Terms & Conditions - INSEAD Angel Club Southeast Asia

General

Proprietary

Except as may be required by law or stated otherwise, the website and its contents, links, documents, assumptions, numbers, texts, images, files, discussions, either attached and/or inline, and their existence (individually or collectively, “Website”), are proprietary and protected under copyright laws. You are advised that copying, distributing or taking any action in reliance on this Website is strictly prohibited without the prior written consent of the Company, its employees, affiliates and/or representatives (collectively or individually, “We” or “Our”).
No part of this Website may be used for any purpose other than the intended use as We specified. Reproduction, modification, storage in a retrieval system or re-transmission, in any form or by any means, electronic, mechanical or otherwise, for reasons other than its intended use, is strictly prohibited without prior written permission.

Disclaimer

This Website, its contents and its services are PROVIDED “AS IS” SOLELY FOR CONVENIENCE, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We may or may not have verified any information contained in this Website and assume no responsibility for errors or omissions herein. This Website, the contents and/or the services herein are for illustration purposes only and may / may not reflect the actual activity. This Website must not be used, in whole or in part, as a precedent for any other document or activities. This Website, the contents and/or the services may include technical or other inaccuracies, and not everything referenced herein may be available.
Internet communications cannot be guaranteed to be timely, secure, not-infected, not-intercepted, corrupt-, error- or virus-free. We do not accept liability for any damage inflicted by this Website, its contents or its services.

Others

The views and opinions included in this Website belong to their respective author(s) and do not necessarily mirror Our views and opinions. Our employees are obliged not to make any defamatory clauses, infringe, or authorize infringement of any legal right. We do not take any liability for such statements included in this Website. In case of any damages or other liabilities arising, employees are fully responsible for the content of their emails. We cannot be held responsible for this Website or for the consequences of the actions taken based on the information provided in this Website.
By continuing to use this Website, you agree to be bound by these legal terms and other documents expressly referred to in them.

Additional Terms & Conditions for Angels & Ventures

INSEAD Angel SEA Club (“INSEAD Angel SEA Club” or “we”, “us”, or “our” or “the Club“) offers a portal (our “Portal”) through our websites, along with the features, functionalities, applications, browser extensions and other services available through our websites (collectively, our “Websites”) (our Portal and Websites are referred to herein as our “Platform”). We also provide a platform to Issuers looking to issue offerings (the “Technology Services”). Our Platform is intended to be used by start-up enterprises, including their affiliated entities, officers, directors, owners, employees and contractors (“Issuers”) listing testing-the-waters campaigns or offerings on our Platform (the “Offerings”) and individuals who are either visiting or registered with us as investors desiring to research Offerings, communicate with Issuers, and to invest, or potentially invest, in Offerings through our Platform (the “Investors”).

These Terms of Service (“Terms”) apply to our Platform, including, but not limited to, our Websites that link to these Terms and any related services, applications or platforms where these Terms appear or are linked. By accessing or using our Platform in any way, including, without limitation, accessing any portion of our Platform or submitting anything to us through or in connection with our Platform, you agree to read, comply with, and be legally bound by: (1) these Terms; (2) any additional terms and conditions agreements, and policies published on our Platform or otherwise made available to you that are applicable to your use of our Platform (the “Rules”); and (3) any other agreements applicable to your access to or use of our Platform (the “Additional Agreements”). These Terms, the Rules, and any and all Additional Agreements are collectively referred to in these Terms as the “Agreements”.

REVIEW THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR PLATFORM (IN WHOLE OR IN PART), YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS YOU ARE NOT ELIGIBLE TO ACCESS OR US OUR PLATFORM (IN WHOLE OR IN PART). FURTHER, IF YOU ARE NOT ELIGIBLE TO USE OUR PLATFORM PURSUANT TO ANY OF THE OTHER AGREEMENTS, YOU ARE NOT PERMITTED TO ACCESS OR USE OUR PLATFORM AS PROHIBITED UNDER SUCH OTHER AGREEMENTS.

1. ACCEPTANCE AND APPLICABILITY OF AGREEMENTS

1.1. Acceptance of Agreements. By access or using our Platform you agree to be bound by these Terms, whether you access or use our Platform as a visitor (meaning that you browse our Platform without creating an account) or as a registered user (meaning that you have registered with us as either an Issuer or Investor). To use our Platform as a registered user, you must read and confirm that you accept these Terms and any other applicable Agreements.

1.2. Eligibility Representations and Warranties. Without limiting anything set forth in the Agreements, our Platform is intended for use solely by individuals who are at least 18 years of age (or age of majority if higher in your place of residence) and are legally permitted to engage in the activities available through our Platform. To that end, in addition to anything set forth in the Agreements, by accessing and using our Platform, you represent to us that: (1) you are 18 years of age or older (or age of majority or older if higher in your place of residence); (2) you are legally able to enter into contracts; (3) you are not a person barred from receiving or using our Platform under federal, state, local or other laws (including, but not limited to, any residency or other requirements, as applicable to you, placing or investing in any Offering on our Platform); and (4) you have not previously been suspended or prohibited from using our Platform for any reason.

1.3. Changes to Terms. We may update or modify these Terms from time to time by posting a revised version of these Terms on our Websites. Where required by applicable law, we will provide you with notice of any such changes, either through your account, by email, or other communication methods permitted by law or the Agreements. Otherwise, changes to these Terms may be made without providing notice to you. You can always review the most current version of these Terms by clicking the “Terms of Service” link on our Websites. By accessing or using our Platform after any modification of these Terms, you agree to be bound by such modifications.

1.4. Our Rights. We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without liability to you or any third party:

(a) change or terminate all or any part of our Platform;

(b) restrict or terminate your access to all or any part of our Platform;

(c) refuse, move, or remove anything that is available on our Platform; or

(d) deny access to our Platform to anyone at anytime in our sole and absolute discretion.

1.5. Conflicts. In the event of any conflicts between these Terms and any other Agreement, unless otherwise specified in such other Agreement, these Terms shall control.

2. ACCEPTABLE USE OF OUR PLATFORM

2.1. Acceptable Use. Your access to and use of our Platform must comply with the following (the “Acceptable Use Restrictions”):

(a) You are only allowed to access and use our Platform for its intended purposes, as determined by us in our sole discretion.

(b) Without limitation, you are not allowed to access or use our Platform to: (1) publish, post, distribute or disseminate any content which is or could reasonably be viewed as: (a) hate speech, obscene, harassing, threatening, pornographic, abusive or defamatory to an individual or group of individuals on the basis of religious belief, race, gender, age, disability or otherwise; (b) inciting violence, or containing graphic or gratuitous violence; (c) an unauthorized commercial communication of any kind (including, without limitation, spam); (d) fraudulent, inaccurate or misleading, or otherwise objectionable content of any kind; (e) infringing or violating someone else’s rights or otherwise violating the law; or (f) identifying any person without their consent or disclosing anyone else’s personal contact details or invading their privacy; (2) violate any laws; (3) transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature; or (4) engage in commercial activity except as expressly permitted under the applicable Agreements.

(c) You are also prohibited from: (1) reformatting or framing any portion of our Platform; (2) using any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of our Platform; (3) taking any action that imposes, or may impose, as determined by us in our sole discretion, an unreasonable or disproportionately large load on our information technology infrastructure; (4) modifying, adapting, translating, disassembling, decompiling, translating or reverse engineering any portion of our Platform or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of our Platform; (5) disrupting or otherwise interfering with our Platform or the networks or servers we use; (6) impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity; (7) collecting or storing, or attempting to collect or store, personal information about other users of our Platform, except as expressly permitted under the applicable Agreements; (8) engaging in any activity that is illegal under federal, state, local, or other laws; (9) creating a false identity on our Platform; (10) creating an account on our Platform for anyone else (except when, and only to the extent, you create one or more sub-accounts on our Platform for your employees or other representatives that are authorized to use or access our Platform on your behalf); (11) releasing to any third party information related to your access to or use of our Platform for purposes of monitoring our Platform’s availability, performance, or functionality, or for any other benchmarking or competitive purposes without our prior written approval; (12) copying our Platform, except as expressly permitted under the applicable Agreements; (13) accessing or using our Platform in a service bureau or time-sharing environment (including, without limitation, accessing our Platform to provide third parties a service consisting solely of the collection and entry of data and other information on our Platform); (14) selling, assigning, transferring, sublicensing, pledging, renting, or otherwise sharing your rights under the Agreements; (15) creating any derivative works based on our Platform; and (16) modifying, obscuring, or removing any proprietary notices on our Platform or copies thereof.

2.2. Companies and Other Legal Entities. If you are a company or other legal entity, the following provisions apply:

(a) Our Platform may only be accessed and used by you and your officers, employees and contractors you authorized to access and use our Platform on your behalf (“Authorized Users”);

(b) Without limiting anything provided in the applicable Agreements, you shall be responsible for the actions of your Authorized Users in connection with your obligations under the applicable Agreements, including, without limitation, any access to or use of our Platform. You shall ensure that your Authorized Users: (1) do not breach the applicable Agreements; and (2) comply with all applicable laws in connection with their access to and use of our Platform; and

(c) You acknowledge and agree that any breach of the applicable Agreements by your Authorized Users constitutes your breach of the applicable Agreements.

2.3. Access and Use. Access to and use of our Platform requires access to the Internet. You are responsible for providing all equipment necessary to establish a connection to the Internet, and any telephone, wireless, or other connection and service fees associated with such access. Using our Platform may allow you to receive content on your email, mobile phone or wireless device. The manner in which that content is delivered to your mobile phone or wireless device may cause you to incur extra data, text messaging, or other charges from your wireless carrier, which are your sole responsibility.

2.4. Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local, and other laws) and the applicable Agreements when accessing or using our Platform. Without limiting the foregoing, by accessing or using our Platform, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list or prohibited or restricted parties. If you access or use our Platform worldwide, you are solely responsible for ensuring that your access to and use of the Platform in such country, territory, or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation to, in our sole discretion, monitor where our Platform is accessed from, and the right, but not the obligation, to block or otherwise restrict access to our Platform, in whole or in part, from any geographic location.

2.5. Mistakes or Errors. Without limiting anything set forth in the applicable Agreements, you acknowledge and agree that under no circumstances will we or any of our licensors or suppliers be responsible for any loss, damage, or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Platform.

3. ACCOUNTS

3.1. Registration Requirements. In addition to any applicable eligibility requirements, you are required to open an account or register with us in order to use some of the features on our Platform. In connection with your account registration, you must provide true, accurate, current, and complete information about yourself as may be prompted in any registration form. If any information you previously provided to us changes, you must promptly notify us at our Contact details in the website.

3.2. Third Party Accounts. Our Platform may, now or in the future, provide you with the ability to register and sign in through services provided by certain third parties that you already utilize, such as Google or Facebook. In these instances, you will use your account credentials associated with the applicable third party service to login to your account on our Platform. In addition to the applicable Agreements, your use of any third party login service must also comply with all applicable terms and other agreements between you and the third party related to your use of your account credentials on other websites and online services. Your ability to use this option may be limited where the applicable third party requires you to use a device or operating system that meets that third party’s requirements. Additionally, by using this option, you acknowledge that you understand the applicable third party will know that you are logging into our Platform and that you are a user of our Platform.

3.3. Account Security and Responsibility. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password and account. You agree to: (1) notify us immediately of any unauthorized use of your account or any breach of the security of your account; and (2) ensure that you fully logout of your account at the end of each session. You must set up your account in your own name. You further agree not to access or use anyone else’s account on our Platform. We cannot and will not be liable for any loss or damage arising from your failure to comply with this provision or any of the applicable Agreements. If we suspend or terminate your account, you acknowledge that all information and content associated with such account will no longer be available to you.

3.4. Additional Information Sharing. If you open an account, you understand that we will collect and maintain information related to your access to and use of our Platform. We connect, though may not always display, that information to your account in order to conduct our business operations. We have the right to send you informational messages from time to time via your email, mobile phone or any other communication means that you provided to us when you register.

3.5. Our Termination or Suspension of Your Account. Without limiting any other rights we have under the applicable Agreements, in the event we determine, in our sole discretion, that your account or information associated with your account may be compromised due to your personal device being infected with a virus, malware, other malicious code, or due to other theft of your account login credentials or other account information, we reserve the right, but do not have the obligation, to invalidate, delete, or otherwise modify your account and the associated account information in order to protect your account, the accounts of other users, and our systems from further damage or exposure. This may include proactively changing your password. If we need to do this, we will make reasonable efforts to inform you of any modifications made via the email address listed on your account or other viable means of communication.

3.6. Cancellation. Subject to restrictions and other obligations set forth in the applicable Agreements, you may close your account by contacting us at the Contact details in our website and following the instructions we provide. If you cancel your account, these Terms will be terminated and your license to access and use our Platform shall immediately terminate and you must discontinue your access to and use of our Platform. Please note, in some circumstances, we may not permit you to close your account, including in situations where: (1) you are note permitted to close your account pursuant to the terms of an applicable Agreement or securities laws; (2) you have an open dispute or claim; (3) if your account is subject to a hold; and/or (4) you are cancelling your account in an attempt to evade any investigation.

4. ADDITIONAL TERMS FOR ISSUERS

If you are an Issuer, the terms set forth in this section apply to your access to and use of our Platform. These terms are in addition to, and not in lieu of, all other terms and conditions set forth in the applicable Agreements.

4.1. Registration. Your registration will not be automatically accepted, and you will be required to provide substantial documentation and answers to questions to allow us to properly vet you and your Offering to ensure you are qualified to make an Offering on our Platform and that your Offering meets the requirements for a relevant regulation offering.

4.2. Suspension or Termination. We may deny your application for any or no reason, in our sole discretion, and may at any time terminate your registration and any active Offering if we have reason to believe that you or the Offering do not comply with, or are not in compliance with, the requirements for a relevant regulation offering.

4.3. Representations and Warranties. As an Issuer, you represent and warrant that:

(a) You, all of your affiliated entities and individuals, and your Offering(s) do and will comply with all laws, regulations, rules, and guidance related to Relevant regulation and applicable governing bodies; and

(b) All responses and documents you provide to us are true and accurate in all materials respects.

4.4. Compensation. For each Offering you make available on our Platform, in exchange for the services we provide to you through our Platform or otherwise in connection with such Offering, you may be asked to compensate us in a combination of equity and cash in the amount mutually agreed to by you and us.

5. ADDITIONAL TERMS FOR INVESTORS

If you are an Investor, the terms set forth in this section apply to your access to and use of our Platform. These terms are in addition to, and not in lieu of, all other terms and conditions set forth in the applicable Agreements.

5.1. Registration. You must provide registration information to receive access to the ability to make an investment in any of the Offerings on our Platform. Any investment you attempt to make will not be automatically accepted and we will utilize a third party to verify your identity and any concerns we, or our affiliates, may have with allowing you to make any investments or commitments on our Platform for any or all Offerings. We may reject your registration or any commitment or investment you attempt to make at our sole discretion.

5.2. Investment Process. This Platform does not facilitate anything beyond the introduction of the Investor and the Issuer. The process for making an investment in a particular Offering on our Platform is performed directly between the Investor and the Issuer.

5.3. Information and Timelines About Offerings.

(a) Except as provided in these Terms, each Offering will remain open as long as the Issuer still make the Offerings available.

(b) In the event an Issuer reaches its published goal for an Offering before the Issuer’s target closing date, the Issuer may decide to close the Offering early

5.4. Risks. There are risks associated with investing. As it relates to investments made through or in connection with our Platform:

(a) An investment in any Offering through our Platform carries the risk that you could lose some or all of your investment and you may not be able to transfer your interest when you want to due to transfer restrictions applicable to your interest.

(b) Issuers may offer equity interest, either preferred or common, which each carry their own risks. For preferred interests, you may be able to obtain a promise to receive payments before holders of common interest, but there may never be any cash available by the Issuer to pay you anything anyway and preferred interests typically restrict you from any participation in the operations and management or voting of the Issuer. Common equity will likely mean that you will receive payments of profit, if any such payments are made, concurrently with the other owners, including the creators of the project, which could result in receiving a lower return than you would like, and still runs the risk of complete loss, as all investments do. Any equity investment could carry with it a risk of dilution if the Issuer later determines that more funds are needed and your return may be reduced by such dilution, or if you had a vote, your relative influence may be reduced.

(c) Other risks may apply to each Offering. Please review the Offering specific details for a disclosure of such risks by the Issuer.

(d) After a successful closing of an Offering, the Issuer may make available its annual reports, which include financial statements, and disclosures, either on its own site or on our Platform and under some situations, the Issuer may be allowed to cease making annual filings available to Investors. This means that you may or may not have current information available regarding the performance and condition of the Issuer and your interest.

5.5. Investment Limitations. As an Investor, you are limited in the amount you are allowed to invest according to the jurisdiction you’re in, no matter what portals, including, but not limited to, our Platform, you use to make the investments.

5.6. Our Rights to Provide Information. As an Investor, you grant us and the Issuer the right to display your first name, state of residence, and amount invested for promotional purposes during the term of the Offering, or, if granted as a perk of your investment, at the time and in the place as explained in the perk description. Despite granting this right, if you do not want us or the Issuer to publicly disclose your information, we will provide you the ability to indicate your wishes in the investment funnel.

5.7. Our Compensation. We may receive compensation from the Issuer for any successfully closed Offering in a combination of the securities in the Offering and cash, each paid at the time of closing of the Offering.

5.8. No Promotion. You may not promote an Issuer’s Offering for compensation of any kind without disclosing clearly that you are affiliated with the Issuer and that your communications are promotional activities.

5.9. Retention of Data, Communications, and Interactions. All data submitted by you to us, and communications and interactions with us, either on or through the Platform or otherwise, are maintained and you consent to this information being retained, including any personal information contained in those communications and interactions.

5.10. Additional Information Requests. Your communication may not include spam messages, advertisements, repetitive requests for the same information that you or other investors have already requested, posting of irrelevant information or questions not related to the Offering, or for any other reason not designed to provide or discover relevant information related to the offering or a potential investment in the Offering.

6. PLATFORM OWNERSHIP AND LICENSE

6.1. Ownership. All right, title and interest in and to our Platform, including, but not limited to, all of the software and code that comprise and operate our Platform, and all of the text, photographs, illustrations, images, graphics, audio, video, URLs and other materials provided through our Platform are owned by us or third parties who have licensed their content to us. Our Platform is protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire Platform is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of our Platform.

6.2. Marks. Our names and logos (including, but not limited to, those of its affiliates), all product and service names, all graphics, all button icons, and all trademarks, service marks, and logos appearing within our Platform, unless otherwise noted, are trademarks (whether registered or not), service marks, and/or trade dress of us or licensed by us for exclusive use (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks, and/or trade dress (collectively, “Other Marks”) mentioned, displayed, cited, or otherwise indicated within our Platform are the property of their respective owners. You are not authorized to display or use Our Marks in any manner without our prior written permission. You are not authorized to display or use any Other Marks that appear on our Platform without the prior written permission of the applicable third party.

6.3. Limited License. Subject to your acceptance of, and compliance with, the applicable Agreements, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use our Platform in a manner that is consistent with the applicable Agreements and our Platform’s intended purpose(s). You obtain no rights in our Platform except to use it in accordance with the applicable Agreements. Without limiting the generality of the foregoing, you shall not access or use our Platform in violation of the terms set forth in any of the applicable Agreements, including, without limitation, the Acceptable Use Restrictions set forth in these Terms (collectively, “Prohibited Activities”). You will be solely liable for any damages, costs or expenses arising out of or in connection with your commission of any Prohibited Activity. You shall notify us immediately upon becoming aware of the commission by any person of a Prohibited Activity and shall provide us with reasonable assistance upon our request with any investigations we may conduct in connection with any such Prohibited Activity.

7. USER CONTENT AND INFORMATION

7.1. User Content. Our Platform may provide users with the ability to add, create, upload, submit, distribute, post, or share content on or through our Platform, including, but not limited to, website links, opinions, information, posts, profiles, pictures, videos, and audio clips (collectively, “User Content”). Reliance on User Content is at your own risk. You acknowledge and agree that we are not responsible or liable for any User Content that appears on our Platform.

7.2. Your Content. If you provide any User Content (“Your Content”), unless otherwise specified in an applicable Agreement, you expressly grant, and represent and warrant that you have the right to grant, us a non-exclusive, irrevocable, worldwide, transferable, royalty-free, perpetual license to publicly display, publicly perform, reproduce, distribute, create derivative works of, and sublicense Your Content in any manner or through any media now known or later developed without any payment obligation to you. Without limiting the foregoing, you acknowledge and agree that Your Content may be viewable by any other users of our Platform (whether registered or unregistered). Further, you understand and agree that we have the right, but not the duty, to pre-screen, edit, refuse, move, or remove any User Content, including, without limitation, Your Content, posted to our Platform.

7.3. Private Messages. The Platform may provide you with the ability to send private messages to other users of the Platform (“Private Messages”). Private Messages are not considered User Content and we will not intentionally make any such Private Messages available to any party other than the intended recipient. However, you should remain mindful that there is an inherent risk in the use of the internet. Private Messages may be intercepted without our knowledge or consent, collected illegally, and/or forwarded by recipients to others. We cannot guarantee the security of any information, including Your Private Messages, that you disclose online, and you do so at your own risk.

7.4. Abusive and Offensive Language. Abusive and offensive language will not be tolerated on our Platform, social media sites, or with our personnel. You are not entitled to make untrue, malicious, and/or damaging comments with regard to our operations in any media or forum.

7.5. Personal Information. By accessing or using our Platform, you are consenting to the collection, use, disclosure, transfer, and sharing of your personal information, including, but not limited to, sharing such information with companies other than us as described in our Privacy Policy made available on our Website. The Privacy Policy may be updated from time to time, so please review it regularly. If you do not agree with the collection and use of personal information as described in the Privacy Policy, please discontinue all access to and use of our Platform.

7.6. Text and Voice Communications. We may, now or in the future, deliver to you promotional advertising and transaction-based text messages (“INSEAD Angel SEA Club Messages”). By signing up to us, or by otherwise indicating to us that you want to receive INSEAD Angel SEA Club Messages, such as by sending a short code keyword text message from your mobile device (“INSEAD Angel SEA Club Messages Enrollment”), in addition to these Terms, you also agree to the following:

(a) You expressly consent to receive text messages made using an automatic telephone dialing system from us on any mobile phone number you provide to us as part of your INSEAD Angel SEA Club Messages Enrollment.

(b) You understand that consent to receive INSEAD Angel SEA Club Messages is not required to make any purchase and you may revoke your consent at any time.

(c) You represent and warrant to us that you are the account holder of, or that you have the express permission of the account holder for, any mobile or residential phone number you provide us as part of your INSEAD Angel SEA Club Messages Enrollment. You further agree to promptly notify us if you are no longer the account holder of, or you no longer have the express permission of the account holder for, any mobile or residential phone number you previously provided us in connection with your INSEAD Angel SEA Club Messages Enrollment.

(d) You must be 18 years of age or older to provide consent to receive INSEAD Angel SEA Club Messages.

(e) You understand that message and data rates may apply and that you, not INSEAD Angel SEA Club, will be solely responsible for any carrier charges imposed on you due to your receipt of any text messages or phone calls, including, without limitation, any INSEAD Angel SEA Club Messages.

(f) You agree not to send or otherwise make any content available in connection with the INSEAD Angel SEA Club Messages that would otherwise violate the applicable Agreements.

You can reply HELP to any text INSEAD Angel SEA Club Messages you receive for assistance. Additionally, you can contact us (details on our website).

You can withdraw your consent to receive INSEAD Angel SEA Club Messages at any time by replying STOP to any text INSEAD Angel SEA Club Messages you receive. You can also withdraw your consent and including your phone number and the subject line “STOP” in the email. If you withdraw your consent, we may send you one final text message to confirm withdrawal of your consent.

We reserve the right to change the terms applicable to the INSEAD Angel SEA Club Messages at any time. If we make changes, we will update this Section.

We are not responsible for incomplete, lost, late, or misdirected messages, including, without limitation, undelivered messages resulting from any filtering by your mobile phone carrier. We cannot guarantee that each user will receive the benefit of INSEAD Angel SEA Club Messages for each INSEAD Angel SEA Club Message sent.

Without limiting the foregoing, by signing up to receive, or otherwise indicating that you want to receive, INSEAD Angel SEA Club Messages, you consent to the collection, use, and disclosure of your personal information as described in our Privacy Policy, available at our website.

7.7. Feedback. By submitting ideas, suggestions, documents, proposals, products, and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances. Notwithstanding the forgoing, if you are an Issuer, your company and project information submitted in any application shall not be considered Ideas or Innovations for purpose of this Section.

7.8. Links to Third Party Websites. Our Platform may include links to other websites or services solely as a convenience to you. You acknowledge and agree that we are not responsible for the availability of such external websites or services and that we do not endorse and are not responsible or liable for any such linked websites or services or any information, material, products, or services contained on or accessible through other websites or services. Furthermore, we make no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked websites or services. Your access to and use of linked websites or services, including, without limitation, any information, material, products and services on or accessible through other websites or services is solely at your own risk.

8. TERMINATION

8.1. Right to Terminate. Subject to the terms set forth in the applicable Agreements, in addition to, and not in lieu of, any of our other rights set forth in these Terms, we reserve the right, with or without notice and in our sole discretion, to terminate these Terms, your account, and/or your ability to access or use our Platform for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms, or in the case of any activity by you that may harm us or other users, including, but not limited to, fraud, abuse of privileges, or misuse of our Platform. You agree that we will not be liable to you or any third party for any such termination.

8.2. Effects of Termination. If we exercise our termination rights available under the applicable Agreements, your license to access and use our Platform shall immediately terminate and you must discontinue all access to and use of our Platform affected by such termination.

8.3. Fraudulent Activity. If we suspect that you are engaging in any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities.

8.4. Survival. The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity and limitations of liability shall survive the termination or cancellation of these Terms.

9. DISCLAIMERS

9.1. Disclaimer of all Warranties.

(a) OUR PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO OUR PLATFORM (INCLUDING, BUT NOT LIMITED TO, ANY SOFTWARE COMPRISING ANY PORTION OF OUR PLATFORM), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT OUR PLATFORM WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE.

(b) YOU HEREBY ACKNOWLEDGE THAT OUR PLATFORM MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF OUR PLATFORM AND/OR TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF OUR PLATFORM CAUSED BY SUCH FACTORS.

(c) WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION YOU SUBMIT THROUGH OUR PLATFORM.

(d) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

9.2. Use of Platform at Your Sole Risk. YOUR ACCESS TO AND USE OF OUR PLATFORM, DOWNLOAD OF ANY SOFTWARE RELATING TO OUR PLATFORM, AND USE OF ANY INFORMATION WE MAY PROVIDE IN CONNECTION WITH YOUR ACCESS TO OR USE OF OUR PLATFORM IS AT YOUR SOLE OPTION, DISCRETION, AND RISK. WE SHALL NOT BE LIABLE FOR ANY MALFUNCTIONS OF THE SOFTWARE RELATING TO OUR PLATFORM, BUGS OR VIRUSES RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR COMPUTER EQUIPMENT, MOBILE PHONE OR MOBILE DEVICE, OR SOFTWARE. FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO ACCESS OR USE OUR PLATFORM BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARE NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORKS AND/OR SYSTEMS.

(a) No Creation of Warranty. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM ANY OF THE RELEASED PARTIES THROUGH OR FROM OUR PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

(b) Third Party Statements. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE STATEMENTS, ADVICE OR OPINIONS MADE BY ANYONE. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS PROVIDED BY ANYONE, AND SUCH STATEMENTS, ADVICE OR OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE OR OPINIONS OF INSEAD ANGEL SEA CLUB.

10. YOUR LIABILITY

10.1. Agreement to Indemnify. YOU AGREE THAT YOU WILL ONLY ACCESS AND USE OUR PLATFORM IN ACCORDANCE WITH THE APPLICABLE AGREEMENTS. YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH WE (OR ANY OF OUR SUBSIDIARIES OR AFFILIATED COMPANIES) INCUR ARISING FROM ANY BREACH BY YOU OF THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US, OUR SUBSIDIARIES AND AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES (THE “RELEASED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF OUR PLATFORM, YOUR CONNECTION TO OUR PLATFORM, YOUR VIOLATION OF THE APPLICABLE AGREEMENTS, OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.

10.2. Additional Remedies. The Released Parties reserve the right to seek all remedies available at law and in equity for your violation of the applicable Agreements, including the right to block access from a particular Internet address to our Platform and report misuses to law enforcement.

11. LIMITATION OF LIABILITY

11.1. Maximum Liability. EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE AGREEMENTS AND WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, SHALL BE THE AMOUNT OF $1 MAXIMUM.

11.2. No Liability for Any Damages. IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF OUR PLATFORM OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS TO OR USE OF OUR PLATFORM.

12. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

12.1. Waiver of Rights. YOU AGREE THAT BY ACCESSING OR USING OUR PLATFORM, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE RELEASED PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

12.2. Agreement to Arbitrate.

YOU AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THE APPLICABLE AGREEMENTS, YOUR ACCESS TO OR USE OF THE PLATFORM, OR YOUR DEALINGS WITH THE RELEASED PARTIES SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN THIS SECTION.

12.3. Challenges to Validity of Agreement to Arbitrate. YOU AGREE THAT ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THIS AGREEMENT TO ARBITRATE (i.e., WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION) SHALL BE DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING ANY PROVISION IN THE APPLICABLE AGREEMENTS TO THE CONTRARY, IF THE CLASS ACTION WAIVER ABOVE IS DEEMED INVALID OR UNENFORCEABLE, YOU AGREE THAT YOU SHALL NOT SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE CLASS OR COLLECTIVE CLAIMS.

12.4. Time to Bring Claim. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENTS, YOUR ACCESS TO OR USE OF THE PLATFORM, OR YOUR DEALINGS WITH THE RELEASED PARTIES MUST BE COMMENCED IN ARBITRATION OR LITIGATION (AS APPLICABLE) WITHIN TWO (2) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT TWO (2) MONTH PERIOD, SUCH CAUSE OF ACTION OR CLAIMS IS PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW TIME LIMITATIONS OTHER THAN THOSE SET FORTH IN SUCH STATE’S STATUTE OF LIMITATIONS. IN SUCH CASES, THE APPLICABLE STATUTE OF LIMITATIONS PROVIDED FOR UNDER THE LAWS OF SUCH STATE SHALL APPLY.

12.5. Prevailing Party. IN ANY ARBITRATION PROCEEDING OR LITIGATION (AS APPLICABLE) BETWEEN YOU AND THE RELEASED PARTIES IN CONNECTION WITH ANY OF THE AGREEMENTS, YOUR ACCESS TO OR USE OF THE PLATFORM, OR YOUR DEALINGS WITH THE RELEASED PARTIES, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND COSTS IN SUCH ARBITRATION OR LITIGATION (AS APPLICABLE) FROM THE OTHER PARTY.

13. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

13.1. INSEAD Angel SEA Club Policy. INSEAD Angel SEA Club respects the intellectual property rights of others. You must ensure that Your Content does not infringe any third party’s copyright. We will remove Your Content and other materials on our Platform in accordance with the Digital Millennium Copyright Act (“DMCA”) upon receipt of proper notices that Your Content or other materials on our Platform infringe a third party’s copyright. Additionally, subject to Section 13.4 below, we will terminate your account if you are a repeat infringer.

13.2. Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any user submission or other content on our Platform infringes upon your copyrights, you may submit a notification pursuant to the DMCA to the address provided below. Such notification must contain the following:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;

(d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Club may disclose DMCA notices to affected users and third party databases that collect information about copyright takedown notices.

13.3. Counter Notifications. If Your Content is removed pursuant to a notice of copyright infringement and you want to challenge the removal, you must provide us a counter notification to the address provided below.

We will forward any complete counter-notification to the person who provided the initial DMCA notice. The copyright owner(s) may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that such a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we may, but are not obligated to, restore Your Content and other materials. Until that time, Your Content and other materials will remain removed.

13.4. Repeat Infringers. Without limiting anything else in the Agreements, we will terminate your account if you receive three (3) DMCA Takedown Actions. A “DMCA Takedown Action” occurs each time Your Content or other materials are removed due to a DMCA notice. We may group multiple DMCA notices received in a short period of time as a single DMCA Takedown Action. We may remove a DMCA Takedown Action in appropriate circumstances, such as where: (1) the material is restored due to a DMCA counter-notification; or (2) the party who provided the DMCA notice withdraws their complaint.

13.5. Address for Notices. DMCA notices and counter-notifications may be sent to our designated agent (the “Copyright Agent”) at our Contact detail in our website.

14. ADDITIONAL TERMS

14.1. Governing Law. These Terms will be governed by the laws of Singapore, without giving effect to any principles of conflicts of laws.

14.2. Electronic Communications. The communications between you and The Club use electronic means, whether you access or use our Platform or send us emails, or whether we post notices on our Platform or communicate with you via email. For contractual purposes, you: (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically, including, but not limited to, the Rules, satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.

14.3. Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, any warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Terms shall continue in effect.

14.4. Waivers. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.

14.5. Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitration, judicial, or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

14.6. Assignment. We reserve the right to transfer, assign, sublicense, or pledge these Terms, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense, or otherwise transfer in any manner whatsoever any of your rights or obligations under these Terms.

14.7. Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.

14.8. Support. If you have any questions or concerns about our Platform or these Terms, please contact us using the Contact link on our website.