The use of the AIFMetrics Platform i.e. software platform and/or mobile application, (“Platform”) will be governed by these Terms of Use, Privacy Policy and any other disclaimers and terms published on the Platform (together referred to as “Terms”), and these Terms constitute a valid and binding agreement between AIFMetrics Pte. Ltd. (“AIFMetrics” / “We” / “Us” / “Our”) and you. These Terms are binding upon AIFMetrics and you and govern your use of the Platform.

  1. About AIFMetrics
    1. AIFMetrics is a company incorporated under the Laws of Singapore with Unique Entity Number: 201922060C and registered office at 30 Cecil Street #19-08 Prudential Tower Singapore 049712.

  2. Our Role
    1. AIFMetrics is the proprietor of a technology platform that enables private digital distribution and reporting marketplace solutions. The Platform connects Asset Management Companies (“AMCs”) with their Distributors and Investors, making it easier to distribute and provide digital performance reporting of a wide range of Alternative Investment Funds, Portfolio Management Service Funds and other Structured Products (collectively referred to as “AIFs”) that are invested only through private placement. The Platform enables AMCs to report the performance of their AIFs to their prequalified Distributors and existing Investors. Our Platform is not available directly to Investors but only through the AMCs that manage their existing investments.

    2. In our role in making our Platform available to Investors, AMCs and Distributors, we act as an intermediary between such stakeholders participating in the performance reporting of AIFs. Our authorization from AMCs permits us to provide real-time access on the performance of their AIFs in a digital format to their Investors and Distributors.

    3. Through your acceptance of these Terms and / or your use of the Platform, you understand, acknowledge and agree that our role is limited to aggregating information relating to AIFs and we do not:

      1. Review and/or check any information for completeness and/or accuracy;

      2. Give any warranties or make any representations as to the availability; suitability and/or future performance of any AIFs; although we may assist by capturing relevant information enabling the AMCs and/or Distributors to conduct such an assessment based on the information supplied by the relevant Investors and/or their Authorised Representatives;

      3. Provide any advice and/or recommendation in respect of any User Material;

      4. Constitute a recommendation, guidance or proposal in regard to the suitability of any product in respect of any financial needs of the users, of any AIFs and/or in any tax matters.

      5. Assume any responsibility or liability for any risk / losses faced by users as a result of inaccuracy / incompleteness of the said information on the Platform;

      6. Carry out any due diligence in respect of any AIFs;

      7. Complete any tax or other filings or formalities relating to any AIFs.

  3. Whom do these Terms Apply to?

    These Terms are applicable to Investors, their Authorized Representatives, Distributors and AMCs and their respective Nominated Users (collectively referred to as “Registered Users”).

  4. Updates / Modifications to the Terms
    1. AIFMetrics reserves the right to update / modify / amend the Terms from time to time at its sole discretion. Such updates / modifications / amendments will become effective immediately upon its posting on the Platform.

    2. Your continued use of the Platform following the posting of the updates / modifications / amendments to the Terms will have deemed to be your acceptance of the revised terms.

  5. Regulatory
    Through your use of the Platform, you understand, acknowledge and agree that:
    1. The Platform is not registered or regulated by any securities or financial regulator in any jurisdiction, and we do not act in the capacity of a stock broker, financial advisor, depository, depository participant, custodian of securities, credit information company, credit rating agencies and such other intermediaries notified by securities or financial regulators.

    2. We are not engaged in promoting the securities or stocks of any company listed on any stock exchange.

    3. By using the Platform, we are not inducing any person to invest in the stocks of any company. Any transaction or contract executed by you directly / indirectly through your use of the Platform shall be your sole responsibility and we will have no liability in relation to such transactions or contracts.

    4. This Platform does not constitute an invitation to buy or the solicitation of an offer to sell investments in any AIFs.

    5. The information available on the Platform should not be construed as investment advice or financial services.

  6. Use of the Platform Through your visit, access and / or use of the Platform:
    1. You agree that you have read, understood and agree to the Terms and acknowledge that the Terms shall apply to you and be binding on you.

    2. You have full power and legal capacity to enter into an agreement with us on these terms.

    3. If you are a Nominated User, you have been duly authorized by the AMC or the Distributor (as applicable) to use and access the Platform on behalf of the AMC or the Distributor (as applicable).

    4. You represent and warrant that you are aged 18 years or over and are competent under applicable laws to agree with us on these terms and be bound by them.

    5. You represent that you have the mental capacity and are of sane mind to take responsibility for your actions and consequences arising out of such actions involving the use of the Platform.nd be bound by them.

    6. You accept the responsibility for complying with all applicable laws and agree that you will not access the Platform from an area where there is a restricted access to the Platform for any reason whatsoever.

    7. You agree that any information provided and submitted to or via the Platform (including any information provided during the registration process) is complete and accurate and agree to promptly provide any further information reasonably required by us or any competent authority. You will notify us promptly (by updating your user account details or by otherwise contacting us) if there is any material change in any such information provided.

    8. You will not share any information with us which is prohibited to share under any insider trading regulations.

    9. If you are an Authorized Representative:
      1. you have a proper and valid authority to act on behalf of the relevant Investor(s) in relation to viewing the performance and investment opportunities in such AIFs, including to bind such Investor(s) to these terms and to review their AIF performance on behalf of the Investor(s);

      2. you will provide, upon our request, evidence of such authority to our reasonable satisfaction; and you will inform us immediately in the event your authority to act on behalf of the Investor(s) is terminated for any reason;

  7. Restrictions
    1. You should not use the Platform:
      1. For any purpose that is unlawful, illegal or forbidden by law

      2. In any manner that harms AIFMetrics or its directors, employees, affiliates, distributors, partners, service providers, and / or any other user.

      3. To remove any copyright and other proprietary notices contained in any content on the Platform.

      4. To copy, modify, create any derivative work of, or include in any other products or any portion thereof, or either directly or indirectly decompile, disassemble, decipher, reverse engineer, re-engineer or otherwise attempt to derive or reduce to human form the source code or the underlying ideas, algorithms, structure or organization from AIFMetrics and/or the Platform or directly or indirectly decompile, disassemble, decipher, reverse engineer, re-engineer or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure or organization from AIFMetrics and/or the Platform.

      5. To copy, decompile, reverse engineer, or otherwise attempt to discover or reduce to human-perceivable form any source code, or use any data mining, robots, or similar data gathering and extraction tools, sell, assign or otherwise transfer any intellectual property in the Platform.

      6. To send communications containing unsolicited / unauthorized advertisements, promotions or marketing material.

      7. To provide services to third parties (other than Registered Users) or to download or copy account information for the benefit of third parties (other than Registered Users).

      8. License, sell, rent, lease, transfer, assign, distribute, display, disclose, utilize or otherwise commercially exploit (other than as permitted under these terms), or otherwise make the Platform available to any third party (other than a Registered User).

      9. To collect or harvest any information or data from the Platform (other than as permitted under these terms in connection with the receipt of the Services) or our systems or attempt to decipher any transmissions to or from the servers running the Platform.

      10. In any manner other than as agreed in the Terms.

    2. While you use the Platform, you specifically undertake not to host, display, upload, modify, publish, transmit, update or share any content, through the Platform, that:
      1. Belongs to another person and to which you have no right.

      2. Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever.

      3. Harms minors in anyway.

      4. Infringes any patent, trademark, copyright, or other proprietary rights of AIFMetrics or any third party.

      5. Violates any applicable laws.

      6. Deceives or misleads the addressee about the origin of such messages or communicates any information that is grossly offensive or menacing in nature.

      7. Impersonates another person.

      8. Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer resource.

      9. Attempt to gain unauthorized access to the Platform (and/or any content), the server on which the Platform is stored, or any server, computer or database connected to our Platform;

      10. Attacks the Platform via a denial-of-service attack or a distributed denial-of service attack.

      11. Threatens the unity, integrity, defense, security, or sovereignty of any country, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

    3. We reserve the right not to act on your instructions where it is suspected that the person logged into the user account is an impersonator or any illegal / fraudulent activity or unauthorized use is suspected.
    4. We have the right to discontinue your access to the Platform at any point in time for any reason including but not limited to the breach of the Terms.
  8. Permissions
    1. Our Platform may provide you with a functionality to enable various Nominated Users to access your account on our Platform, for example your employees, account administrators who upload User Material or relationship managers of Distributors. Where the Platform provides for different levels of permissions, with different rights of access attached to any such permission, you will be solely responsible for activating such level of permission as you find appropriate for each such Nominated User.

    2. It is your responsibility to keep all your Nominated User permissions under review and activate or deactivate such permissions as appropriate. We do not accept any liability whatsoever and howsoever arising, whether to you or any Nominated User, in relation to any use by your Nominated Users of our Platform

  9. User Registration
    1. The Platform is offered exclusively to our network of Registered Users and is not open to the unregistered users.

    2. We have a right to refuse you access to the Platform, if you do not register or fail to register yourself with us for specific services requiring pre-requisites, mandatory registrations etc. as published from time to time.

    3. When you register an account on the Platform:

      1. You agree to provide true and accurate information for the purpose of registration, (e.g.; name, contact number, email address etc., as may be required).

      2. You understand and accept that any and all information provided as part of such registration, or is otherwise collected is governed by and subject to the terms of the Privacy Policy.

      3. You will select a unique user name and password for setting up a user account.

      4. You understand that a User account is successfully created only when a “Welcome to AIFMetrics” confirmation email is sent to the email address provided by you during the process of registration.

      5. You understand and accept that from time to time, you may be provided with additional codes or passwords necessary to access and use certain offerings, features or functions of the Platform.

      6. You undertake that you will operate only one user account and not register multiple accounts with the Platform.

      7. You undertake not to share your user account details with any other person for their use of the Platform.

      8. You grant us the right to send you any and all transactional and marketing / informational communications anytime via email and / or SMS.

      9. You understand and accept that if there is no login to the Platform for a continuous period of 12 months, the user account may automatically get suspended / cancelled.

      10. You agree to notify us immediately of any breach of security, loss, theft or unauthorized use of an email address, username or password or on about your decision to deactivate your user account due to security concerns. For the avoidance of doubt, it is hereby clarified that AIFMetrics shall not be liable for any activity on the user account in the event of any loss, theft or unauthorized use of the account login details, unless such loss, theft or unauthorized use is attributable solely to our default.

      11. You will not allow your account login details (including any security questions) to be used by any other person, unless such Registered User account has been reassigned by us in its entirety to another person, in which case the prior Registered User shall no longer have any right to access and use the Platform.

    4. If a subscription is not discontinued or cancelled by you, we have the right to renew the subscription as per your subscribed plan and associated terms automatically, without providing prior initiation to you. In such an event, no refund of fees will be processed.

    5. 5. If you have any security related concerns, you can contact support at [email protected]. We reserve the right to disclose any information about Users including their registration data in order to comply with any applicable laws and / or requests from regulatory authorities / courts of law and to safeguard the interests of Our Users.

    6. 6. We may be required to comply with our own identification and verification procedures, referred to in these terms as “know your customer” or “KYC” checks for the purpose of anti-money laundering law, sanctions and other laws and regulations. If the necessary information is not already available to us, we have the right to ask Investors and Authorised Representatives to provide to us various information and documentation which is necessary to comply with the Applicable Laws (“KYC-related information”). You agree to provide any reasonably requested KYC-related information and documentation to us promptly. If you do not provide any requested KYC-related information and/or documentation to us within 14 calendar days from our request, we will have the right to terminate this agreement in accordance with this Agreement. We have the right to engage a third party to conduct KYC checks on our behalf and you agree that we can use credit reference agencies in the performance of this function.

  10. User Account Suspension/Termination and Deactivation
    1. Our rights to suspend and terminate:

      1. We have the right to terminate our agreement with you if there is no activity in your account for a 12-month period, on 30 days’ prior written notice via email of the proposed termination.

      2. We have the right to terminate our agreement with you immediately, if:

        1. we cease to be authorised by the relevant AMC;

        2. you are in any breach of your obligations under this Agreement;

        3. you are in a material breach of any other provisions of these terms;

        4. we have reasonable grounds to believe that you have been involved in fraud or other criminal activity;

        5. if you are a Nominated User of an AMC or a Distributor and our agreement with such AMC or Distributor is terminated for whatever reason;

        6. if we are instructed by an AMC or Distributor that you have ceased being a Nominated User of such AMC or Distributor (as applicable); or

        7. You are an Authorised Representative and your appointment as an Authorised Representative is terminated for whatever reason.

      3. There may be circumstances which will lead to suspension of your user account and as a result of which you will be prevented from accessing and utilizing the Platform. In such events, we may also be required to supply relevant user details and data to the applicable authority, regulator, court or other third parties in order to comply with applicable laws or court orders/judgments. These circumstances are including but not limited to, the following activities:

        1. Fraud or attempt to defraud;

        2. Money laundering;

        3. Involvement in collusion, rigging or cheating of any kind;

        4. We have a reason to believe that you are less than 18 years old;

        5. You are accessing the Platform from a jurisdiction, wherein such use of the Platform or the provisions therein are illegal/ not permitted;

        6. You are trying to access Platform from a territory where we do not accept users;

        7. You are found violating the Terms and conditions in any manner;

        8. You have been involved in criminal activity.

      4. The suspension shall continue during any ongoing investigations and pending unresolved issues.

      5. Notwithstanding anything mentioned anywhere in these terms and conditions, we reserve the right to suspend your user account at any time for any reason. We also reserve the right to initiate appropriate civil or criminal action against you in the event of material breach of these Terms and Conditions or applicable laws.

      6. Upon suspension of your user account, regardless of the reason(s), your right to use the Platform immediately ceases. We will not be liable to the user or any third party for any claims or damages arising out of such suspension of user account or any other actions taken in connection with such account suspension.

    2. Deactivation of user account:

      You may deactivate the account at any time by selecting “Deactivate User Account” on the settings page or by writing to us at [email protected]. If you wish to resume using the Platform, you will be required to reactivate the existing account at any time by using the re- registration link on the home page or writing to us at [email protected].

    3. Your cancellation/termination of account:

      If you are an Investor or an Authorised Representative acting for an Investor, you can cancel your account on our Platform at any time by notifying us in writing.

    4. Access to the Platform after termination:

      On termination for whatever reason, we will disable your access to your account on our Platform and we may, at such time as we consider reasonable, delete your account on our Platform.

      Termination of these terms shall not affect any rights, remedies, obligations or liabilities that we or you have accrued up to the date of termination, including the right to claim damages in respect of any breach of these terms which existed at or before the date of termination.

  11. Intellectual Property Rights
    1. "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software and programs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

    2. "AIFMetrics", the AIFMetrics logo, the and domain name and any other product or service name or slogan displayed on Our Platform are trademarks of AIFMetrics and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of AIFMetrics or the applicable trademark holder. In addition, the look and feel of Our Platform, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of AIFMetrics and may not be copied, imitated or used, in whole or in part, without Our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in Our Platform are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.

    3. Rights of AIFMetrics:

      1. You acknowledge and agree that all the rights, title and interests in the Platform and all the Intellectual Property Rights therein or related thereto are solely and absolutely owned by AIFMetrics and shall continue to vest with AIFMetrics at all times.

      2. AIFMetrics and / or its licensors assert all proprietary rights in the trademarks and copyright depicted on the Platform. Any unauthorized use of the AIFMetrics trademarks or copyright in connection with any other good, service or offering will constitute an infringement of the trademark and copyright of AIFMetrics and / or its licensors and may be actionable under the applicable laws.

      3. In the event you upload or post to our Platform any User Material on behalf of another person, for example on behalf of an Investor, Distributor or AMC, you warrant and represent that you have appropriate authority and license to make such User Material available on the Platform. You hereby grant us a perpetual, non-revocable, worldwide, royalty-free license to use, copy, distribute, display, reproduce, modify, adapt, the User Material on the Platform and further waive any rights that you may have under applicable law in case we do not exploit such rights for any period of time.

    4. Rights of User:

      1. Nothing in these terms provides any right, title and interests of assignment or ownership in the Platform and / or the Intellectual Property Rights associated therewith to the user, and AIFMetrics reserves all rights in relation thereto not expressly granted to the user under these Terms.

      2. AIFMetrics grants to Registered Users, a limited royalty-free right and license for personal and non-commercial use of the information contained on the Platform, for the time that you are a Registered User with the Platform solely for the purpose of receiving the Services for the duration of this agreement and to the extent necessary in connection with the permitted use of the Platform by such Registered User.

      3. The User hereby undertakes that the User shall not apply, either by himself / herself / itself or through any third party, for any copyright, trademark or any intellectual property for any aspect of the Intellectual Property Rights relating to the Platform, whether or not such intellectual property has been provided under these terms or developed by AIFMetrics for the purposes of these terms.

      4. The User agrees not to represent AIFMetrics as their own Platform or brand or intellectual property and technology.

  12. Third Party Content
    1. A party other than AIFMetrics (including our officers, employees and/or affiliates) and the User constitutes a “Third Party” under these terms.

    2. Links to Third Party Site/ Third Party Services: The Platform may display, or contain links to, third party products, services, and websites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other Users or other Third Parties on the Platform, or which is accessible through or may be located using the Platform (collectively, "Third Party Content") are those of the respective authors or producers and not of AIFMetrics or its shareholders, directors, officers, employees, agents, or representatives. We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are in no way responsible for the performance of or liable for, and does not endorse any Third Party Content or any information or materials advertised in any Third Party Content. While using the Platform, the User may be exposed to content that is offensive, indecent, or objectionable. AIFMetrics is not responsible or liable, directly or indirectly, for any damage or loss caused to the User by use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is the sole responsibility of the User to evaluate the information, opinion, advice, or other content available on and through Platform.

    3. In addition to the foregoing, you will always identify and respect the Intellectual Property Rights of Third Parties over any subject matter and will not use them in any manner during the transactions, unless specifically authorized by the holder/s of such intellectual property rights.

  13. Confidentiality and Privacy Policy
    1. We are not obliged to disclose to you information where its disclosure to you would be a breach of duty or confidence to any other person.

    2. You and We will at all times keep confidential all confidential information acquired in consequence of, or in connection with, the Services, except for information which we or you are bound to disclose by law or regulation or by request of regulatory or fiscal agencies or courts of competent jurisdiction or to their professional advisers.

    3. We may collect, store, use, process and transfer to third parties, information provided by you at the time of registration of your user account, or during the course of use of the Platform, including personal information that is governed by the applicable data protection laws and the Privacy Policy.

    4. For more information on the security measures and systems that we have in place for the protection of personal Information collected on the Platform, please refer to the Privacy Policy available at [please enter link]. Acceptance of these Terms, and use of the Platform, shall be deemed to constitute your acceptance of the terms of the Privacy Policy.

    5. You represent and warrant, on a continuous basis, that:

      1. all information provided during your registration (including any of the aforementioned information) is, to the best of your knowledge, accurate and up-to-date;

      2. (b) you will update any such information promptly and without undue delay if your circumstances change; and

      3. (c) You will provide us promptly such information and/or documentation as we may reasonably require for verifying such information.

    6. We reserve the right to request additional information and/or confirmation of your status, for example if required under any Applicable Laws, for example by authorities outside of Singapore.

    7. Authorisation to release data - You agree to promptly provide consent upon our request, or upon a request from the relevant AMC, appropriate authorisation in a digital form on our Platform in a form specified by us or the relevant AMC, authorising such AMC to release to us any data and information relating to your AIFs with such AMC (and/or other investments, not arranged via the Platform), including, but not limited to, any performance data in respect of such investments. You acknowledge that we may share any information received from you in connection with your registration and/or any expression of interest for an AIF with the relevant AMC(s) in connection with their own data gathering process on interest received across AIF investment opportunities.

  14. Disclaimer

    We exclude all representations and warranties relating to the Platform including content therein. AIFMetrics disclaims any representation and warranties for the security, reliability, quality, timeliness, and performance of (i) the Platform and content on the Platform; (ii) third party products or services advertised on or received through any links or other sources provided on the Platform; (iii) any information, content or advice received through third party sites or links provided on the Platform. We make no warranty or representation that any errors in the Platform will be corrected.

    You agree that use of the Platform is at your sole discretion. We are not responsible for any consequences arising out your use of the Platform.

    The Platform is provided via the internet and as a result we do not guarantee its uninterrupted availability. This is because interruptions, delays and/or other problems are inherent in the provision of services via such communication facilities. We reserve the right to temporarily suspend, withdraw or restrict the availability of all or any part of the Platform, to the extent necessary for operational reasons and ensure that reasonable endeavors shall be made to minimize the effects of any such suspension, withdrawal or restriction and to notify the users of any such suspension, withdrawal or restriction. The Platform and information and / or documentation therein is provided on a “AS IS” and “AS AVAILABLE” basis. This means that we simply publish such User Material on the Platform, without adding or otherwise amending in any way its content. The Registered Users uploading or entering any such User Material onto the Platform are solely responsible for the completeness and accuracy of it. Neither AIFMetrics nor any third party service providers are liable for any network, technical or other operational difficulties or problems which may result in loss of your data, monetary loss, personalization settings or other interruptions in the features offered on the Platform. Neither AIFMetrics nor any third party is liable for the deletion, loss, mis-delivery, timeliness or failure to store or transmit any features or other aspects of the Platform, content on the Platform or your personalization and / or User account settings.

  15. Limitation of Liability

    To the fullest extent permitted by law, AIFMetrics is not and will not be liable for any indirect, remote, punitive, special, incidental, consequential, or exemplary damages (including, without limitation, loss of business, revenue, profits, goodwill) arising out of or in connection with the Platform, even if AIFMetrics has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including without limitation to damages due to: (a) the use of or the inability to use the Platform or (b) conduct of any user on the Platform (c) unauthorized access to or alteration of transmissions or data, (d) malicious or criminal behavior, or false or fraudulent transactions (e) technical or other operational lapses on the Platform.

    In any event, the liability of AIFMetrics arising out of these terms shall not exceed SGD 1000.

  16. Indemnity

    You agree and undertake to keep AIFMetrics and its licensors, subsidiaries, associates, affiliates and partners from and against any and all losses, costs, expenses, damages or other liabilities incurred from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party, due to or arising out of or in connection with: (a) Your use of the Platform, (b) Your breach of any provision of the Terms or applicable laws, (d) The User Material posted or uploaded on the Platform, (c) Any fraud, negligence, wilful misconduct or intentional wrongdoing on your part,

    You will not settle or compromise any such matter without our prior written consent. We will be entitled to participate in such defense through our own counsel at your cost and expense.

  17. Miscellaneous
    1. Force Majeure: None of the Parties shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that Party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.

    2. Assignment: We have the right to transfer our rights and obligations under these terms to another organisation / person, including for example as a result of transfer of our business to another organisation. We will always tell you in writing if this happens within at least 7 calendar days from the transfer and we will ensure that the transfer will not affect your rights under these terms. You may only transfer your rights or your obligations under these terms to another person only with our prior written consent.

    3. Third party rights: No person other than you and us shall have any rights to enforce any of these terms and, notwithstanding any provision of these terms.

    4. Entire Agreement: If you are a Nominated User these terms and any other documents issued by us to you constitute the entire agreement between us in relation to our Services, which means that all the terms governing our relationship are set out in these terms and not any other documents. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

    5. Relationship: The Parties to this Agreement are independent persons/entities and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto and neither Party shall make any representation that suggest otherwise.

    6. Severability: If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and continue to operate in full force and effect.

    7. Waiver: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If any legal action is brought to enforce any obligations hereunder, the prevailing Party shall be entitled to receive its attorney’s, fees, court costs and other collection expenses, in addition to any other relief it may receive. If we do not enforce any provision against you, failure to enforce on that occasion shall not prevent enforcement on later occasions.

    8. Survival of Provisions: Notwithstanding any other provision to the contrary herein, terms, which by their nature survive termination or expiration of this Agreement shall bind the Parties following any expiration or termination of this Agreement, in addition to those otherwise specifically detailed in this Agreement.

    9. Jurisdiction and Governing Law: This Agreement shall be governed by the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat and venue of the arbitration shall be Singapore. The arbitral tribunal shall consist of one arbitrator. The language of the arbitration shall be English. Notwithstanding the above, in the event of any breach of the provisions of this Agreement, both parties shall be entitled, in addition to all other remedies, to obtain injunctive reliefs from appropriate courts of competent jurisdiction. If any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect.

    10. Headings and Sub-Headings: The headings and sub-headings in this Agreement are for convenience only and do not affect the meaning of the relative clause.

    11. Defined Terms: Various terminology as defined under these terms shall be read and construed strictly and the said definitions are used and shall apply solely to these terms and not any other agreements which the User may execute with AIFMetrics.

    12. Notices: Any notices given under or in connection with these terms shall be in writing and shall be

      • (i) delivered by hand or pre-paid first-class post or other next working day delivery service at our contact address specified in this Agreement (if delivered to us) and at your contact address provided by you (if delivered to you); or

      • (ii) sent by email to [email protected] (if sent to us) or to your contact email address (if sent to you), or communicated via messaging facility on the Platform (if available).

      • Any notice shall be deemed to have been received
      • (i) if delivered by hand, on signature of a delivery receipt;

      • (ii) if sent by pre-paid first-class post or other next business day delivery service, on the second business day after posting or at the time recorded by the delivery service; or

      • (iii) if sent by email or via our Platform, at 9.00 am on the next business day after transmission.

  18. Feedback

    We provide you with a mechanism to give feedback, suggestions and ideas about Our Platform ("Feedback"). You agree that we may, in our sole discretion, use the Feedback in any way, including in future enhancements and modifications to the Platform. You hereby grant to us a perpetual, worldwide, fully transferable, sub licensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose, in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

  19. Contact Us

    If you have any questions or concerns regarding the Terms or for any technical support, please contact us at [email protected].

  20. Interpretation Unless the context of this Agreement otherwise requires:
    1. words of any gender include each of the other genders;

    2. words using the singular or plural number also include the plural or singular number, respectively;

    3. the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement and not to any particular clause, article or section of this Agreement;

    4. whenever this Agreement refers to a number of days, such number shall refer to calendar, unless otherwise specified;

    5. headings and captions are used for convenience only and shall not affect the interpretation of this Agreement; and

    6. no provision of this Agreement shall be interpreted in favor of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.

  21. Definitions
    1. "Adviser" means an independent financial adviser duly appointed by an Investor.

    2. "AMC" means a person who has entered into an agreement with AIFMetrics to reflect the performance, portfolio and investment related User Material of the AMC’s AIFs and has given AIFMetrics the consent to on-board their Distributors and Investors to view User Material of such AIFs on the Platform to enable reporting and/or other Services.

    3. "Applicable Laws" means any laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services.

    4. "Authorised Representative" means a person authorised by an Investor to access the Platform on such Investor’s behalf, including, but not limited to an Adviser, a trustee acting for a trust Investor, or a director of a corporate Investor.

    5. "Investor Platform" / “Platform” means an instance of the Platform available at or any other website and/or mobile application designated by us from time to time to enable direct access to our Platform for Investors.

    6. "Investor" means a person who has been on-boarded by their AMC with whom the person has made AIF investments; to view the performance of such AMC’s AIFs on the Platform.

    7. "Nominated User" means: (i) a member of a AMC’s personnel authorised by such AMC to access and use the Platform on its behalf and/or to manage the reporting and listing of AIFs by such AMC on the Platform; or (ii) a member of a Distributor’s personnel authorised by such Distributor to access and use the Platform on behalf of such Distributor.

    8. "Registered User" / “User” means a Nominated User, an Investor or an Authorised Representative of an Investor.

    9. "Services" means the services provided by AIFMetrics to its Registered Users via the AIFMetrics Investor Platform.

    10. 10. “User Material” means any content, data, information, text, images, videos, audios, audio-visuals, opinion, recommendations, advice, views, and any other material uploaded or published by an AMC on the AIFMetrics platform.