Common use of Undertakings and Acknowledgments Clause in Contracts

Undertakings and Acknowledgments. 5.1 The Investor undertakes as follows:- (a) The Investor will promptly update ACES in writing should there be any changes to the Investor’s information as has been provided to ACES; (b) The Investor will not howsoever contact the Investee directly (or indirectly through a third party) to provide or offer the provision of investments to the Investee without seeking ACES’ prior written consent; (c) The Investor shall not raise any objections to the payment of fees and commissions from the aggregate Investment Amounts received by the Investee for ACES’ assistance in the Project. 5.2 The Investor acknowledges that: (a) Each Investment Offer shall be made in minimum monetary blocks pursuant to the Investment Unit specified in relation to the Project, and in the event that the Investor wishes to make Investment Offers in such amounts that do not comply with the relevant Investment Unit, the Investor shall notify ACES in writing who will liaise with the Investee to see if such other investment amounts can be accommodated (without any guarantees or representations on the part of ACES in such regard); (b) The Investor shall be required to acknowledge such risk disclosure statements and disclaimers as may be made available by ACES from time to time, whether via email, the Platform or such other means as may be selected by ACES in its sole discretion; (c) Failure to transfer fully the amounts that tally with the Investor’s Investment Offer shall render Investor’s Investment Offer invalid, and the Investor must bear all bank transfer charges and administrative costs on its end; (d) Each Investment Offer made by the Investor shall be irrevocable and pursuant to the terms and conditions applicable to the Project (including but not limited to the terms of a shareholders’ agreement, convertible note agreement or other documentation as may be applicable), but the acceptance of any Investment Offer by an Investee through the Platform shall be subject to the achievement of 50% (or such other percentage as listed in the Project Details) of the Target Sum and Completion shall be performed by the Investee. Accordingly, the Investor acknowledges that there is no legal obligation on the part of ACES to process or howsoever assist in Completion as it is the Investee who is wholly and solely responsible for fulfilling all requirements for the Completion, and ACES shall therefore bear no liability whatsoever with regards to any failure or delay by the Investee in fulfilling Completion. (e) ACES shall be entitled in its sole discretion to terminate, cancel or withdraw a Project at any time, and any Investment Amount paid by the Investor shall be refunded without any interest to the Investor, and such refund shall constitute the sole exclusive remedy that the Investor has against ACES. Accordingly, the Investor agrees that upon his/her receipt of the refund, the Investor will waive all rights to make any further claims or take any legal actions against ACES in relation to the cancellation of such Project and any losses howsoever suffered by the Investor thereto.

Undertakings and Acknowledgments. 5.1 The Investor Investee undertakes as follows:- (a) The Investor Investee will promptly update ACES in writing should there be any changes to the InvestorInvestee’s information as has been provided to ACES; (b) The Investor Investee will not howsoever contact any Investor or potential investor or other users of the Investee Platform directly (or indirectly through a third party) to provide or offer the provision of investments opportunities to the Investee invest without seeking ACES’ prior written consentconsent (which shall be determined by ACES in its sole discretion), whether such opportunities to invest relate to the Project or otherwise, to invest in the Investee itself or any other entities or otherwise. Any circumvention hereto by the Investee shall entitle ACES to suspend and/or terminate the Investee’s Account immediately without any liability to the Investee or any Investors or potential investors, and in addition to other remedies available to ACES, Investee shall also pay to ACES the commission that ACES might have otherwise received had the Investee not breached this Clause 5.1(b) and circumvented ACES in approaching Investors, potential investors and other users of the Platform without going through ACES; (c) The Investee shall keep in strict confidentiality all personal data and other confidential information of any Investors, potential Investors or other users of the Platform, and to not howsoever use such personal data and confidential information except in compliance with the terms of this Agreement and where necessary to process any Investment Offers made by an Investor for the Investee’s Project and to issue Completion Documents thereto to such Investor; and (d) The Investee agrees that the commission payable to ACES shall not raise any objections be disbursed to ACES directly from the Escrow Account and thereafter such deduction the balance of the Escrow Fund shall be paid into the working capital bank account of the Investee (subject to the payment Investee having met all terms and conditions required for release of fees and commissions from the aggregate Investment Amounts received funds by the Investee for ACES’ assistance in the ProjectEscrow Agent). 5.2 The Investor Investee acknowledges that: (a) Each Investment Offer shall be made in minimum monetary blocks pursuant to the Investment Unit specified in relation to the Project, and in the event that the Investor any potential investor wishes to make Investment Offers in such amounts that do not comply with the relevant Investment Unit, ACES must be notified by Investor and/or Investee in writing, and ACES will intermediate between the said Investor shall notify ACES in writing who will liaise with the and Investee to see if such other investment amounts can be accommodated (without any guarantees or representations on the part of ACES in such regardregards); (b) The Investor Neither ACES nor any of its directors, shareholders, employees, officers, agents, representatives or related companies make any guarantees as to whether any funds can be raised on the Platform in relation to any Projects, and therefore the listing of any Projects by Investee shall be required at the sole risk and discretion of the Investee who has considered and based on its detailed consideration confirms that it is able to acknowledge such take the risk disclosure statements and disclaimers as may be made available of no investments being procured despite the time expanded by ACES from time to time, whether via email, the Platform or such other means as may be selected by ACES in its sole discretionlisting of the Project on the Platform; (c) Failure An administrative fee is payable upfront by Investee to transfer fully ACES before ACES permits the amounts that tally with Investee to list its Project on the Investor’s Investment Offer Platform. The quantum of such administrative fee shall render Investor’s Investment Offer invalidbe as notified by ACES to Investee based on the details of its specific Project, and shall not be refunded in part or in whole even if no funds are raised for the Investor must bear Project and/or the Project cannot be listed due to the Investee being unable to provide all bank transfer charges necessary information and administrative costs on documents to ACES for ACES to verify (in its enddiscretion) that the Investee and its Project meets all criteria as stipulated herein this Terms for Investees and in any other communications from ACES to the Investee; (d) Each Investment Offer made The abovesaid administrative fee shall be used by ACES to make such verifications and review the information provided by the Investor shall be irrevocable Investee. However, the Investee understands and pursuant agrees that ACES provides no legal, compliance or financial advice howsoever whatsoever in the review of information and documents. The Investee undertakes to engage all such professionals as it may require in order to legally and contractually fulfil its obligations thereunder the terms and conditions applicable to the Project (Project, including but not limited to procuring audited accounts from certified auditors and the terms drafting of Completion Documents from duly licensed law firms; (e) Any credit risk assessments conducted by ACES is for the sole benefit and internal use of ACES only, even if ACES agrees to provide to the Investee for its record purposes a copy of such assessment report or communicates any information with regards to such assessments to the Investee; (f) All intellectual property rights in and to the Platform, ACES credit-risk assessments and reports, and all content therein and thereto (except as provided by the Investee, or other fundraisers) shall belong fully and solely to ACES and/or its licensors only and no licence or assignment of such rights is granted to the Investee solely by virtue of this Agreement, the registration of the Account, the provision by ACES of a shareholders’ agreementcopy of its internal credit risk-assessment report, convertible note agreement or other documentation as may be applicable), but the acceptance listing of any Investment Offer the Project on the Platform; (g) Each Project made by an the Investee through once listed on the Platform shall be subject to irrevocable and cannot be cancelled or suspended except with the achievement prior written consent of 50% ACES (or such other percentage as listed in its sole discretion); (h) The Investee is fully responsible for ensuring its full compliance with all the requirements of the Project Details) of , including but not limited to accepting all Investment Offers made pursuant to the Target Sum Project Details and issuing all Completion shall be performed by the InvesteeDocuments. Accordingly, the Investor Investee acknowledges that there is no legal obligation on the part of ACES to process or howsoever assist in Completion as it is the Investee who is wholly and solely responsible for fulfilling all requirements for the Completion, and ACES shall therefore bear no liability whatsoever with regards to any failure or delay by the Investee in fulfilling Completion. (ei) ACES shall be entitled in its sole discretion to terminate, cancel or withdraw a Project at any timetime (without being required to provide reasons), and in which case any Investment Amount paid by any Investors into the Investor Escrow Account shall be refunded without any interest to such Investors, and ACES shall also refund in full the Investoradministrative fee that it has received from the Investee, and such refund shall constitute the sole exclusive remedy that the Investor Investee has against ACES. Accordingly, the Investor Investee agrees that upon his/her receipt it is not entitled to make any claims of the refundany kind or for any amount against ACES for such cancellation, termination or withdrawal of a Project. the Investor will waive all rights to make any further claims or take any legal actions against ACES in relation to the cancellation of such Project and any losses howsoever suffered by the Investor thereto.