Last update May 11th, 2021

INVESTMENT TERMS & CONDITIONS

These Terms & Conditions constitute an agreement made between Genuine Interest Pte. Ltd. (“Genuine Interest”, “us”, “we”, or “our”) and you, as the user of the Genuine Interest web site (“you”, or “your”); and govern the relationship between Genuine Interest and you. Please read them carefully. We strongly advise you to keep a printed or electronically stored copy of these Terms & Conditions for your future reference.

You have indicated an intention to consider investing in the Genuine Interest Investment Product(s) (the “Product(s)”) as offered in these Terms & Conditions and as described in these Terms & Conditions and elsewhere on our web site. You understand and acknowledge that this offer is made in reliance on the exemptions under section 272A(1), 272A(8)(c), 274 and/or 275 of the Securities and Futures Act, Cap 289 of Singapore (the "SFA"); and is not and will not be made in or accompanied by a prospectus that is or will be registered by the Monetary Authority of Singapore.

We may choose to amend these Terms & Conditions from time to time. If we choose to amend these Terms & Conditions in a manner that affects any of your substantive rights, we will promptly notify you of the amendment. Such notification may occur by email, by notice to you when you log onto the web site or by such other means as we deem appropriate. If we provide you with such notice and you do not object to an amendment by the means given in the notice prior to the amendment taking effect, you shall be deemed to have agreed to the amendment. If you object to an amendment, such amendment will not be effective with respect to you, but your rejection shall be deemed to constitute your notice of termination of your membership in Genuine Interest.

You hereby represent and warrant to Genuine Interest as of the date of your acceptance of these Terms & Conditions and every time you access the web site that:

1. you have full power, authority and capacity to (i) access and use the web site, (ii) enter into and deliver, and perform your obligations under these Terms & Conditions, and (iii) consummate the application for membership and/or investment in the Product(s) in compliance with all applicable laws and regulations, including those of Singapore;

2. you are not less than 18 years of age and have full mental capacity to agree to these Terms & Conditions and to make decisions regarding your investments;

3. all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, approvals, permissions, consents, registrations, declarations, filings with any regulatory authority, governmental department, commission, agency or other organisation having jurisdiction over you which are necessary or desirable for you to obtain in order to (i) access and use the web site, and (ii) enter into and deliver, and perform the transactions contemplated under these Terms & Conditions have been unconditionally obtained in writing and have been disclosed in writing to us and have not been withdrawn or amended;

4. your access and use of the web site, your execution and delivery of, and the performance of your obligations under these Terms & Conditions, and your investment in the Product(s), will not: (i) result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; or (ii) result in a breach of any applicable laws, rules or regulations or of any order, decree or judgment of any court, any award of any arbitrator or those of any governmental or regulatory authority in any jurisdiction; and you shall be liable for (and shall indemnify) all costs or losses suffered by us and our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates as a result of any such non-compliance or alleged non-compliance;

5. (i) the information you provided in the “Sign Up” or “Join Us” section(s) of the web site, and (ii) all supporting documents and information you provided, are true and accurate in all respects, not misleading, and up-to-date, and may be relied upon by us in determining whether you are eligible to invest in the Product(s);

6. you are not and have not been engaged, directly or indirectly, in any transaction that involves proceeds of any unlawful activity, sanctioned persons or entities, money laundering or financing of terrorist activities;

7. we will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and you agree that if any such acknowledgments, representations or agreements are no longer accurate, you will promptly notify us;

8. these Terms & Conditions constitute valid and legally binding obligations enforceable in accordance with their respective terms; and

9. you have read through, considered, understood and accepted these Terms & Conditions.

You further represent and warrant to Genuine Interest as of the date of your acceptance of these Terms & Conditions and every time you access the web site that there are no:

1. Outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or court or arbitration tribunal against or affecting you or your business operations;

2. Lawsuits, actions or proceedings pending or threatened against or affecting you or your business operations; or

3. Investigations by any governmental or regulatory body which are pending or threatened against you or your business operations, and which, in each case, has or which could reasonably be expected to have a material adverse effect on your ability to perform your obligations under these Terms & Conditions, and invest in the Product(s).

To join Genuine Interest, you need to submit an application by completing the registration form in the “Signup” or “Join Us” section(s) of the web site and provide your name, username/nickname, email address, and such other information as we may require, as well as select a password. In so doing you also need to agree to these Terms & Conditions. We reserve the right to accept or reject any application for any reason or for no reason whatsoever. We will not be liable to you for any direct or indirect losses (including loss of profits, capital, business or opportunities), damages or costs arising from our decision to reject your application.

In addition, you must complete and provide any information and/or documents required by us, to our satisfaction. Without limiting the generality of the foregoing, the personal information and/or supporting documents which you will need to give us during the registration process include, but are not limited to, the following:

1. Full name (and any previous names) and date of birth

2. Country of residence and proof of residential address (e.g. bank or utilities statement)

3. Personal identification documents (e.g. passport or national identity card)

4. Personal contact information such as email address and/or phone numbers

5. Sources of the monies you use to invest via the web site (if required)

6. Proof of status as an Expert Investor or Accredited Investor as defined by the Singapore Securities and Futures Act (if required)

We reserve the right to request from you further information and documents which are relevant for the use and services of Genuine Interest from time to time. Your declarations, information and documents provided are subject to our internal assessment of your status and we shall retain sole and absolute discretion as to acceptance of your membership application. Notwithstanding the above, the decision whether to accept you as an investor in the Product(s) is entirely ours and the decision may be made by us for any reason or for no reason whatsoever. We will not be liable to you for any direct or indirect losses (including loss of profits, capital, business or opportunities), damages or costs arising from our decision not to accept you as an investor.

Your membership is exclusively yours and shall not be shared with or transferred to any other person. You are responsible for ensuring that your username, password and security information is kept confidential, and you must keep it secure at all times and not disclose it to any third party. We reserve the right to terminate, suspend or restrict your access to and use of the web site if there is reasonable suspicion by us that the person logged into your account is not you or if we suspect that the account has been or will be used for illegal, fraudulent or unauthorised purposes. Any breach of security, loss, theft or unauthorised use of your username, password or security information must be communicated to us immediately.

In agreeing to these Terms & Conditions, you acknowledge and agree that all of the activities that we conduct with you take place within Singapore, regardless of where you may be physically located at the time you use the web site or otherwise engage with us. This means that you agree that our activities are subject only to the laws of Singapore and not to the laws of any other country in which you may be physically present at any given time, and therefore that any redress you may seek from us in any circumstances must be sought under Singapore law. Notwithstanding the foregoing, you agree to comply with all relevant laws and regulations that may apply to your use of this web site in any jurisdiction in which you may be located.

You acknowledge and agree that nothing on the web site constitutes or will constitute an offer, solicitation or invitation to subscribe for a security in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. The accessibility and usage of the web site and an investment in the Product(s) in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. If you are accessing the web site from outside of Singapore and intend to use the web site and/or invest in the Product(s), you covenant and agree that you will inform yourself about, and observe and comply with, any such restrictions at your own expense and without liability to us.

You further acknowledge and agree that nothing on the web site constitutes or will constitute an offer of securities for sale in the United States and no securities that are the subject of an offer made via the web site have been or will be offered or sold within the United States. Accordingly, any offers of securities for sale made via the web site are being or will be offered to you outside the United States in offshore transactions (within the meaning of Regulation S under the US Securities Act) in reliance on Regulation S and no such securities may be offered, resold, pledged or transferred within the United States.

You agree to notify us in writing immediately should any of the details which you have provided to us change; and in particular your email address, as email is the principal medium of communication from us to you. You further covenant and agree that if any event occurs or circumstance arises that causes any statement in the answers you provided in the “Signup” or “Join Us” section(s) of the web site and/or the supporting documents you provided to us to become untrue or misleading in any respect, then you will immediately inform us of such particulars, and we may, in our sole discretion, decide whether your membership should be terminated.

You understand and acknowledge that we are not licensed and regulated as a financial adviser under the Financial Advisers Act, Cap 110 of Singapore and do not provide any financial advisory service in respect of any aspect of transactions conducted through this web site or any offers made via this web site or in any communications we send to you. Nothing contained on this web site or in any communications we send to you is intended to be, nor shall it be construed to be, legal, tax, accounting, investment, financial or other advice. Please make your own assessment of the relevance, accuracy and adequacy of information on offers that are made via this web site. You are advised to undertake independent investigations as may be necessary or appropriate for the purpose of such assessment including the investment risks involved. You are also advised to exercise independent judgment and expertise in deciding whether to invest in an offer made via this web site. If you are in any doubt as to the action that you should take, you should consult your legal, financial, tax or other professional adviser.

We also do not provide advice other than advice on the technical use of this web site. While we take reasonable steps to ensure that the information on this web site is accurate, reliable, up-to-date or complete, we do not make any representations or give any warranty (whether express or implied) that any information published on this web site is accurate, reliable, up-to-date or complete. In particular, we are under no obligation whatsoever to update or remove outdated information from this web site or to mark them as being outdated. The information contained on this web site is subject to change at any time without notice. We have no responsibility or liability for the deletion or failure to store any content maintained or posted by or through this web site.

You understand and acknowledge that the Product(s) have been created without reference to any particular investor’s investment requirements or financial situation, and you acknowledge that information provided by us on our web site may not be sufficient or suitable for your purposes. You further agree that the information, material and services made accessible on the web site or in any communications we send to you are not a substitute for the exercise of your independent judgment and expertise and you acknowledge that prior to investing in the Product(s), you have read and considered all of these Terms & Conditions and any other relevant information and have satisfied yourself concerning an investment in the in the Product(s), and that any investment decision is yours and yours alone.

Should you choose to invest in the Product(s), you will have done this of your own volition and without relying on any information on this web site, other than the information provided in these Terms & Conditions. You should NOT invest in the Product(s) unless you fully understand the risks and are prepared to take such risks. You should carefully consider whether this investment is suitable for you in light of your knowledge and experience in financial and business matters, investment objectives, financial means and the risks that you are prepared to take. If you are unsure about any aspect of the information provided, or are in any doubt as to the action that you should take, you should consult your legal, financial, tax or other professional adviser.

In applying for this Offer to invest in the Product(s), you confirm, acknowledge and agree:

1. that the Offer was not accompanied by an advertisement making an Offer or calling attention to the Offer or intended Offer and you were not in receipt of information other than factual information on the Offer;

2. that as far as you are aware, no selling or promotional expenses were paid or incurred in connection with the Offer other than those permitted under Section 275 of the SFA;

3. that you have not received or relied on any advice or recommendation from us, or our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates;

4. that you (1) have the financial ability to bear the economic risk of an investment in the Product(s) (including loss of your original entire investment therein) and (2) have determined that an investment in the Product(s), based upon an appropriate characterisation thereof for legal, investment, accounting, regulatory and tax purposes, is consistent with any legal investment restrictions applicable to you; you have conducted your own investigation with respect to the Product(s) and Genuine Interest and you have consulted your own independent advisers or otherwise have satisfied yourselves concerning an investment in the Product(s), and have only relied on the advice of, or have only consulted with, such independent advisers; you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of the prospective investment in the Product(s) and have received all the information you consider necessary or appropriate for deciding whether to purchase such Product(s); and you satisfy any and all suitability standards for investors in investments of the type purchased herein imposed by the jurisdiction of your residence, including, if applicable, status as an Expert Investor or Accredited Investor under Singapore law;

5. that you have made your own independent investment decision regarding such Product(s) based on your own knowledge (including information you may have as a result of your own independent investigations or which is publicly available) with respect to Genuine Interest and the Product(s);

6. that any materials or information provided to you by us on the web site are subject to change at any time and from time to time and, further, that we make no representation and give no warranty or undertaking as to the accuracy or completeness of any such information and will have no liability to you or your employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates resulting from their use of such information;

7. that you will abide by these Terms and Conditions, and you will accept the Product(s) on and subject to these Terms and Conditions and all applicable laws and regulations;

8. that you are applying and subscribing for the Product(s) for investment purposes without a view to making distribution of any of the Product(s) purchased by you thereunder; and

9. that Genuine Interest reserves the right to reject or to accept, in whole or in part, or to scale down, any application for investment in the Product(s), without assigning any reason therefor.

Confirmation of receipt of funds from you constitutes completion of the investment into the Product(s). As an investor in the Product(s), your status is that of an unsecured creditor. Via the web site, we will provide you with downloadable confirmation of receipt of funds, monthly statements, and other information for your records.

By funding your account with Genuine Interest, you are entering into a lending agreement with Genuine Interest under which we agree to pay you a fixed annual interest rate as documented on the web site, which rate may fluctuate from time to time at the sole discretion of Genuine Interest and without prior notice. You further understand and acknowledge that your account does not constitute a deposit account, and that Genuine Interest is not a bank or any other form of deposit-taking institution.

You have the right to request repayment of all or part of your loan at any time by giving Genuine Interest at least 90 days' notice. In doing so, you acknowledge that Genuine Interest is under no obligation to meet such a request for repayment; and that should Genuine Interest at its sole discretion agree to meet such a request, you understand and acknowledge that you may forfeit all or part of any interest earned on your loan and you shall have no claim in that regard; and that Genuine Interest may recover reasonable administrative, bank transfer and other relevant costs incurred. Notwithstanding the above, Genuine Interest may, at its sole discretion, choose to repay the loan amount in full, together with interest earned and payable, at any time and for any reason.

Genuine Interest has the right to determine and implement, at its sole discretion and in the best interests of its stakeholders, administrative policies and procedures it deems responsible and prudent (including policies and procedures related to foreign exchange rates and banking fees), and which are in keeping with all applicable laws. You acknowledge that payments made by Genuine Interest to you may only be made to a bank account with your exact legal name, and to no other account in the name of any third party or other person or legal entity.

You hereby confirm that you have read and understood the Risk Warnings and are fully aware of and accept the risks set out in the Risk Warnings. The confirmation above shall be deemed to be repeated each time you access the web site. You further acknowledge and confirm that (a) you may not be able to receive any return on your investment or exit your investment within a reasonable time, and (b) you are prepared to lose all your investment in the Product(s).

You acknowledge and confirm that payment of all taxes is entirely your responsibility, and save as required by Singapore law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax liability.

We reserve the right to amend our fee structure at any time. In the event of a revision in our fee structure, or of a materially new service or product line, we will inform you through the web site or by email.

If you no longer wish to be a member of Genuine Interest, you may terminate your membership at any time and for any reason or for no reason whatsoever by notifying us. We may terminate your membership at any time and for any reason or for no reason whatsoever by notifying you. Without limiting the generality of the foregoing, matters of concern include the following:

1. where there is doubt that you are aged 18 years or above or about your identity or place of residence;

2. where information supplied by you to us may not be correct or has not been able to be verified; or

3. where there are concerns in relation to any unlawful activity, sanctioned persons or entities, money laundering or the financing of terrorism.

If we have reason to believe that you are no longer eligible to be a member of Genuine Interest, we may, at our sole discretion, suspend your membership until we determine that you are again eligible to be a member. If we receive proof of your death that is satisfactory to us, we will terminate your membership immediately.

We may at any time terminate or suspend your membership and access to the web site even if you still have investments in the Genuine Interest investment platform. These circumstances may include your use of the web site in any way (a) that causes, or is likely to cause, the web site or access to it to be interrupted or damaged in any way, (b) for fraudulent purposes, or in connection with a criminal offence, (c) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing, is otherwise injurious to third parties or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam, (d) to cause annoyance, inconvenience or needless anxiety, (e) which gives rise or may give rise to criminal or other liability on our part, or (f) that causes, or is likely to cause, a breach of any applicable law or regulation.

If your membership in Genuine Interest is terminated or suspended for any reason, your access to the web site may be terminated at such time as may be determined by us. You will no longer be able to make investments in the Product(s), and we will not be liable to you for any direct or indirect losses (including loss of profits, capital, business or opportunities), damages or costs arising from such termination or suspension.

After termination of your access to and use of the web site, within 90 days we will release and return any of your funds that may still be invested in the Product(s) without any right or claim against us. You understand and acknowledge that you may forfeit all or part of any interest earned on your loan and you shall have no claim in that regard; and that Genuine Interest may recover reasonable administrative, bank transfer and other relevant costs incurred. Thereafter, these Terms & Conditions shall no longer be in effect, and neither you nor we shall continue to be bound by their provisions other than those provisions that are expressed to survive termination.

You agree to the terms of our Privacy Policy and Terms of Use and you consent to the collection, use and/or disclosure of your personal data for the purposes stated in the Privacy Policy and Terms of Use. As set out in our Privacy Policy and Terms of Use, we may from time to time need to disclose personal data about you to government agencies, including the Monetary Authority of Singapore.

In addition to the information set forth in these Terms & Conditions, we may provide on the web site information about historical returns or other matters that we believe may be relevant or of interest to you. We refer to this as “additional information”. None of the additional information, including information about historical returns, can be relied on as a guarantee or indication of any particular result and the additional information does not constitute any form of advice, recommendation or endorsement by us. We cannot assure you that any additional information is complete, accurate, and up-to-date or error free and we will not be liable to you for any direct or indirect losses (including loss of profits, capital, business or opportunities), damages or costs if it is not. To the extent that any additional information constitutes links to third-party web sites or third-party contact details, we expressly disclaim any responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.

From time to time, in accordance with our Privacy Policy and Terms of Use, we may send you emails with information about activity on the web site, including factual information relating to new products and/or services and the progress of existing ones. Any emails we send you about activities on the web site do not constitute advice or a recommendation to invest. From time to time we may also send you emails with respect to your membership, our business, these Terms & Conditions or other matters that we reasonably believe are relevant to you. We will do our best to ensure that these emails are relatively infrequent, but we may send you such emails at our discretion.

We will retain the records relevant to your membership and any activity you conduct on the web site for a minimum period of 18 months. This period may be extended or reduced by force of law or regulatory requirement, although personal data records will be retained by us only in accordance with law. The records of the web site kept by us shall be conclusive evidence of the facts and matters they purport to record.

In the event that we take a decision to cease to trade (i.e. close down the business), we will notify you as soon as possible after we have taken such a decision, and at that stage we will within 90 days release and return any of your funds that may still be invested in the Product(s) without any right or claim against us and we will not be liable to you for any direct or indirect losses (including loss of profits, capital, business or opportunities), damages or costs arising from our ceasing to trade.

You shall be liable and agree to indemnify us and our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates, and hold us harmless, for any loss, liabilities, expenses, claims, costs, charges, actions, demands or damage incurred arising from or as a result of (a) your failure to comply with these Terms & Conditions or (b) any breach of representation, warranty, covenant acknowledgement or agreement by you under these Terms & Conditions, or (c) any fraud, gross negligence, wilful act or omission by you in the use of the web site, or (d) the performance by us of our obligations in accordance with the terms of these Terms & Conditions. You further agree that each of our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates shall have the unconditional right under the Contracts (Rights of Third Parties) Act of Singapore to enforce and rely on this Clause.

We shall be liable to you for any loss or damage which you may suffer as a result of being a member of Genuine Interest or using the web site only to the extent that such loss or damage arises from our breach of these Terms & Conditions or was the direct result of wilful default or fraud by us. Notwithstanding the foregoing, we shall not be liable to you for any direct or indirect loss (including loss of profits, capital, business or opportunities), damages or costs in respect of any matter for which liability is expressly excluded under these Terms & Conditions, or arising out of or in connection with any error, inaccuracy, misstatement, and/or omission in the information and/or data provided by you or another Genuine Interest member or any fraud, gross negligence, wilful act or omission or any other actions of you or another Genuine Interest member.

We shall not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of capital, loss of business, loss of wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data. Nothing in these Terms & Conditions shall limit any liability the exclusion or limitation of which is not permitted by the applicable law or regulation.

We may assign, novate, transfer or delegate any or all of our obligations or rights under these Terms & Conditions to any person, provided that (a) the approval of the Monetary Authority of Singapore (if required) has been obtained or the notification to the Monetary Authority of Singapore (if required) has been made, and (b) we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. You confirm, acknowledge and agree that we may provide information about you and your activities on the web site to any person to whom we assign, transfer or delegate our obligations or rights.

Your membership in Genuine Interest is personal to you, and therefore none of your obligations or rights in connection with your membership or your activities on the web site can be assigned, novated, transferred or delegated to any other person, unless otherwise provided in these Terms & Conditions or with prior written consent from us. Any attempt to, transfer, assign or delegate any of your rights or obligations in contravention of these Terms & Conditions shall be null and void.

General Terms (to survive termination for any reason of these Terms & Conditions):

These Terms & Conditions shall not be construed so as to (a) create a partnership or joint venture between you and us, (b) constitute you and us as agents or fiduciaries of one another, and/or (c) create any principal or agency relationship between you and us in respect of, or in connection with, any investment in the Product(s). Furthermore, you acknowledge and agree that you will not claim that we have rendered advisory services of any nature or respect; or owe an agency, fiduciary or similar duty to you and that we do not assume any duties or obligations other than those expressly set forth in these Terms & Conditions.

No failure or delay by you or us in exercising any of our rights under these Terms & Conditions shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of these Terms & Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

If any provision of these Terms & Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, these Terms & Conditions shall continue to be valid as to their other provisions and the remainder of the affected provision.

These Terms & Conditions constitute the entire agreement between you and us in relation to your membership in Genuine Interest, and supersede and replace all previous agreements and understandings between you and us, with respect to the matters set forth therein. You and we acknowledge that, in agreeing to these Terms & Conditions, neither of us are relying on, and shall have no remedies in respect of, any representation, warranty, pre-contractual statement or other provision except as expressly provided in these Terms & Conditions.

You and we shall from time to time (both during the time in force of these Terms & Conditions and after they have ceased to apply) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of these Terms & Conditions.

Save as otherwise expressly provided in these Terms & Conditions, each party to these Terms & Conditions shall bear its own legal, professional and other costs and expenses incurred by it in connection with the preparation, negotiation and execution of these Terms & Conditions and any associated documentation.

Clauses related to General Terms and Confidentiality and all disclaimers, indemnities and exclusions in these Terms & Conditions shall survive termination for any reason of these Terms & Conditions.

Time shall be of the essence in relation to all matters arising under or pursuant to these Terms & Conditions.

We shall not be in breach of these Terms & Conditions if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.

These Terms & Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of Singapore. The Courts of Singapore shall have exclusive jurisdiction over any such claim, although we retain the right to bring proceedings against you for breach of these Terms & Conditions in your country of residence or any other relevant country. You irrevocably waive any right that you may have to object to an action being brought in the Courts of Singapore, to claim that the action has been brought in an inconvenient forum, or to claim that the Courts of Singapore do not have jurisdiction.

Save in respect of the Clauses of these Terms & Conditions which are expressly noted as being enforceable by our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates, a person who is not a party to these Terms & Conditions has no right under the Contracts (Rights of Third Parties) Act to enforce any term of these Terms & Conditions. Notwithstanding any term of these Terms & Conditions, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of these Terms & Conditions.

These Terms & Conditions shall be deemed duly executed and the terms herein shall be effective and binding upon you and us when you assent to it via the means provided on the web site (by clicking on the checkbox).

Confidentiality (to survive termination for any reason of these Terms & Conditions):

We and you shall at all times keep confidential (and to procure that our or your (as the case may be) respective directors, officers, employees, agents and advisers keep confidential) any confidential information relating to these Terms & Conditions and/or all other documents relating to or in connection with these Terms & Conditions, documents concerning or relating in any way whatsoever to trade secrets or confidential operations of either you or us, any information concerning the business, affairs, organisation, finances or transactions of either you or us, yours or our dealings, secret or confidential carried on or used by information which relates to intellectual property rights, documentation, manuals, prototypes or parts thereof, information which relates to yours or our clients' transactions or affairs, customer lists and all other information contained therein (the “Confidential Information”) and shall not disclose such information to any other party without the prior written consent of the other parties, save and except:

1. if the Confidential Information becomes generally available to the public other than as a result of a disclosure by any of the parties in breach of this clause;

2. in accordance with these Terms & Conditions;

3. to our or your legal and financial advisers and employees, provided that such advisers and employees are under an obligation of confidentiality at least similar to that provided hereunder; or

4. otherwise by or on behalf of any party as may be required by any law or regulatory authority.

This Clause related to Confidentiality shall survive termination of these Terms & Conditions for any reason.

Any notice from you to us in respect of these Terms & Conditions, your membership or your activities on the web site shall be given by email to support@genuineinterest.org except where these Terms & Conditions set forth alternate means by which you must give us notice. Any notice from us to you in respect of these Terms & Conditions, your membership or your activities on the web site may be given either through the web site, by email to the address set forth in your profile or by post or courier to the physical address set forth in your profile. Notices given pursuant to this clause through the web site or by email shall be deemed received by the recipient upon despatch. Notices given pursuant to this clause by post or courier shall be deemed received by the recipient 2 business days after despatch. In the event that you give us notice by means other than those set forth in this clause and we in fact receive it, we may, but are not required to, choose to deem the notice received upon our actual receipt of it. All notices given under these Terms & Conditions shall be in the English language.

RISK WARNINGS

The following list of risk factors is not intended to be an exhaustive nor a comprehensive explanation of the risks involved, and includes but is not limited to:

RISKS SPECIFIC TO DEBT SECURITIES (as required by the Monetary Authority of Singapore)

Modification and waiver

The terms of your debt securities may contain provisions for calling meetings of holders of debt securities to consider matters affecting their interests generally. These provisions may permit defined majorities to bind all holders of debt securities including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.

The terms of your debt securities may also provide that the trustee or security trustee may, without your consent, agree to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the terms of your debt securities or any of the provisions of the trust deed, or may agree, without your consent, to any modification, waiver or authorisation which, in its opinion, is of an administrative, minor or technical nature or to correct a manifest error or to comply with mandatory provisions of the law. Any such modification, waiver or authorisation will be binding on you.

The trustee or security trustee may request holders of debt securities to provide an indemnity, security and/or pre-funding to its satisfaction

The trustee or security trustee may request the holders of debt securities (including yourself) to provide an indemnity and/or security and/or pre-funding to its satisfaction before it takes any action on behalf of such holders. The trustee or security trustee shall not be obliged to take any such action if not indemnified and/or secured and/or pre-funded to its satisfaction. The trustee or security trustee may not be able to take action, notwithstanding the provision of an indemnity or security or pre-funding to it, in breach of the terms of the trust deed and in circumstances where there is uncertainty or dispute as to the applicable laws or regulations and, to the extent permitted by the terms of your debt securities and the trust deed and the applicable law, it will be up to the holders of debt securities to take such action directly.

Your debt securities may not be secured

Investors' interests in debt securities may not be secured and may be ranked subordinate to the interests of the other creditors of the issuer. In the event that an issuer becomes unable to meet its debts as they fall due, investors may realise less than their original investment.

If your debt securities are unsecured, they shall at all times rank pari passu and rateably, without any preference or priority among all other debt securities, and at least pari passu with all other present and future unsecured and unsubordinated obligations of the issuer.

Further, if your debt securities are unsecured but guaranteed, the obligations of the guarantor under the guarantee and the trust deed constitute direct, unconditional, unsubordinated and unsecured obligations of the guarantor and shall rank at least pari passu with all other present and future unsecured and unsubordinated obligations of the guarantor.

Accordingly, on a winding-up or insolvency of the issuer or, as the case may be, the guarantor at any time prior to maturity of any debt securities, you may not have recourse to any specific assets of the issuer or, as the case may be, the guarantor or their respective subsidiaries and/or associated companies (if any) as security for outstanding payments or other obligations under the debt securities owed to you and there can be no assurance that there would be sufficient value in the assets of the issuer or the guarantor, as the case may be, after meeting all claims ranking ahead of the debt securities, to discharge all outstanding payments and other obligations under the debt securities owed to you.

Enforcement of the guarantee

If your debt securities are guaranteed, you should note that the guarantee is issued by the guarantor and not the issuer. You will only have recourse in respect of the guarantee against the guarantor.

Inflation risk

You may suffer erosion on the return of your investment in debt securities due to inflation. You would have an anticipated rate of return based on expected inflation rates on the purchase of the debt securities. An unexpected increase in inflation could reduce the actual returns.

Financial risk

Interest payment and principal repayment for debt securities occur at specified periods regardless of the performance of the issuer. The issuer may be unable to make interest payments or principal repayments under your debt securities should the issuer suffer a serious decline in net operating cash flows.

Performance of contractual obligations may be dependent on other parties

The ability of the issuer to make payments in respect of the debt securities may depend upon the due performance by the other parties to the transaction documents of their obligations thereunder, including, without limitation, the performance by the trustee, the security trustee, the registrar and the paying agent of their respective obligations. Whilst the non-performance of any relevant party will not relieve the issuer of its obligations to make payments in respect of the debt securities, the issuer may not, in such circumstances, be able to fulfil its obligations to you.

GENERAL RISKS (as required by the Monetary Authority of Singapore)

100% loss on such investment

There is a high risk that you may lose all your money on such investments. Investments available through this platform may include the debt securities of early-stage companies or companies without a proven track record and accordingly, a higher investment risk is attached to such investment as compared to larger or more established companies. The risk of business failure is high. For every 10 new businesses formed in Singapore, 7 to 8 would cease operations in the same year (Singapore Department of Statistics, Formation & cessation of business entities in 2015, http://www.singstat.gov.sg/). If the business of an issuer that you invest in fails, you may lose 100% of your investment, and we will not pay you back on your investment. We do not underwrite, guarantee or provide any form of assurance on any investments made through the platform, and accordingly, there is no recourse to us if you suffer any losses on any such investments. You should not invest more money than you can afford to lose without altering your standard of living.

Difficult to cash in or exit such investments

It may be difficult or even impossible for you to cash in on or exit such investments. Such investments are subject to resale restrictions set out in section 272A(8) of the SFA, and there may not be a secondary market for them.

Risks of investing in foreign issuers

If such investments are offered by an issuer in a foreign jurisdiction, your investment will be subject to the laws and regulations of that jurisdiction. You may also be subject to additional tax liabilities, transaction costs and capital controls. It may be difficult for you to effect service of process within Singapore on the investment holding company and its officers if they are resident outside Singapore. In addition, where operations and assets of an issuer are primarily located outside Singapore, any judgment obtained in Singapore against the issuer may not be collectible within Singapore.

No disclosure requirements

You may not have sufficient information to make fully informed investment decisions. There is no statutory obligation for us to provide you with information that you would reasonably require to make informed assessments of offers being made to you.

No assurance that financial statements will be accurate or accessible

The financial statements of the companies which you invest in may not be subject to a statutory audit. As such, the financial information presented to you may not have been assessed by a qualified professional auditor. An unaudited financial statement may not accurately reflect the financial health of a company. In addition, the financial statements of the companies may not be made accessible to you in the absence of requirements in their home country for them to do so.

Investment risk

Potential investors should note that an investment in the Product(s) is subject to market conditions and there can be no assurance that any appreciation in value will occur. The value of investments and the income from them may fluctuate and fall and there is no certainty that an investor will get back all or part of any investment. The ultimate value and timing of any investment payout may be influenced by a large number of factors, some of which are specific to the investment and others of which are extraneous. Any investment made should be viewed as a long term and illiquid investment.

Diversification

Investing in the Product(s) should be done as part of a diversified portfolio. This means that you should consider investing only a small proportion of your investable capital in the Product(s) as an asset class, with the majority of your investable capital invested in other asset classes.

Dependence on the investment managers

The success of the Product(s) will depend in part upon the ability of our investment managers to develop and implement investment strategies that achieve our objectives.

Past performance

Past performance is not a reliable indicator of future performance. You should not rely on any past performance as a guarantee of future investment performance.

Handling of your monies and assets by third parties

Your monies or assets may at times be handled by third party service providers that we have no control over. Third party service providers may include, but are not limited to, entities such as brokerages, banks and the like.

Change of law

The terms and conditions of your investment will be based on the law in effect at the date of completion. No assurance can be given as to the impact of any possible judicial decision or change to the law or administrative practice after such date.

You should seek independent professional advice if you do not fully understand the risks of investing in Securities offered on this Platform or any of the statements above.

ACKNOWLEDGEMENT

Your acknowledgement that you have read and understood these Terms & Conditions constitutes your acceptance of all of these Terms & Conditions as a valid and binding contract between Genuine Interest and yourself.