We may amend the Platform Terms at any time by posting a revised version of the Platform Terms (the "Revised Terms") on the Platform. Such Revised Terms shall be effective immediately upon posting. You should check the Platform Terms periodically for, and read carefully, any such Revised Terms. Your access to or continued use of the Platform and Services after the effective date of the Revised Terms constitutes your acceptance of the Revised Terms.
If a material change is made, we may notify you by email, a notice on the Platform, or at such other places we deem appropriate. A "material change" will be determined at our sole discretion, in good faith, using common sense and reasonable judgment.
In the event of any conflict between the current version of the Platform Terms and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
If you should participate in any property co-acquisition transaction, the Platform Terms shall be deemed to be incorporated into the Investment Participation Agreement that you are a party to. In the event of any conflict or inconsistency between the Platform Terms and the Investment Participation Agreement, the terms of the Investment Participation Agreement shall prevail.
"Administrator" refers to an entity appointed by RealVantage to facilitate the administration and management of the properties owned by the SPV's. The Administrator may be an affiliate of RV;
"Availability Period" means the pre-determined period of time, as specified in the Fact Sheet, during which Members may participate in a Purchase Opportunity;
"Authority" includes any governmental department, ministry, statutory board or other entity having regulatory or licensing authority over a Member;
"Confidential Information" shall have the meaning ascribed to it in Clause 22.1;
"Designated Account" means the Member's designated bank account from which the Member's funds are remitted to the Escrow Account, and all payments due to the Member pursuant to the Platform Terms shall be deposited;
"Escrow Account" means the escrow bank account opened, operated and managed by the Escrow Agent;
"Escrow Agent" means LegalWorks Law Corporation located at 10 Anson Road, #19-04 International Plaza, Singapore, independent fund custodian appointed by RV to operate and manage the Escrow Account;
"Fact Sheet" means the information relating to a Purchase Opportunity, including its purchase price, the Target Amount, the Investment Period, and the deadline by which the Target Amount must be reached;
"Intellectual Property Rights" includes service marks, trade marks, copyrights, trade and business names, rights in the nature of unfair competition rights and rights to sue for passing off, trade secrets, confidentiality, know-how and information used in or relating to the Services, the benefit of all licences, permissions and rights given or granted to RV by third parties;
"Investment Participation Agreement" means the agreement entered into between the Matched Members governing their relationship with one another, the SPV and the property acquired by the SPV;
"Investment Period" means the minimum period of time, specified in the Fact Sheet, that a property will be owned by the SPV after its purchase, subject to any variation pursuant to the terms of the Investment Participation Agreement governing that SPV;
"Match", "Matched" or "Matching" refers to the process of bringing together Members who have submitted Purchase Commitments in relation to a specific property, and ensuring that their aggregate Principal Sum is equal to the Target Amount within the Availability Period;
"Matched Members" refers to all Members who have collectively made Purchase Commitments to a specific property, and whose aggregate Principal Sum has met the Target Amount.
"Purchase Commitment" refers to the Member submitting a request, via the Platform, to reserve an amount equivalent to the Principal Sum for the purposes of participating in a Purchase Opportunity;
"Purchase Opportunity" refers to a property posted on the Platform which Member may choose to invest in by making a Purchase Commitment;
"Principal Sum" means the amount that a Member wishes to invest in a particular property;
"SPV" shall have the meaning ascribed to it in Clause 8.6.1
"Target Amount" means the purchase price of a property, all related costs (including legal costs), expense and disbursements incurred in its acquisition and incorporation of the SPV;
"Trade Secrets" include ideas, know how, show how, methods, techniques or processes that derives independent economic value from not being generally known to, and not being readily accessible persons who can obtain economic value from its disclosure or use.
In the Platform Terms
clause headings are inserted for convenience only and shall not affect the interpretation of the Platform Terms;
words importing the plural shall, except where the context otherwise requires, include the singular and vice versa;
references to the masculine gender shall include the feminine or neuter genders and vice versa;
the words "including," "includes," and "include" are deemed to be followed by the words "without limitation";
a reference to any statute or legislation shall be deemed a reference to such statute or legislation for the time being in force, and as may be amended from time to time, and be deemed to include any subsidiary legislation made under it; and
references to persons shall be construed as references to an individual, firm, company, body corporate, statutory board, government body, incorporated body of persons, association or trust as the context may require, and their respective successors in title and assigns.
Use of Platform and Services
you use the Platform and the Services; and
you, together with other Members, collectively participate in Purchase Opportunities,
subject to any Investment Participation Agreement that you may become a party to.
The Escrow Account is provided as a short-term facility to hold any funds you wish to utilise when participating in any property co-acquisition opportunities. The Escrow Account allows you to enter into a Purchase Commitment on demand and with minimal delay. It is provided to you for convenience and it is not intended to be a service in its own right. There shall be no interest payable on funds deposited in the Escrow Account.
Funds in the Escrow Account are kept and maintained separately from RV's own bank accounts, and RV shall have no access to the funds in the Escrow Account
You undertake to remit the funds from your Designated Account to the Escrow Account and for the Escrow Agent to hold such funds in escrow upon the terms and conditions set out in the Platform Terms.
Payments to the Escrow Account
Prior to remitting funds to the Escrow Account, you shall provide RV with the particulars of your Designated Account. You shall also provide the transaction remittance information, such as the transaction reference number, date of remittance and amount remitted to RV each time you make a remittance to the Escrow Account.
All fund remittance to the Escrow Account shall only be effected from the Designated Account. The Designated Account must be held in your name and no third party payments shall be permitted. You shall ensure that all funds are forwarded net of any bank service charges, which must be borne by you directly.
You acknowledge and agree that if the funds remitted are not in Singapore Dollars, the Escrow Account Bank will convert such funds into Singapore Dollars at its prevailing spot rate of exchange (which shall not be disputed by you under any circumstances) net of any applicable bank charges and fees. Such amounts converted will be final and conclusive as to the amount of funds available in Singapore Dollars to you for participation in Purchase Opportunities.
You acknowledge that the date of remittance does not evidence that monies have been transferred to the Escrow Account. Only an email confirmation sent out by RV to your designated email address shall be conclusive evidence (in the absence of manifest error) that the monies remitted by you has been credited to the Escrow Account.
Utilisation of Escrow Account Funds
When you make a Purchase Commitment, the Escrow Agent will reserve an amount equivalent to the Principal Sum of that Purchase Commitment from your monies held in the Escrow Account. You will not be permitted to withdraw or utilise this earmarked amount for any other Purchase Opportunities for a period ending on the earlier of:
when the Purchase Opportunity for which the Purchase Commitment was made is withdrawn or terminated, whether or not the Target Amount is matched;
when the Purchase Opportunity for which the Purchase Commitment was made is withdrawn or terminated, whether or not the Target Amount is matched;
if the Principal Sum has been utilised towards the acquisition of the property, when your share of the profits resulting from the sale of the property is credited into the Escrow Account.
If the Target Amount is in a currency other than Singapore Dollars, RV reserves the right, when setting aside the earmarked amount, to use an exchange rate that is higher than the prevailing spot rate of exchange to cater for any currency fluctuation that may occur prior to completion of the property purchase.
You shall not be eligible to make any Purchase Commitment unless you have sufficient funds available to you in the Escrow Account.
You hereby irrevocably authorise RV and the Escrow Agent:
to release the Principal Sum specified in your Purchase Commitment towards the payment of the purchase price of the property upon the SPV entering into a contract for the purchase of that property;
to release such sums from the funds available to you in the Escrow Account to fulfil your obligations or liabilities in accordance with the Platform Terms, or the terms of any Investment Participation Agreement that you are a party to.
Payments to You
We will only permit any request for the release of funds in the Escrow Account held on escrow for you if:
such amounts have not been reserved and/or designated for withdrawal to fulfil your obligations under any Purchase Commitment and/or Investment Participation Agreement; and
you have made a written withdrawal request via email to RV.
Subject to Clause 7.1, the requested amount will only be credited to your Designated Account within seven (7) Business Days net of bank charges and fees, if any, imposed by the remitting bank.
All funds to be remitted to you shall be in Singapore Dollars. If the Designated Account does not accept funds in Singapore Dollars, the funds will either be converted according to the prevailing spot rate of exchange (which shall not be disputed by you in any circumstances) of the Escrow Account Bank or your bank where the Designated Account is opened net of any applicable bank charges and fees. Such amount shall be the final and conclusive amount to be received by you.
To prevent fraud, all funds payable to you shall only be remitted to the Designated Account. No payments to any third parties will be permitted. If the Designated Account is not a Singapore-based bank account, prior to remitting any monies, RV and/or the Escrow Agent reserve the right to request for further documents and information for the purpose of verifying the account holder's identity.
If you change your Designated Account, you shall notify RV within three (3) Business Days of such changes. Neither RV nor the Escrow Agent shall be responsible for any losses, damages, interests, claims, costs and expenses that you may suffer as a result of your failure to notify us of such changes by aforesaid deadline.
Matching of Purchase Opportunity and Investment Participation Agreement
To participate in a Purchase Opportunity, you must make a Purchase Commitment which is the way you communicate to us your decision to commit the Principal Sum towards the relevant Purchase Opportunity. You are not allowed to change your Principal Sum once you have submitted the Purchase Commitment over the Platform.
You can make as many Purchase Commitments as you like, provided that you have sufficient cleared funds in the Escrow Account. Notwithstanding the foregoing, RV reserves the right not to permit you to participate in a Purchase Opportunity.
When you make a Purchase Commitment, the Platform will aggregate your Principal Sum to the Principal Sums committed by other Members in respect of the specific property. Purchase Commitments are irrevocable and may not be withdrawn once submitted over the Platform.
If the Target Amount is matched by the aggregate Purchase Commitments within the Availability Period, the funds will be utilised, amongst others, towards payment of the purchase price of the specific property and incorporation of the entity which will own the property.
If the Target Amount is not matched by the aggregate Purchase Commitments within the Availability Period, the Purchase Opportunity is deemed withdrawn and your Principal Amount shall be remitted back to you and credited into the Escrow Account, free of interest.
If the Target Amount is successfully matched within the Availability Period, the following shall take place:
RV shall, in its sole discretion, incorporate a suitable special purpose vehicle ("SPV"), such as a limited liability partnership or a legal entity, to acquire and own the property;
depending on the type of SPV incorporated, the participating Members will be registered as partners or shareholders of the SPV;
RV shall nominate its representative as managing partner or director of the SPV to oversee and manage the operations of the SPV as well as the property;
the Administrator shall engage lawyers and other advisors to conduct the necessary due diligence checks on the seller and the property,
subject to the satisfactory results being received from the due diligence conducted on the seller and property, the SPV shall issue an LOI or obtain an Option to purchase the property;
where applicable, the Escrow Agent shall remit to the seller (or its solicitors) a deposit out of the Target Amount;
the SPV shall execute a Sale and Purchase Agreement for the purchase of the property, or such other document as is required by the laws of the country where the property is situated;
upon execution of the aforesaid agreement, all participating Members shall be deemed to have entered into an Investment Participation Agreement governing their relationship with one another, the SPV and the property. A link to the Investment Participation Agreement will be contained in the Fact Sheet;
upon completion of the sale and purchase of the property, the Escrow Agent shall remit the balance purchase price of the property to the seller, or its solicitors;
the Administrator shall enter into an Investment Management Agreement with the SPV to provide its services to administer and manage the property;
notwithstanding the foregoing, if the sale and purchase transaction is aborted for any reason, your Principal Sum shall be refunded to you free of interest. RV shall not be liable to you in any way for the abortive transaction.
You hereby understand and agree that:
when you place a Purchase Commitment in relation to a property, you are, in effect, committing to acquire an interest in the SPV that will own the property;
your interest in the SPV will be expressed as a percentage of your Principal Sum contained in your Purchase Commitment against the Target Amount of the relevant Purchase Opportunity;
you will not be named as an owner or proprietor of the title document of the property
RV, its employees or affiliates may, from time to time, participate in Purchase Opportunities; and
upon the Target Amount being matched by the Availability Period or the SPV entering into a contract for the purchase of the property, whichever is later, an Investment Participation Agreement is deemed to be entered into between the Matched Members. You are deemed to have read, understood and agreed to the terms contained in the Investment Participation Agreement.
You acknowledge and agree that:
RV is not the owner of the properties posted on the Platform and, accordingly RV is not a vendor of these properties;
by availing the Platform and Services to you, RV is not carrying out any estate agency work as defined in the Estate Agents Act (Cap. 95A);
our decision to publish a Purchase Opportunity on the Platform does not constitute any approval or endorsement of the property or any representation by us that all information and material contained in the Fact Sheet accurately reflect the risks associated with the property;
we reserve the right to withdraw any Purchase Opportunities at any time without prior notice.
you have read and fully understand the Fact Sheet of the relevant property before making a Purchase Commitment;
we have not offered you any investment advice relating to the suitability of any of the Purchase Opportunities listed on the Platform; and
you must obtain your own independent legal, financial, tax and other advice on any decision to participate in any Purchase Opportunity.
You acknowledge and agree that the value and performance of a Purchase Opportunity, and accordingly the Principal Amount you have invested, are subject to potential risk factors, including:
downturns in international, national, regional and local economic conditions;
competition from other properties;
increases in the supply of or decreases in the demand for similar or competing properties in the target market;
tenant's breach of terms of lease agreement, including default in payment of rent or premature termination of lease;
bankruptcies, financial difficulties or breach by tenants of terms of the lease agreement;
debt financing risks including interest rate fluctuation, debt servicing and repayment of loan;
changes in operating costs and expenses;
changes in, or increased costs of compliance with, governmental laws, rules and regulations, including changes in tax, real estate, environmental and zoning laws;
the ongoing need for capital improvements, particularly in older properties;
increases in property-level maintenance and operating expenses;
sanctions and restrictions imposed by governments, civil unrest, acts of war or terrorism, or acts of God; and
the illiquidity of real estate investments generally.
Representations and Warranties
By agreeing to the Platform Terms, you represent and warrant to us that:
you are of sound mind and have the legal capacity to agree to the Platform Terms;
you have full power, capacity, authority and legal right to observe and perform all obligations set out herein;
if you are a legal entity, the execution, delivery and performance of the obligations contemplated in the Platform Terms will not violate any applicable laws, rules or regulations, will not require any approval or consent of any Authority, do not conflict with or contravene your Constitutional documents, the provisions of any shareholders' agreement affecting you, the provisions of any agreement, instrument or arrangement to which you are a party to, or by which you are or may be bound;
you are an "accredited investor" or "institutional investor" as defined in the Securities and Futures Act (Cap. 289); and
all information and documents that you have provided or will provide to us are true and accurate in all respects.
You hereby acknowledge and agree that each of the representations and warranties in this Clause are repeated each time you use the Platform or Services or when submitting a Purchase Commitment:
Accuracy of Information
The Platform and Service are provided "as is" and on an "as available" basis. We do not warrant that the Platform and Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
While every measure has been taken to ensure the accuracy and completeness of the information on the Platform, we do not guarantee or make any warranties or representations regarding the accuracy or completeness of such information. RV reserves the right to add, remove or amend the Content on this Platform at any time.
RV shall not be responsible for the accuracy, currency, reliability and correctness of any Content that is provided by third parties nor for the accuracy, currency, reliability and correctness of information from third-party sources, links or references to information sources (including websites) outside its control.
You should not assume any information contained on this Platform to be accurate or complete. All information should be examined and verified through independent sources and you should make your own assessment regarding the accuracy, reliability and correctness of such information.
RV, its directors, employees, servants and agents shall not be liable, to the fullest extent permissible by law, for any losses, damages, claims, liabilities, interest, costs (including legal costs) and expenses arising by reason of (i) any person using or relying on the Content, or (ii) any error or incompleteness of fact, or lack of care in the preparation or publication of the Content.
Nothing on this Platform should be construed as investment advice and does not constitute a recommendation to participate in any Purchase Opportunity or that any Purchase Opportunity is suitable for any specific purposes or any specific person. Further nothing contained on this Platform shall constitute financial, legal, tax or other advice, nor should any decision to participate in any Purchase Opportunity be made solely based on the Content.
As the Purchase Opportunities offered on the Platform involve risk and may result in loss, you should:
should seek independent advice from a relevant qualified expert before making any decision;
decide whether or not to participate in any transaction, based on your own independent evaluation and analysis, having regard to your financial commitments;
only commit such funds that you are financially able to bear the risk of loss having regard to your financial commitments.
We shall not be responsible for any financial losses (whether direct or indirect) that you may incur as a result of your participation (or failure to participate) in any Purchase Opportunities.
Information on Past Performance
You should not rely on any information regarding the past performance of any type of property or the country in which a property is situated as a guarantee of future performance.
Any information regarding returns on investment experienced by our Members are solely for illustrative purposes only, and do not constitute an express or implied warranty or representation that you will likewise experience similar returns on your investments, as the returns on investment will vary from one Member to another.
Information on Forward-Looking Statements
Some of the statements contained in the Fact Sheets are forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.
Forward-looking statements are identifiable by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "targeted," "projected," "underwritten," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These forward-looking statements include statements concerning the property, risk factors, plans and projections.
These statements involve known and unknown risks, uncertainties, and other factors that may cause the investment's actual performance or results to be materially and adversely different from any future performance or results expressed or implied by such forward-looking statements.
No Prospectus or Offer to Sell Security
Nothing contained on the Platform shall be understood as an offer or advertisement of any products or services that may be described therein. The contents and materials on this Platform shall not constitute an offer to sell or a solicitation to buy or participate in any "security" under or as defined in the Securities and Futures Act (Cap. 289) nor shall such contents or material constitute a "prospectus" under or as defined in the SFA.
RV will charge an Acquisition Fee upon completion of the purchase of a property in a matched Purchase Opportunity. The Acquisition Fee will be a percentage of the purchase price of the property.
In consideration of its services to the SPV, the Administrator will charge a monthly Management Fee in accordance with the terms of the Investment Management Agreement.
RV will charge a Disposal Fee upon completion of the sale of the subject property.
Specific details of the Acquisition Fee, Management Fee and Disposal Fee for each property will be set out in its Fact Sheet and contained in the Investment Participation Agreement of that specific property. All Acquisition Fees, Management Fees and Disposal Fees shall be borne by the relevant SPV's.
Trade Marks, Copyrights and Restriction
All Content on the Platform are proprietary to, or is licensed by RV. Such Content is protected by copyrights, trademarks, service marks, and/or other intellectual property rights that are governed by Singapore and worldwide intellectual property laws.
You shall not, without our prior written approval:
use the Trade Marks in relation to any product, service, or website;
copy, reproduce, adapt, modify, distribute, publish, post, or otherwise use or exploit any Content on the Platform in any way or for any purpose;
distribute or make any part of the Platform available over any other website or network;
hyperlink or in-link the Platform and/or Trade Marks to any website;
frame or otherwise incorporate into another Platform any of the Content or other materials on the Platform.
Whilst you may use the Trade Marks or the Platform in a descriptive manner, you shall not refer to the Trade Marks or the Platform in any way to suggest that you or your Platform is affiliated to or is endorsed by RV, its affiliates, business partners or service providers.
Links to Third Party Sites
The Platform may contain links to other Platforms ("Linked Sites"). The Linked Sites are provided for your convenience and information only and, as such, you access them at your own risk. The Content of any Linked Sites is not under our control. We are not responsible for, and do not endorse, such Content, whether or not we are affiliated with the owners of such Linked Sites.
You shall indemnify and hold harmless RV, its directors, officers, employees, agents, servants, the Escrow Agent and its service providers against all claims, losses, damages, penalties, fines, interest, costs (including legal costs) and expenses arising or resulting from:
any false or inaccurate information and/or documents that you have provided to us, particularly with regard to your qualification as an accredited investor or institutional investor;
any fraud or illegal activity committed by you whilst using the Platform or Services;
any third party accessing/using your Account, whether with or without your permission, or your failure to keep your UserID and password private;
any claim made against you for actual or alleged infringement of our Intellectual Property Rights or any actual alleged infringement of a third party Intellectual Property Rights arising out of or in connection with the Services or your use of the Platform.
Exclusion of Liability
RV, its directors, officers, employees, agents, servants, the Escrow Agent and its service providers shall not be liable for any loss, damages, expenses, claims, costs (including legal costs), expenses arising from the following circumstances:
any disruption, denial of service, downtime, system outage or inability to access or use the Platform and/or Services, including ISP or host equipment failure, communications networks failure, network failure, natural events, acts of war, or legal restrictions and censorship;
your participation, or failure to participate, in any Purchase Opportunity;
any misstatements, inaccuracies, errors or omissions appearing in any Fact Sheet, any Content or the Platform;
any adverse tax implications suffered by you as a result of using the Platform or Services; or
any third party accessing/using your Account, whether with or without your permission, or your failure to keep your UserID and password private.
For the purpose of the Platform Terms, "Confidential Information" means all confidential information belonging to RV, and includes information contained Fact Sheets, the properties posted on the Platform and such other information that should reasonably be recognised as confidential in nature. Confidential Information shall not include information which:
enters the public domain through no fault on your part or a breach of an obligation of confidentiality owed by any party to RV;
at the time of the disclosure is or has been disclosed to you by an independent third party whose source is not directly or indirectly RV, its affiliates, employees, servants, agents or contractors; or
is independently developed, generated and/or discovered by you without access to or use of the Confidential Information, as evidenced by written records.
You shall have the burden of proving that any information falls within the exceptions set out in the above sub-clauses.
use the Confidential Information solely for the purposes and in connection with a Purchase Commitment that you have made or an Investment Participation Agreement that you are a party to;
keep all Confidential Information strictly confidential and not disclose the same without the prior written approval of RV;
immediately notify RV of any suspected or actual unauthorised use, copying or disclosure of Confidential Information;
assist RV in relation to any proceedings we may take against any person for unauthorised use, copying or disclosure of the Confidential Information; and
not to make any unauthorised copies of any Confidential Information without the prior written consent of RV.
You shall be entitled to disclose the Confidential Information only to your employees, professional advisers or solicitors (the "recipient") who reasonably need access to the Confidential Information to advise you on any Purchase Opportunity or to facilitate the performance of your obligations under any Purchase Commitment or Investment Participation Agreement, and on condition that such recipient shall have:
entered into legally binding confidentiality obligations with you on terms equivalent to those set out herein;
been informed of RV's interests in the Confidential Information and the terms herein;
been instructed to treat the Confidential Information as secret and confidential in accordance with the provisions of the Platform Terms;
provided always that your obligations to secure the confidentiality of such Confidential Information shall continue to apply and that you shall remain liable for any unauthorised disclosure or use thereof by the recipient(s).
As damages may not be sufficient remedy for a breach of this Clause, we reserve the right to seek specific performance or injunctive relief to prevent any threatened or actual breach of this Clause. The obligations of confidentiality contained in this Clause shall survive the termination of your use of the Platform and/or the Services.
Suspension and Termination of Account
You may terminate your Account by giving at least fourteen (14) days' written notice to us provided:
you have no outstanding Purchase Commitments; and
you are not a party to subsisting Investment Participation Agreement.
In the event of your death or legal incapacity;
if you are made a bankrupt, or if you a legal entity, you are wound-up;
if you enter into any composition or arrangement with your creditors generally.
Upon suspension of your Account:
any payments due from you pursuant to the Platform Terms shall become immediately due and payable. RV shall have the right to deduct such payments from the amounts standing to your credit in the Escrow Account or any amounts due to you pursuant to any Investment Participation Agreement;
you will have limited functionality and access to the Platform and Services. In particular, you will not be permitted to view or participate in any Purchase Opportunities. You will only be able view the transactions that you are a party to prior to the suspension of your Account.
Upon termination of your Account, howsoever arising:
subject to sub-clause 23.4.4, you will not have access to the Platform and/or the Services. In particular, you will not be permitted to view or participate in any Purchase Opportunities;
your membership to the Platform, and all associated rights and benefits will be terminated;
any outstanding fees or payments due to you pursuant to provisions of the Platform Terms will be deducted from the funds standing to your credit in the Escrow Account. We will, as soon as practicable, remit any balance funds to your Designated Account;
you may access to your Account for a period of fourteen (14) days to download records of your transactions on the Platform. Upon the expiry of the fourteen (14) day period, your access to your Account will be terminated and we will have no obligation to store or provide you with any information relating to your transactions on the Platform.
The termination of your Account shall be without prejudice to RV's accrued rights and we shall not be liable to you for any loss or damage occasioned by the aforesaid termination. For avoidance of doubt all disclaimers, indemnities and exclusions in the Platform Terms shall survive the termination of your Account.
Each notice or other communication given or made under the Platform Terms shall:
be in writing delivered by prepaid post, or by e-mail;
be deemed to have been received, unless otherwise proven, in the case of a letter, two (2) Business Days if posted to an address within Singapore or ten (10) Business Days if posted to an overseas address and, in the case of an e-mail, at the time when the e-mail was sent; and
be sent to you at the address/e-mail stated in your Member Profile and, in the case of RV, to the following address:
Address: 201 Joo Chiat Road, #02-06 Singapore 427472
Relationship of Parties
Nothing in the Platform Terms shall be construed as to create any fiduciary relationship between you and RV, or any partnership or joint venture between you and RV. In no event shall either Party be considered an agent or employee of the other Party.
RV may at any time assign and transfer to any person, company or entity all or any part of Platform Terms, as well as the rights and benefits thereunder and, in such event, the Platform Terms shall thereafter be read and construed and shall have effect as if the assignee were a party hereto with the intent that the assignee shall have the same rights under Platform Terms as if assignee had been an original party hereto.
You shall have no right to assign Platform Terms or the rights and benefits thereunder to anyone without the prior written consent of RV. Except as otherwise provided herein, Platform Terms shall be binding upon and inure to the benefit of the respective successors and assigns of the Parties.
The remedies conferred by the Platform Terms shall be in addition to any other remedy that is available to us at law or in equity. The election of any one or more of such remedies on our part shall not constitute a waiver by us of the right to pursue any other available remedy.
If any Clause or part of a Clause of the Platform Terms shall be, or be found by any authority or Court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of the Platform Terms, all of which shall remain in full force and effect.
No failure or delay on our part to exercise any right, power or remedy under the Platform Terms shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver on our part of any breach by you of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.
Prevailing Language of Agreement & Notices
The Platform Terms is in English and if the Platform Terms is translated into and/or signed in any language other than English, the English language text shall prevail in the event of any discrepancy or inconsistency between the translation and the English language text.
Each notice, instrument, certificate or other communication to be given by one party to another pursuant to the Platform Terms or in connection with the Platform Terms shall be in English and in the event that such notice, instrument, certificate or other communication or the Platform Terms is translated into any other language, the English language text shall prevail in any and all events and circumstances.
Third Parties' Rights
Subject to Clause 31.2, a person who is not a Party to this Agreement shall not have or acquire any right to enforce any term of this Agreement (including, but not limited to, any right to enforce or have the benefit of any exclusion or limitation of liability contained in this Agreement) under the Contract (Right of Third Parties) Act (Cap. 53B) of Singapore.
The Administrator and Escrow Agent may enjoy the benefit or enforce the terms of the Platform Terms in accordance with the provisions of the Contract (Right of Third Parties) Act (Cap. 53B).
Governing Law and Submission to Jurisdiction
The validity, construction and performance of the Platform Terms shall be governed by and interpreted in accordance with the laws of Singapore, and you hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of Singapore.