Platform Terms & Conditions

1. Introduction

   1. The Terms of Use and the terms and conditions contained herein (the "Platform Terms") governs your use of the Platform and Services. By using the Platform and Services, you unconditionally accept and agree to be bound by the Terms of Use and the Platform Terms in its entirety. The obligations imposed on you in the Platform Terms shall be in addition to, and not in substitution of the obligations set out in the Terms of Use.

   2. We may amend the Platform Terms at any time by posting a revised version of the Platform Terms (the "Revised Terms") on the Platform. Such Revised Terms shall be effective immediately upon posting. You should check the Platform Terms periodically for, and read carefully, any such Revised Terms. Your access to or continued use of the Platform and Services after the effective date of the Revised Terms constitutes your acceptance of the Revised Terms.

   3. If a material change is made, we may notify you by email, a notice on the Platform, or at such other places we deem appropriate. A "material change" will be determined at our sole discretion, in good faith, using common sense and reasonable judgment.

   4. In the event of any conflict between the current version of the Platform Terms and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

   5. If you should participate in any property co-investment transaction, the Platform Terms shall be deemed to be incorporated into the Investment Participation Agreement that you are a party to. In the event of any conflict or inconsistency between the Platform Terms and the Investment Participation Agreement, the terms of the Investment Participation Agreement shall prevail.

2. Definitions

   1. In the Platform Terms, unless the context otherwise requires, any term used but not defined herein but is defined in the Terms of Use shall have the meaning ascribed to that term in the Terms of Use. Subject to the foregoing and unless the context otherwise requires, the following terms shall have the respective meanings:

      "Administrator" refers to an entity appointed by RealVantage to facilitate the administration and management of the Investment(s) owned by the SPV(s). The Administrator will be RV Asset Manager Pte. Ltd., or an RV Group company;

      "Availability Period" means the pre-determined period of time, as specified in the Fact Sheet, during which Members may participate in an Investment Opportunity;

      "Authority" includes any governmental department, ministry, statutory board or other entity having regulatory or licensing authority over a Member;

      "Business" shall have the meaning ascribed to it in Part 1 of the Schedule to the Investment Participation Agreement;

      "Confidential Information" shall have the meaning ascribed to it in Clause 23.1;

      "Designated Account" means the Member's designated bank account from which the Member's funds are remitted to the Investor Account, and all payments due to the Member pursuant to the Platform Terms shall be deposited;

      "eDDA facility" means electronic direct debit authorisation facility;

      "Investor Account" means a designated bank account established solely for RV investors and operated jointly by RV and the Account Administrator;

      "Fact Sheet" means the information relating to an Investment Opportunity, including the Target Amount, the Investment Period, and the deadline by which the Target Amount must be reached;

      "Account Administrator" means an escrow agent or law practice appointed by RV to review and oversee the operations of the Investor Account and approve all incoming and outgoing remittances;

      "Intellectual Property Rights" includes service marks, trade marks, copyrights, trade and business names, rights in the nature of unfair competition rights and rights to sue for passing off, trade secrets, confidentiality, know-how and information used in or relating to the Services, the benefit of all licences, permissions and rights given or granted to RV by third parties;

      "Investment" refers to the Business to be owned and operated by an SPV, the particulars of which are set out in Part 1 of the Schedule to the Investment Participation Agreement;

      "Investment Commitment" refers to the Member submitting a request, via the Platform, to reserve an amount equivalent to the Principal Sum for the purposes of participating in an Investment Opportunity;

      "Investment Opportunity" refers to a real estate investment opportunity posted on the Platform which Member may choose to invest in by making an Investment Commitment and "Investment Opportunities" shall have the corresponding meaning;

      "Investment Participation Agreement" means the agreement entered into between the Matched Members governing their relationship with one another, the SPV and Investment to be made or made by the SPV;

      "Investment Period" means the minimum period of time, specified in the Fact Sheet, that a Business will be owned and operated by the SPV, subject to any variation pursuant to the terms of the Investment Participation Agreement governing that SPV;

      "Match", "Matched" or "Matching" refers to the process of bringing together Members who have submitted Investment Commitments in relation to a specific Investment, and ensuring that their aggregate Principal Sum is equal to the Target Amount within the Availability Period;

      "Matched Members" refers to all Members who have collectively made Investment Commitments to a specific Investment, and whose aggregate Principal Sum has met the Target Amount.

      "Principal Sum" means the amount that a Member wishes to invest in a particular Investment Opportunity;

      "SPV" shall have the meaning ascribed to it in Clause 9.6.1;

      "Target Amount" includes the cost of acquisition of the Investment, all related costs (including legal costs), expense and disbursements incurred in aforesaid acquisition and the incorporation of the SPV;

      "Terms of Use" means RV's Terms of Use, as found at link;

      "Trade Secrets" include ideas, know how, show how, methods, techniques or processes that derives independent economic value from not being generally known to, and not being readily accessible persons who can obtain economic value from its disclosure or use.

   2. In the Platform Terms:

      1. clause headings are inserted for convenience only and shall not affect the interpretation of the Platform Terms;

      2. words importing the plural shall, except where the context otherwise requires, include the singular and vice versa;

      3. references to the masculine gender shall include the feminine or neuter genders and vice versa;

      4. the words "including," "includes," and "include" are deemed to be followed by the words "without limitation";

      5. a reference to any statute or legislation shall be deemed a reference to such statute or legislation for the time being in force, and as may be amended from time to time, and be deemed to include any subsidiary legislation made under it; and

      6. references to persons shall be construed as references to an individual, firm, company, body corporate, statutory board, government body, incorporated body of persons, association or trust as the context may require, and their respective successors in title and assigns.

3. Use of Platform and Services

   1. The Terms of Use and the Platform Terms collectively contain the terms by which:

      1. you use the Platform and the Services; and

      2. you, together with other Members, collectively participate in the various Investment Opportunities,

      subject to any Investment Participation Agreement that you may become a party to.

   2. The Terms of Use and the Platform Terms shall be deemed to be incorporated into all Investment Participation Agreements. In the event of conflict or inconsistency between Terms of Use and the Platform Terms on the one part and an Investment Participation Agreement on the other, the terms of the Investment Participation Agreement shall prevail.

4. Participating in Co-Investing Opportunities

   1. When you access the Platform, you will have access to a variety of investment-grade Investment Opportunities located worldwide. In order to participate in any co-investment transaction:

      1. please select the Investment Opportunity that you wish to participate in;

      2. ensure that you have sufficient funds in the Investor Account to meet your Principal Sum. If there are insufficient funds, you must deposit sufficient monies into the Investor Account to meet your Principal Sum by the deadline for the drawdown; and

      3. execute the Investment Participation Agreement, and all other documents that are required, for the relevant Investment Opportunity.

   2. The terms of the Investment Participation Agreement shall only become binding if the Target Amount of the Investment Opportunity is matched by the aggregate Investment Commitments within the Availability Period.

5. Investor Account

   1. The Investor Account is provided as a short-term facility to hold any funds you wish to utilise when participating in any property co-investment opportunities. The Investor Account allows you to enter into an Investment Commitment on demand and with minimal delay. It is provided to you for convenience and it is not intended to be a service in its own right. There shall be no interest payable on funds deposited in the Investor Account.

   2. Funds in the Investor Account are kept and maintained separately from RV's own bank accounts, and RV shall have no access to the funds in the Investor Account.

   3. You undertake to remit the funds from your Designated Account to the Investor Account and for the such funds to be held according to the terms and conditions set out in the Platform Terms.

6. Payments to the Investor Account

   1. Prior to remitting funds to the Investor Account, you shall provide RV with the particulars of your Designated Account. You shall also provide the transaction remittance information, such as the transaction reference number, date of remittance and amount remitted to RV each time you make a remittance to the Investor Account.

   2. All fund remittance to the Investor Account shall only be effected from the Designated Account. The Designated Account must be held in your name and no third party payments shall be permitted. You shall ensure that all funds are forwarded net of any bank service charges, which must be borne by you directly.

   3. You acknowledge that the date of remittance does not evidence that monies have been transferred to the Investor Account. Only an email confirmation sent out by RV to your designated email address shall be conclusive evidence (in the absence of manifest error) that the monies remitted by you has been credited to the Investor Account.

7. Utilisation of Investor Account Funds

   1. When you make an Investment Commitment, RV will reserve an amount equivalent to the Principal Sum of that Investment Commitment from your monies held in the Investor Account. If there are no (or insufficient) funds standing to your credit in the Investor Account, the Investment Commitment will not be deemed to be finalised unless the Investment Commitment funds have been deposited into the Investor Account by the stipulated deadline in the Investment Opportunity. You will not be permitted to withdraw or utilise this earmarked amount for any other Investment Opportunities for a period ending on the earlier of:

      1. when the Investment Opportunity for which the Investment Commitment was made is withdrawn or terminated, whether or not the Target Amount is matched;

      2. when the Target Amount for that Investment Opportunity is not matched by the Availability Period; or

      3. if the Principal Sum has been utilised towards the Investment Opportunity, when your share of the profits resulting from the sale of the property is credited into the Investor Account.

   2. To facilitate the ease of transferring funds from your Designated Account to the Investor Account, you may utilise your bank's eDDA facility (if available). When you utilise the eDDA facility, you agree and acknowledge that:

      1. the use of the eDDA facility is subject to the terms and conditions specified by the bank where your Designated Account is maintained;

      2. the use of the eDDA facility may be subject to charges and fees imposed by the bank;

      3. you shall ensure that the amount you wish to transfer via the eDDA facility is correct;

      4. you irrevocably authorise RV to deduct such amount as you have specified in your eDDA instructions from your Designated Account;

      5. RV shall not be responsible for any claims, liabilities, losses, costs and expense arising or resulting from your request not being processed or if the fund transfer is unsuccessful for any reason whatsoever.

   3. If the Target Amount is in a currency that is different from the currency standing to your credit in the Investor Account, RV will arrange for your funds to be converted to the relevant currency at the prevailing exchange rates set by RV's appointed foreign exchange service provider. You agree and acknowledge that:

      1. the conversion shall be subject to the terms and conditions of the appointed foreign exchange service provider; and

      2. RV shall not be responsible for any losses arising from the foreign exchange conversion, or if the conversion cannot be made within the Availability Period for any reason beyond RV's reasonable control.

   4. You hereby irrevocably authorise RV and the Account Administrator:

      1. to release the Principal Sum specified in your Investment Commitment towards the payment of the acquisition cost of the Investment upon the SPV entering into a contract for the acquisition of the aforesaid Investment;

      2. to release such sums from the funds available to you in the Investor Account to fulfill your obligations or liabilities in accordance with the Platform Terms, or the terms of any Investment Participation Agreement that you are a party to.

8. Payments to You

   1. We will only permit any request for the release of funds in the Investor Account to you if:

      1. such amounts have not been reserved and/or designated for withdrawal to fulfill your obligations under any Investment Commitment and/or Investment Participation Agreement;

      2. you have made a withdrawal request via the Platform; and

      3. such withdrawal is approved by RV and the Account Administrator.

   2. Subject to Clause 8.1, the requested amount will only be credited to your Designated Account within seven (7) Business Days net of bank charges and fees, if any, imposed by the remitting bank.

   3. All funds to be remitted to you shall be in the currency standing to your credit in the Investor Account. If the Designated Account does not accept funds in the relevant currency, the funds will either be converted according to the prevailing spot rate of exchange (which shall not be disputed by you in any circumstances) of the Investor Account Bank or your bank where the Designated Account is opened net of any applicable bank charges and fees. Such amount shall be the final and conclusive amount to be received by you.

   4. To prevent fraud, all funds payable to you shall only be remitted to the Designated Account. No payments to any third parties will be permitted. If the Designated Account is not a Singapore-based bank account, prior to remitting any monies, RV and/or the Account Administrator reserve the right to request for further documents and information for the purpose of verifying the account holder's identity.

   5. If you change your Designated Account, you shall notify RV within three (3) Business Days of such changes. Neither RV nor the Account Administrator shall be responsible for any losses, damages, interests, claims, costs and expenses that you may suffer as a result of your failure to notify us of such changes by aforesaid deadline.

9. Matching of Investment Opportunity and Investment Participation Agreement

   1. To participate in an Investment Opportunity, you must make an Investment Commitment which is the way you communicate to us your decision to commit the Principal Sum towards the relevant Investment Opportunity. You are not allowed to change your Principal Sum once you have submitted the Investment Commitment over the Platform.

   2. You can make as many Investment Commitments as you like, but the Investment Commitments will only be deemed confirmed when you have deposited sufficient funds in Investor Account to meet the Principal Sum of each Investment Commitment by the deadlines specified for each Investment Opportunity. Notwithstanding the foregoing, RV reserves the right not to permit you to participate in an Investment Opportunity.

   3. When you make an Investment Commitment, the Platform will aggregate your Principal Sum to the Principal Sums committed by other Members in respect of the specific Investment. Investment Commitments are irrevocable and may not be withdrawn once submitted over the Platform.

   4. If the Target Amount is matched by the aggregate Investment Commitments within the Availability Period, the funds will be utilised, amongst others, towards payment of the relevant Investment's acquisition cost and incorporation of the SPV that will own the Investment.

   5. If the Target Amount is not matched by the aggregate Investment Commitments within the Availability Period, the Investment Opportunity is deemed withdrawn and your Principal Sum shall be remitted back to you and credited into the Investor Account, free of interest.

   6. If the Target Amount is successfully matched within the Availability Period, the following shall take place:

      1. RV shall, in its sole discretion, incorporate a suitable special purpose vehicle ("SPV"), such as a limited partnership, a limited liability partnership or a legal entity (including a private limited company), to acquire and operate the Business;

      2. depending on the type of SPV incorporated and the nature of the Investment Opportunity, the participating Members will be registered as partners or shareholders of the SPV or as Note holders;

      3. RV shall nominate its representative as managing partner or director of the SPV to oversee and manage the operations of the SPV and the Business;

      4. the Administrator shall engage lawyers and other advisors to conduct the necessary due diligence checks on the seller or owner of the property (as the case may be), the sponsor, trustee or manager and such other parties involved in the transaction;

      5. subject to the satisfactory results being received from the due diligence conducted on the property and aforesaid parties, the SPV shall issue an LOI or obtain an Option to participate in the Investment;

      6. where applicable, the Account Administrator shall remit to the seller (or its solicitors) a deposit out of the Target Amount;

      7. the SPV shall execute the definitive agreement(s) for the acquisition of the Investment, or such other document as is required by the laws of the country where the property is situated;

      8. upon execution of the definitive agreement(s), all participating Members shall be deemed to have entered into an Investment Participation Agreement governing their relationship with one another, the SPV and the property;

      9. where applicable, upon completion of acquisition of the Investment, the Account Administrator shall remit the balance cost of acquisition to the seller, or its solicitors;

      10. notwithstanding the foregoing, if the transaction is aborted for any reason, your Principal Sum shall be refunded to you free of interest. RV shall not be liable to you in any way for the abortive transaction.

   7. You hereby understand and agree that:

      1. when you place an Investment Commitment in relation to an Investment Opportunity, you are, in effect, committing to acquire an interest in the SPV that will own the Investment. You will not be named as a party to the definitive agreement(s) relating to the acquisition of the Investment;

      2. your interest in the SPV will be expressed as a percentage of your Principal Sum contained in your Investment Commitment against the Target Amount of the relevant Investment Opportunity;

      3. RV, its employees or affiliates may, from time to time, participate in Investment Opportunities; and

      4. upon the Target Amount being matched by the Availability Period or the SPV entering into the definitive agreement(s) for the acquisition of the Investment, whichever is later, an Investment Participation Agreement is deemed to be entered into between the Matched Members. You are deemed to have read, understood and agreed to the terms contained in the Investment Participation Agreement.

10. Member Acknowledgement

    1. You acknowledge and agree that:

       1. RV is not the legal or beneficial owner of any of the properties posted on the Platform and, accordingly, RV is not contracting on its own behalf in any of the transactions;

       2. by availing the Platform and Services to you, RV is not carrying out any estate agency work as defined in the Estate Agents Act 2010;

       3. our decision to publish an Investment Opportunity on the Platform does not constitute any approval or endorsement of the property or any representation by us that all information and material contained in the Fact Sheet accurately reflect the risks associated with the property;

       4. we reserve the right to withdraw any Investment Opportunities at any time without prior notice.

       5. you have read and fully understand the Fact Sheet of the relevant property before making an Investment Commitment;

       6. RV solely facilitates, strictly on an "execution only" basis, your participation in any Investment Opportunity. Neither RV nor the Administrator has any discretion or power to make any decision on your behalf on whether to participate in any Investment Opportunity or the type of Investment Opportunity to participate in;

       7. we have not offered you any investment advice relating to the suitability of any of the Investment Opportunities listed on the Platform; and

       8. you must obtain your own independent legal, financial, tax and other advice on any decision to participate in any Investment Opportunity.

11. Investment Risks

    1. You acknowledge and agree that the value and performance of an Investment Opportunity, and accordingly the Principal Sum you have invested, are subject to potential risk factors, including:

       1. there is a risk that you may lose all your monies on such investments;

       2. the projected returns may be lower than expected or you may not receive a dividend due to market conditions;

       3. risks associated with investments in foreign jurisdictions, this includes additional tax liabilities, transactions cost, changes in tax laws and capital controls;

       4. downturns in international, national, regional and local economic conditions;

       5. competition from other properties;

       6. increases in the supply of or decreases in the demand for similar or competing properties in the target market;

       7. tenant turnover;

       8. tenant's breach of terms of lease agreement, including default in payment of rent or premature termination of lease;

       9. bankruptcies, financial difficulties or breach by tenants of terms of the lease agreement;

       10. currency fluctuation;

       11. debt financing risks including interest rate fluctuation, debt servicing and repayment of loan;

       12. changes in operating costs and expenses;

       13. changes in, or increased costs of compliance with, governmental laws, rules and regulations, including changes in tax, real estate, environmental and zoning laws;

       14. the ongoing need for capital improvements, particularly in older properties;

       15. increases in property-level maintenance and operating expenses;

       16. sanctions, restrictions or lockdowns imposed by governments, civil unrest, acts of war or terrorism, or acts of God;

       17. an increase in counterparty or Sponsor risk (being the risk of monetary loss which investors may be exposed to if any of its counterparties or sponsors encounters difficulty in meeting its obligations under the terms of its respective transaction);

       18. there may be delays in the exit of such Investment Opportunity due to poor market conditions, construction stoppage or an overall fall in investment sentiments; and

       19. the illiquidity of real estate investments generally.

    2. You should NOT participate in any Investment Opportunity offered unless you fully understand the risks and are prepared to take such risks. You should carefully consider whether an Investment Opportunity is suitable for you in light of your knowledge and experience in financial and business matters, investment objectives, financial means and the risks that you are prepared to take.

12. Representations and Warranties

    1. By agreeing to the Platform Terms, you represent and warrant to us that:

       1. you are of sound mind and have the legal capacity to agree to the Platform Terms;

       2. you have full power, capacity, authority and legal right to observe and perform all obligations set out herein;

       3. if you are a legal entity, the execution, delivery and performance of the obligations contemplated in the Platform Terms will not violate any applicable laws, rules or regulations, will not require any approval or consent of any Authority, do not conflict with or contravene your Constitutional documents, the provisions of any shareholders' agreement affecting you, the provisions of any agreement, instrument or arrangement to which you are a party to, or by which you are or may be bound;

       4. all information and documents that you have provided or will provide to us are true and accurate in all respects; and

       5. all confirmations, declarations and statements that you have given and/or made during the your application to be registered as a Member are true and correct in all respects.

    2. You hereby acknowledge and agree that each of the representations and warranties in this Clause are repeated each time you use the Platform or Services or when submitting an Investment Commitment.

13. Accuracy of Information

    1. The Platform and Service are provided "as is" and on an "as available" basis. We do not warrant that the Platform and Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

    2. While every measure has been taken to ensure the accuracy and completeness of the information on the Platform, we do not guarantee or make any warranties or representations regarding the accuracy or completeness of such information. RV reserves the right to add, remove or amend the Content on this Platform at any time.

    3. RV shall not be responsible for the accuracy, currency, reliability and correctness of any Content that is provided by third parties nor for the accuracy, currency, reliability and correctness of information from third-party sources, links or references to information sources (including websites) outside its control.

    4. You should not assume any information contained on this Platform to be accurate or complete. All information should be examined and verified through independent sources and you should make your own assessment regarding the accuracy, reliability and correctness of such information.

    5. RV, its directors, employees, servants and agents shall not be liable, to the fullest extent permissible by law, for any losses, damages, claims, liabilities, interest, costs (including legal costs) and expenses arising by reason of (i) any person using or relying on the Content, or (ii) any error or incompleteness of fact, or lack of care in the preparation or publication of the Content.

14. Independent Advice

    1. Nothing on this Platform should be construed as investment advice and does not constitute a recommendation to participate in any Investment Opportunity or that any Investment Opportunity is suitable for any specific purposes or any specific person. Further nothing contained on this Platform shall constitute financial, legal, tax or other advice, nor should any decision to participate in any Investment Opportunity be made solely based on the Content.

    2. As the Investment Opportunities offered on the Platform involve risk and may result in loss, you should:

       1. should seek independent advice from a relevant qualified expert before making any decision;

       2. decide whether or not to participate in any transaction, based on your own independent evaluation and analysis, having regard to your financial commitments, investment objectives and risk tolerance;

       3. only commit such funds that you are financially able to bear the risk of loss having regard to your financial commitments.

    3. We shall not be responsible for any financial losses (whether direct or indirect) that you may incur as a result of your participation (or failure to participate) in any Investment Opportunities.

15. Information on Past Performance

    1. You should not rely on any information regarding the past performance of any type of property or the country in which a property is situated as a guarantee of future performance.

    2. Any information regarding returns on investment experienced by our Members are solely for illustrative purposes only, and do not constitute an express or implied warranty or representation that you will likewise experience similar returns on your investments, as the returns on investment will vary from one Member to another.

16. Information on Forward-Looking Statements

    1. Some of the statements contained in the Fact Sheets are forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.

    2. Forward-looking statements are identifiable by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "targeted," "projected," "underwritten," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These forward-looking statements include statements concerning the property, risk factors, plans and projections.

    3. These statements involve known and unknown risks, uncertainties, and other factors that may cause the investment's actual performance or results to be materially and adversely different from any future performance or results expressed or implied by such forward-looking statements.

17. No Prospectus or Offer to Sell Security

    Nothing contained on the Platform shall be understood as an offer or advertisement of any products or services that may be described therein. The contents and materials on this Platform shall not constitute an offer to sell or a solicitation to buy or participate in any "security" under or as defined in the Securities and Futures Act 2001 nor shall such contents or material constitute a "prospectus" under or as defined in the SFA. The securities made available through the Platform are offered to you in reliance on the exemption under section 272A(1) of the Securities and Futures Act ("SFA"). These offers are not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore (the "Authority").

18. Fees

    1. RV may charge an Acquisition Fee upon completion of the acquisition of the Investment in a matched Investment Opportunity. The Acquisition Fee will be a percentage of the acquisition cost of the Investment.

    2. In consideration of its services to the SPV, the Administrator may charge a monthly Management Fee in accordance with the terms of the Investment Management Agreement.

    3. RV will charge a Disposal Fee upon completion of the sale of the Investment, if applicable.

    4. Specific details of the Acquisition Fee, Management Fee and Disposal Fee for each Investment will be set out in its Fact Sheet and contained in the Investment Participation Agreement of that specific Investment. All Acquisition Fees, Management Fees and Disposal Fees shall be borne by the relevant SPV's.

19. Trade Marks, Copyrights and Restriction

    1. All Content on the Platform are proprietary to, or is licensed by RV. Such Content is protected by copyrights, trademarks, service marks, and/or other intellectual property rights that are governed by Singapore and worldwide intellectual property laws.

    2. The names, trade marks, service marks and logos (collectively the "Trade Marks") appearing on the Platform are the registered or unregistered Trade Marks of RV, its affiliates, business partners or service providers. Nothing in this Terms of Use shall be construed as granting to you any licence or right to use any Trade Marks.

    3. You shall not, without our prior written approval:

       1. use the Trade Marks in relation to any product, service, or website;

       2. copy, reproduce, adapt, modify, distribute, publish, post, or otherwise use or exploit any Content on the Platform in any way or for any purpose;

       3. distribute or make any part of the Platform available over any other website or network;

       4. hyperlink or in-link the Platform and/or Trade Marks to any website;

       5. frame or otherwise incorporate into another Platform any of the Content or other materials on the Platform.

    4. Whilst you may use the Trade Marks or the Platform in a descriptive manner, you shall not refer to the Trade Marks or the Platform in any way to suggest that you or your Platform is affiliated to or is endorsed by RV, its affiliates, business partners or service providers.

20. Links to Third Party Sites

    The Platform may contain links to other Platforms ("Linked Sites"). The Linked Sites are provided for your convenience and information only and, as such, you access them at your own risk. The Content of any Linked Sites is not under our control. We are not responsible for, and do not endorse, such Content, whether or not we are affiliated with the owners of such Linked Sites.

21. Indemnity

    1. You shall indemnify and hold harmless RV, its directors, officers, employees, agents, servants, the Account Administrator and its service providers against all claims, losses, damages, penalties, fines, interest, costs (including legal costs) and expenses arising or resulting from:

       1. your breach of any of the provisions of the Terms of Use, the Platform Terms or any Investment Participation Agreement that you are a party to;

       2. your breach any warranties and representations contained in the Terms of Use, the Platform Terms or any Investment Participation Agreement that you are a party to;

       3. any false or inaccurate information and/or documents that you have provided to us, in particular, during your application to open an Account;

       4. any fraud or illegal activity committed by you whilst using the Platform or Services;

       5. any third party accessing/using your Account, whether with or without your permission, or your failure to keep your UserID and password private;

       6. any claim made against you for actual or alleged infringement of our Intellectual Property Rights or any actual alleged infringement of a third party Intellectual Property Rights arising out of or in connection with the Services or your use of the Platform.

22. Exclusion of Liability

    1. RV, its directors, officers, employees, agents, servants, the Account Administrator and its service providers shall not be liable for any loss, damages, expenses, claims, costs (including legal costs), expenses arising from the following circumstances:

       1. any disruption, denial of service, downtime, system outage or inability to access or use the Platform and/or Services, including ISP or host equipment failure, communications networks failure, network failure, natural events, acts of war, or legal restrictions and censorship;

       2. your participation, or failure to participate, in any Investment Opportunity;

       3. any actions taken by RV in accordance with the terms and conditions of the Terms of Use, the Platform Terms or any Investment Participation Agreement;

       4. any misstatements, inaccuracies, errors or omissions appearing in any Fact Sheet, any Content or the Platform;

       5. any adverse tax implications suffered by you as a result of using the Platform or Services; or

       6. any third party accessing/using your Account, whether with or without your permission, or your failure to keep your UserID and password private.

23. Confidentiality

    1. For the purpose of the Platform Terms, "Confidential Information" means all confidential information belonging to RV, and includes information contained Fact Sheets, the properties posted on the Platform and such other information that should reasonably be recognised as confidential in nature. Confidential Information shall not include information which:

       1. enters the public domain through no fault on your part or a breach of an obligation of confidentiality owed by any party to RV;

       2. at the time of the disclosure is or has been disclosed to you by an independent third party whose source is not directly or indirectly RV, its affiliates, employees, servants, agents or contractors; or

       3. is independently developed, generated and/or discovered by you without access to or use of the Confidential Information, as evidenced by written records.

    2. You shall have the burden of proving that any information falls within the exceptions set out in the above sub-clauses.

    3. You shall:

       1. use the Confidential Information solely for the purposes and in connection with an Investment Commitment that you have made or an Investment Participation Agreement that you are a party to;

       2. keep all Confidential Information strictly confidential and not disclose the same without the prior written approval of RV;

       3. immediately notify RV of any suspected or actual unauthorised use, copying or disclosure of Confidential Information;

       4. assist RV in relation to any proceedings we may take against any person for unauthorised use, copying or disclosure of the Confidential Information; and

       5. not to make any unauthorised copies of any Confidential Information without the prior written consent of RV.

    4. You shall be entitled to disclose the Confidential Information only to your employees, professional advisers or solicitors (the "recipient") who reasonably need access to the Confidential Information to advise you on any Investment Opportunity or to facilitate the performance of your obligations under any Investment Commitment or Investment Participation Agreement, and on condition that such recipient shall have:

       1. entered into legally binding confidentiality obligations with you on terms equivalent to those set out herein;

       2. been informed of RV's interests in the Confidential Information and the terms herein;

       3. been instructed to treat the Confidential Information as secret and confidential in accordance with the provisions of the Platform Terms;

       4. provided always that your obligations to secure the confidentiality of such Confidential Information shall continue to apply and that you shall remain liable for any unauthorised disclosure or use thereof by the recipient(s).

    5. As damages may not be sufficient remedy for a breach of this Clause, we reserve the right to seek specific performance or injunctive relief to prevent any threatened or actual breach of this Clause. The obligations of confidentiality contained in this Clause shall survive the termination of your use of the Platform and/or the Services.

24. Suspension and Termination of Account

    1. You may terminate your Account by giving at least fourteen (14) days' written notice to us provided:

       1. you have no outstanding Investment Commitments; and

       2. you are not a party to subsisting Investment Participation Agreement.

    2. If the pre-conditions in Clause 24.1 are satisfied, RV may terminate your Account immediately by giving written notice to you if you breach of any of the provisions of the Terms of Use or the Platform Terms, or any of the terms of an Investment Participation Agreement that you are a party to. If the pre-conditions in Clause 24.1 are not satisfied, RV reserves the right to suspend your Account. Notwithstanding the foregoing, RV reserves the right to suspend your Account:

       1. In the event of your death or legal incapacity;

       2. if you are made a bankrupt, or if you a legal entity, you are wound-up;

       3. if you enter into any composition or arrangement with your creditors generally.

    3. Upon suspension of your Account:

       1. any payments due from you pursuant to the Platform Terms shall become immediately due and payable. RV shall have the right to deduct such payments from the amounts standing to your credit in the Investor Account or any amounts due to you pursuant to any Investment Participation Agreement;

       2. you will have limited functionality and access to the Platform and Services. In particular, you will not be permitted to view or participate in any Investment Opportunities. You will only be able view the transactions that you are a party to prior to the suspension of your Account.

    4. Upon termination of your Account, howsoever arising:

       1. subject to sub-clause 24.4.4, you will not have access to the Platform and/or the Services. In particular, you will not be permitted to view or participate in any Investment Opportunities;

       2. your membership to the Platform, and all associated rights and benefits will be terminated;

       3. any outstanding fees or payments due to you pursuant to provisions of the Platform Terms will be deducted from the funds standing to your credit in the Investor Account. We will, as soon as practicable, remit any balance funds to your Designated Account;

       4. you may access to your Account for a period of fourteen (14) days to download records of your transactions on the Platform. Upon the expiry of the fourteen (14) day period, your access to your Account will be terminated and we will have no obligation to store or provide you with any information relating to your transactions on the Platform.

    5. The termination of your Account shall be without prejudice to RV's accrued rights and we shall not be liable to you for any loss or damage occasioned by the aforesaid termination. For avoidance of doubt all disclaimers, indemnities and exclusions in the Platform Terms shall survive the termination of your Account.

25. Communication

    1. Each notice or other communication given or made under the Platform Terms shall:

       1. be in writing delivered by prepaid post, or by e-mail;

       2. be deemed to have been received, unless otherwise proven, in the case of a letter, two (2) Business Days if posted to an address within Singapore or ten (10) Business Days if posted to an overseas address and, in the case of an e-mail, at the time when the e-mail was sent; and

       3. be sent to you at the address/e-mail stated in your Member Profile and, in the case of RV, to the following address:

          Address: 12 Kallang Avenue #03-26, Aperia, The Annex, Singapore 339511

          E-mail: support@realvantage.co

26. Relationship of Parties

    Nothing in the Platform Terms shall be construed as to create any fiduciary relationship between you and RV, or any partnership or joint venture between you and RV. In no event shall either Party be considered an agent or employee of the other Party.

27. Assignment

    1. RV may at any time assign and transfer to any person, company or entity all or any part of Platform Terms, as well as the rights and benefits thereunder and, in such event, the Platform Terms shall thereafter be read and construed and shall have effect as if the assignee were a party hereto with the intent that the assignee shall have the same rights under Platform Terms as if assignee had been an original party hereto.

    2. You shall have no right to assign Platform Terms or the rights and benefits thereunder to anyone without the prior written consent of RV. Except as otherwise provided herein, Platform Terms shall be binding upon and inure to the benefit of the respective successors and assigns of the Parties.

28. Remedies

    The remedies conferred by the Platform Terms shall be in addition to any other remedy that is available to us at law or in equity. The election of any one or more of such remedies on our part shall not constitute a waiver by us of the right to pursue any other available remedy.

29. Severability

    If any Clause or part of a Clause of the Platform Terms shall be, or be found by any authority or Court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of the Platform Terms, all of which shall remain in full force and effect.

30. Waiver

    No failure or delay on our part to exercise any right, power or remedy under the Platform Terms shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver on our part of any breach by you of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

31. Prevailing Language of Agreement & Notices

    1. The Platform Terms is in English and if the Platform Terms is translated into and/or signed in any language other than English, the English language text shall prevail in the event of any discrepancy or inconsistency between the translation and the English language text.

    2. Each notice, instrument, certificate or other communication to be given by one party to another pursuant to the Platform Terms or in connection with the Platform Terms shall be in English and in the event that such notice, instrument, certificate or other communication or the Platform Terms is translated into any other language, the English language text shall prevail in any and all events and circumstances.

32. Third Parties' Rights

    1. Subject to Clause 32.2, a person who is not a Party to this Agreement shall not have or acquire any right to enforce any term of this Agreement (including, but not limited to, any right to enforce or have the benefit of any exclusion or limitation of liability contained in this Agreement) under the Contract (Right of Third Parties) Act 2001 of Singapore.

    2. The Administrator and Account Administrator may enjoy the benefit or enforce the terms of the Platform Terms in accordance with the provisions of the Contract (Right of Third Parties) Act 2001.

33. Governing Law and Submission to Jurisdiction

    The validity, construction and performance of the Platform Terms shall be governed by and interpreted in accordance with the laws of Singapore, and you hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of Singapore.