
  • be Content that promotes and/or encourages others to breach their obligations to Slate Alt and/or third parties;
  • involve the sale of illegal products or products that you or a third party are not lawfully allowed to sell including but not limited to stolen items, counterfeit items, banned materials, restricted items, and/or narcotics;
  • violate this Agreement, any NDA, any Subscription Agreement, any agreement, and any applicable laws and regulations;
  • cause or require Slate Alt to violate any law, regulation, or Slate Alt’s obligations to any third party;
  • be Content that involves violence and graphic images that are of public interest or concern, such as human rights abuses, acts of cruelty to animals, or acts of terrorism;
  • be Content that promotes or encourages self-injury or suicide;
  • be Content that threatens or promotes sexual violence or exploitation;
  • be obscene or contain sexually explicit material;
  • be false, untruthful, misleading, fraudulent and/or inaccurate;
  • be defamatory, libellous, threatening, and/or harassing, including but not limited to Content that identifies and shames individuals, images altered to degrade private individuals, photos or videos of physical bullying posted to shame victims, repeatedly targeting other people with unwanted messages;
  • be Content that may not be lawfully posted, transmitted, transferred, distributed, or uploaded under any applicable law; and
  • infringe the rights of a third party (including intellectual property rights).

13.2      In addition and without prejudice to the foregoing, you hereby undertake:-

  • not to upload Content that may compromise the Platform including any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of the Platform, including but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs, or other computing programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information;
  • not to hack into, interfere with, disrupt, disable, over-burden or otherwise impair the proper working of the Platform, including without limitation to denial of service attacks, spoof attacks, session hacking, sniffing, tampering, or reprogramming;
  • not to alter, disassemble, decompile, reverse engineer or attempt to discover the source code of any part of the Platform;
  • not to use software that reads data on the Platform and/or the Services automatically;
  • not to use the account of another user at any time for any purpose, whether with or without his/ her permission;
  • not to do anything that would appear to, or would create a liability for Slate Alt or cause Slate Alt to lose (in whole or in part) the services of our internet service providers or other suppliers;
  • not to use any information obtained from the Platform to harass, abuse, or harm another person;
  • not to use the Platform or its functions for any unlawful purpose;
  • to comply with all applicable laws and regulations; and
  • to comply with this Agreement, the Further Terms and Conditions, any notices, supplements, variations and/or amendments to this Agreement and the Further Terms and Conditions.

13.3      Slate Alt also has the right (though not the obligation) to investigate and take appropriate action at our discretion against any User including but not limited to terminating the account of any Users who breach this Clause 13.

13.4      You agree that we have the right (though not the obligation) and at our sole discretion, to review, edit, and/or delete any Content, especially where we believe, suspect, or are of the opinion that such Content is in violation of Clause 13.

13.5     You agree that in the event that we have reviewed, edited and/or deleted Content posted by you as a result of your Content which we believe, suspect, or are of the opinion that such Content is in violation of Clause 13, we shall not be liable for your losses, whether direct or indirect whether under contract or under the tort of negligence (save for wilful or gross negligence on the part of Slate Alt) as a result of such review, edits, and/or deletions.

  1.   TERMINATION AND SUSPENSION OF MEMBERSHIP

14.1      Termination and Suspension by Us: Except to the extent you have agreed in this Agreement or in any separate agreement between you and Slate Alt, Slate Alt shall have the right to terminate or suspend your use of the Platform without prior notice and at any time if we deem that you have failed to comply with any of the provisions of this Agreement or the Further Terms and Conditions. You agree that we may suspend your use of the Platform at any time we deem for scheduled downtime or recurring downtime for maintenance. You agree and acknowledge that any suspension or termination of your access to the Platform may be effected without prior notice. Slate Alt may effect such termination or suspension for any matter of concern including but not limited to the following:-

  • we are of the opinion that you have violated or breached these Terms of Use;
  • we are of the opinion that you have misused or abused the Services or the Platform;
  • allowing you access to the Platform and our Services would violate any applicable laws, rules, and regulations, or would expose Slate Alt or its Users to legal liability;
  • you have provided us with insufficient, false, and/or inaccurate information;
  • you have failed to make a full and timely payment to any fees (where applicable) due to any Investee, Investor, Slate Alt, or a Member of Slate Alt’s Group;
  • you have breached the terms of any NDA which you have entered into through this Platform, or where we have determined or have reason to suspect that you have disclosed any Content or information that is provided on or received in the course of using the Platform;
  • if you are an Innovator, where you have entered into a composition, compromise, assignment or arrangement with one or more of your creditors with a view of rescheduling your indebtedness;
  • if you are an Innovator, where you have ceased or threatened to cease to carry on all or substantially all of your business;
  • if you are not a natural person, where your directors have been charged or convicted of any criminal offence in connection with their employment;
  • if you are an Investor, where we have reason to believe that you are no longer eligible to be a Member of the Platform by reason of your Investor Status; and
  • where there are concerns that you are involved or related to any unlawful activity, sanctioned persons or entities, money laundering, of terrorism financing.

14.2      Termination and Suspension by You: Except to the extent you have agreed otherwise in a separate written agreement between you and Slate Alt, you may terminate or suspend your being a Member of the Platform by terminating your Membership through the Platform or by notifying us in writing via e-mail at hello@slatealt.com.

14.3      Effect of Suspension or Termination of Membership: The commencement of the suspension or termination of your Membership will be decided upon at the sole discretion of Slate Alt. From the time your Membership with the Platform has been suspended, you will not be able to gain access to the Platform. You agree that we will not be liable to you for any direct or indirect losses (including loss of profit, business, or opportunity), damages, or costs arising from such suspension. Should you wish to reinstate your account after suspension, you may send us an email at hello@slatealt.com.

14.4      Effect of Termination: The commencement of the termination of your Membership will be decided upon at the sole discretion of Slate Alt. From the time your Membership with the Platform has been terminated, you will not be able to gain access to the Platform. You agree that Slate Alt will not be liable to you for any direct or indirect losses (including loss of profit, business, or opportunity), damages, or costs arising from such termination. Should you wish to appeal such termination, you must send us an email at hello@slatealt.com and we may at our sole discretion, reinstate your account.

14.5      Termination of this Agreement: This Agreement shall be terminated at any time after the termination of your Membership at the election of Slate Alt, or automatically after 60 days from the termination of your Membership. Parties may agree in writing to extend the time period of 60 days. Should you wish to reinstate your Membership, you must lodge an appeal to do so by sending your appeal via email to hello@slatealt.com within 7 days of the termination of your Membership. In the event your appeal is successful, this Agreement shall on the date which you have received a notification of your successful appeal continue to operate as if your Membership was not terminated.

  1.   FORCE MAJEURE

15.1      In the event of a Force Majeure Event, Slate Alt’s contractual obligations (under this Agreement and the Further Terms and Conditions) affected by such an event shall be suspended during the period of delay caused by the Force Majeure Event and Slate Alt shall not be, in such an event, in breach of this Agreement and has the right to elect to terminate this Agreement. An Event of Force Majeure includes but is not limited to the following:-

  • acts of god (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves, floods, sonic booms or other natural disaster);
  • war, hostilities (whether war be declared or not), invasion, armed conflict, act of foreign enemies, mobilisation, requisition or embargo;
  • rebellion, revolution, insurrection, or military or usurped power, civil war, riots or terrorist acts;
  • destruction of property including the collapse of building, flooding or fire;
  • contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;
  • interruptions or failure of utility services including but not limited to electric power, internet service, gas, or water;
  • strikes or other industrial action or blockade;
  • any change in regulations or laws or an act of government; and
  • failure of machinery and/or computers.

15.2      Neither Party shall be considered in breach of this Agreement and the Further Terms and Conditions to the extent that performance of their respective obligations is preventable by a Force Majeure Event from the time of the Force Majeure Event.

15.3      In the event of a Force Majeure Event, Slate Alt shall have the right to terminate or suspend your use of the Platform. If and to the extent that Slate Alt is prevented from executing the Services by the Force Majeure Event, while Slate Alt is prevented, Slate Alt shall be relieved of its obligations to provide the Services but shall endeavour to continue to perform its obligations under this Agreement and the Further Terms and Conditions so far as reasonably practicable.

  1.   INDEMNITIES AND LIABILITIES

You irrevocably undertake to keep Slate Alt, Slate Alt’s respective servants, agents, directors, partners, officers, affiliates, members of Slate Alt’s Group, employees, advisers or representatives, past, present or future, fully and effectively indemnified against and hold harmless with regard to any and all losses (whether direct, indirect, or consequential), costs, damages (whether in tort, contract, or otherwise), claims, demands, actions, proceedings, liabilities and expenses whatsoever (including but not limited to all legal costs and/or fees on an indemnity basis) which Slate Alt, Slate Alt’s respective servants, agents, directors, partners, officers, affiliates, members of Slate Alt’s Group, employees, advisers or representatives, past, present or future, may at any time sustain, incur or suffer as a result of or in connection with or arising from any breach of, or failure to comply with, or breach of any representation or warranty of any of the terms under this Agreement or the Further Terms and Conditions.

  1.   DISCLAIMERS

17.1      No Warranty of Uninterrupted Access: Users should be aware that transactions over the internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the internet. Slate Alt does not represent or warrant that access to the Platform will be uninterrupted and that there will be no delays, errors, failures, or loss of any information transmitted to and from this Platform.

17.2      No Offer, Solicitation, Invitation, Advice or Recommendation: All information and materials contained in this Platform are provided solely for information purposes and should not be treated as an offer, solicitation, invitation, advice or recommendation of any investments products or services. Further, products and services are only available in the jurisdictions where they may lawfully be offered. For the avoidance of doubt, all information and materials contained in this Platform should not be treated as an offer, solicitation, invitation, advice or recommendation of any investment products or services to any person in any country where it is unlawful to make such an offer, solicitation, invitation, advice or recommendation.

17.3      General Disclaimer of Information and Materials: The information and materials contained in the Platform are provided on an “as is” and an “as available” basis without any express or implied warranties of any kind including warranties of merchantability, non-infringement of intellectual property rights, fitness for particular purpose, or absence of computer viruses. Any files downloaded or opened from this Platform are done so at the user’s own risk.

17.4      Information on Platform not Advice: All information and materials containing forward-looking statements on the Platform are expressed as of the date of writing and may be affected by future events and risks foreseen and unforeseen, the likelihood and effects of which are not capable of precise assessment and may cause actual results, performance or achievements to materially differ from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. We are under no obligation to ensure that updates of such future events, risks foreseen and unforeseen are brought to your attention. Without limiting the generality of the foregoing, Slate Alt does not represent or warrant the accuracy, adequacy or completeness of the information and materials contained in this Platform and expressly disclaims any liability for any errors or omissions in such information and materials. The information and materials contained in this Platform are not intended to be treated as professional advice or advice in whatever nature and should not be relied upon as such. Persons accessing this Platform are advised to obtain appropriate independent professional advice, if needed.

17.5      Information and Materials Provided by Other Members:  Content provided on the Platform which have been produced, linked, published, displayed, broadcasted, transferred, transmitted, or distributed by Members of the Platform do not represent Slate Alt’s standpoint. Slate Alt shall not be taken as endorsing, recommending, approving, guaranteeing or introducing such information or material and their contents. Slate Alt does not represent or warrant the accuracy, adequacy or completeness of such information and materials and shall not be liable for any errors or omissions in such information and materials.

17.6      Third-Party Links: Unless otherwise specified, information and materials provided in other websites/ web applications to which a hyperlink is offered on the Platform do not represent Slate Alt’s standpoint and Slate Alt shall not be taken as endorsing, recommending, approving, guaranteeing or introducing any service/ product referred to in such other websites/ web applications. Further, Slate Alt is not responsible and shall not be liable with respect to the content available on any hyperlinked websites/ web applications and access to and use of which is at the user’s own risk.

17.7      No Obligation to Store Information: We do not warrant or represent to store any Content which you have produced, linked, published, displayed, broadcasted, transferred, transmitted, or distributed on the Platform. It is your responsibility to ensure that all Content which you upload are available to you and are not lost should there be any removal of such Content from the Platform.

17.8      Interactions with other Members: We are not responsible for the actions of other Members of the Platform and your interactions with other Members. We shall not be taken to have the obligation to regulate interactions between you and other Members and shall not be liable for the actions of any Member of the Platform.

17.9      No Implied Representation or Warranty: You agree and acknowledge that Slate Alt is not making any representation or warranty whatsoever, express or implied, except those representations and warranties of the Company explicitly set forth in this Agreement and the Further Terms and Conditions.

17.10    No Advice: We are not licensed and regulated as a financial adviser under the FAA. We do not provide advice with respect to any aspect of transaction conducted through the Platform, other than advice on the technical use of the Platform. We cannot and will not provide you with any investment, legal, financial, taxation or other advice, and nothing on the Platform or communications between you and us shall be taken to constitute such advice.

17.11    Slate Alt only as a Facilitator: You agree that Slate Alt is a closed deal room for Members and that Slate Alt does not provide any advice (financial, legal, or otherwise). Other than general prerequisites, Slate Alt does not at any time set the specific prerequisites for a Deal (including but not limited to the valuation of the Company, the investment amount or number of issued Securities).

  1.   LIMITATION OF LIABILITY

To the maximum extent permitted by law, we are not liable for any direct or indirect loss or damage, foreseeable or otherwise, including any direct, consequential, special or exemplary damages arising from your use of the Platform or any information contained in it, including but not limited to loss of profit, loss of income, loss of revenue, business interruption and goodwill losses arising out of or in connection with this Agreement and the Further Terms and Conditions or the use or inability to use our Services or Platform.

  1.   RELATION OF THIS AGREEMENT WITH OTHER AGREEMENTS

This Agreement shall be read together with the Further Terms and Conditions and any other agreements that you agree to be bound by in the course of your use of the Services and Platform. If there is any conflict between any of these agreements, the latest of the agreements into which you have entered shall take precedence.

  1.   RIGHT TO AMEND TERMS

You agree that we shall have the right to supplement, vary, or amend this Agreement and/or the Further Terms and Conditions from time to time. You agree that you shall have received notice of any supplements, variations, and/or amendments where Slate Alt uploads any of such supplements, variations and/or amendments on its Platform. You agree that you shall have the obligation to review such supplements, variations and/or amendments and agree to be bound to such supplements, variations and/or amendments. In the event you do not agree to the supplements, variations and/or amendments, you must cease and refrain from any use of the Platform and/or our Services and send us a notice to terminate your Membership with the Platform in accordance with Clause 14 (Termination and Suspension of Membership).

  1.   JURISDICTION, CHOICE OF LAW

21.1      Governing Law: This Agreement and all its subsequent variations shall be governed, construed, and interpreted in accordance with the laws of Singapore for every purpose.

21.2      Jurisdiction: In relation to any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings“), each of the Parties irrevocably submits to the exclusive jurisdiction of the Singapore courts and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum.

21.3      Lex Situs You agree that all Services and activities that we conduct with you take place within Singapore, regardless of where you may be physically located at the time you use the Platform or otherwise engage with us.

  1.    ASSIGNMENT, NOVATION AND DELEGATIONS

22.1      You agree that your Account and Membership with the Platform are personal to you. As such, you agree that all your rights and obligations under this Agreement and the Terms and Conditions may not be assigned, novated, transferred, or delegated to any third-party unless provided for in this Agreement or with prior written consent from Slate Alt.

22.2      You agree that we have the right to assign, novate and/or transfer any or all our obligations and rights under this Agreement to any person.

  1.   RIGHTS OF THIRD PARTIES

23.1      Except otherwise provided for in this Agreement, CRTPA shall not apply to this Agreement and any person who is not a Party to this Agreement shall have no right whatsoever under the CRTPA to enforce this Agreement or any of its terms.

23.2      Slate Alt’s servants, agents, directors, partners, officers, affiliates, employees, advisers or representatives, past, present or future, and all companies which are part of Slate Alt’s Group shall have right to enforce this Agreement as if they were Slate Alt and a party to this agreement.

  1.   PERSONAL DATA

24.1      As part of our obligations to protect your Personal Data, we have set out the processes and procedures we will undertake in providing our services to you. These have been set out in our Privacy Policy and you may refer to the Privacy Policy with respect to how we will treat your Personal Data. By using the Platform, you agree to the Privacy Policy.

24.2      You agree that we may from time to time use your personal data in order to contact you via email, telephone, SMS, fax, regular mail, or by other means, for the purposes including but not limited to updating you, providing you with information, and for seek clarification of any query we or you may have.

  1.   MISCELLANEOUS

25.1      Severability: If any term of this Agreement and the Further Terms and Conditions is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect.

25.2      Entire Agreement: this Agreement and the Further Terms and Conditions embody the entire understanding of the Parties hereto with respect to the subject matter of the Terms and Conditions and there are no promises, terms, conditions or obligations, oral or written, express or implied (whether by law or otherwise) other than those contained herein save and except those mutually agreed in writing between the Parties hereto after the due execution of this Terms and Conditions or amended.

25.3      Time is of the Essence: Time shall be of the essence of this Agreement, both as regards to the dates and period mentioned and as regards any dates and periods which may be substituted for them in accordance with this Agreement or by further agreement in writing between you and Slate Alt.

25.4      Survival Clauses 9 (Intellectual Property Rights) and 11 (Confidentiality) shall survive the termination of this Agreement.

25.5      Remedies and Waivers: No failure or delay on the part of any Party to this Agreement to exercise any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

25.6      No Partnership, Agency or Fiduciary Relationship Nothing in this Agreement and the Further Terms and Conditions shall be construed as creating a partnership, principal-agent relationship, joint venture or fiduciary relationship between you and Slate Alt, any of Slate Alt’s servants, agents, directors, partners, officers, affiliates, employees, advisers or representatives, past, present or future, and all companies which are part of Slate Alt’s Group.

25.7      Further Assurance: The Parties shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as the other Parties may reasonably require to fulfil the provisions of and to give to each Party the full benefit of this Agreement.