VERSION 1 21 JUNE 2022

These terms and conditions (“Terms”) define the contractual relationship between Millionaireasia Pte Ltd (the “MA”, Company) and Customers (the Seller or the Buyer). All persons enter into a contractual relationship with MA shall be deemed to have read and accepted the Terms. The Terms may be amended by the MA from time to time without prior notice. The amended Terms shall be effective as soon as it is published on the MA’s website. Please review these Terms periodically as your continued engagement with MA is deemed acceptance of any revised Terms in force at the time.

1. Sales of Services / Products

1.1 MA shall provide the Platform for Millionaireasia Club-Full Members (the Seller) to post their offers (minimum value of $10,000) and act as an intermediary to provide the identity of the potential buyer (who must be a Member of MA) to the Full Member. Thereafter, the Full Member shall contact the potential Buyer directly.

1.2 When the potential Buyer “click” request for more information, the Buyer must sign up as MA Affiliate Member (FoMo Membership is free for the Year 2022) or Full Member (if he/she is not). The potential Buyer is deemed to agree to provide his/her contact details to our Full Member to get contact with him/her.

1.3 This is a FREE service for Full Members to market their products or services to our Members. MA does not collect any fees for successful transactions. However, MA reserves the rights to vary this term, as and when necessary, to impose a fee for completed transaction(s).

1.4 MA does not warrant the accuracy or authenticity of any Products or Services posted on the platform (emptor caveator) by the Full Member.

1.5 Agents and Intermediaries for products and services are NOT welcomed to use this platform. The Full Member would only deal with the direct potential Buyer (who is our Member), without the need to pay for any fees.

1.6 MA shall provide the Services in accordance with the terms and conditions in a professional and diligent manner consistent with industry standards and good business practice.

1.7 MA shall comply with all applicable laws in its performance of the Services.

2. Status and liability

2.1 MA will be an independent platform and nothing in this Agreement shall render it an agent or partner of the Full Member or the Customer and it shall not hold itself out as such.

2.2 Neither Party shall be in breach of this Agreement not liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

3. Notice

3.1 For the purpose of this Clause 3, “Business Day” is defined as a day (other than a Saturday, Sunday or public holiday) when banks in Singapore are open for business and “Working Hours” is defined as the hours between 9:00am and 5:00pm, Singapore time.

3.2 Any notice to be given by one Party to the other Party in connection with this Agreement shall be in writing in English and signed by or on behalf of the Party giving it. It shall be delivered by hand, email, registered post or courier using an internationally recognised courier company.

3.3 A notice shall be effective upon receipt and shall be deemed to have been received: (i) at the time of delivery, if delivered by hand, registered post or courier or (ii) at the time of transmission if delivered by email. Where delivery occurs outside Working Hours, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day.

3.4 The provisions of this Clause 3 shall not apply to the service of any proceedings or other documents in any legal action.

4. Confidentiality and announcement

4.1 Each Party shall:

Hold Confidential Information in confidence in exercising or performing that Party’s rights and obligations under this Agreement.

4.2 Clause 4 shall not apply to Confidential Information to the extent that:

(a) the Confidential Information is required to be disclosed by law or governmental or regulatory authority. If the receiving party believes that this clause 4 applies, it shall, as far as it is practicable and lawful to do so (and except in connection with disclosure to a tax authority having competent jurisdiction over the receiving party):

(i) first consult the disclosing party to give the disclosing party an opportunity to contest the disclosure; and

(ii) take into account the disclosing party’s reasonable requirements about the proposed form, timing, nature and extent of the disclosure;

(b) the Confidential Information was already in the public domain when it was first made available to/received by the receiving party;

(c) the Confidential Information subsequently enters the public domain, other than through breach of Clause 4.2;

(d) written records show that, when the Confidential Information was first made available to the receiving party, it was already in the lawful possession of the third party;

(e) the Confidential Information is developed by or for the receiving party at any time independently of the information disclosed to it by the disclosing party by persons who have had no access to or knowledge of the said information.

5. Variation

5.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of all of the Parties to it.

5.2 If this Agreement is varied:

(a) the variation shall not constitute a general waiver of any provisions of this Agreement;

(b) the variation shall not affect any rights, obligations or liabilities under this Agreement that have already accrued up to the date of variation; and

(c) the rights and obligations of the Parties under this Agreement shall remain in force, except as, and only to the extent that, they are varied.

6. Waiver

6.1 No failure to exercise, or delay in exercising, any right under this Agreement or provided by law shall affect that right or operate as a waiver of the right. The single or partial exercise of any right under this Agreement or provided by law shall not preclude any further exercise of it.

6.2 The rights and remedies of each Party under this Agreement shall not be affected, and each Party’s liability under this Agreement shall not, subject to compliance with the notice requirements in Clause 3 (Notices) of this Agreement, be released, discharged or impaired by the expiry of any limitation period prescribed by law.

7. No third-party enforcement

A person who is not party to this Agreement [or any other document referred to in this Agreement] shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore to enforce any of its terms.

8. Limitation of liability

8.1 All descriptions of any services or product provided to you are given by the Member posting on the platform. The MA shall not be liable for any inaccurate or misleading descriptions.

8.2 In no event shall the MA be liable for any special, indirect, incidental or consequential damages, loss of revenue or profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods; or, loss of contract, or loss of use or, loss of corruption of data or information whether direct or indirect or loss of property or (to the extent permitted by the law) personal injury or death, arising under or in connection with the membership.

8.3 In no event shall the MA’s aggregate liability to the Full Members or potential Customer, in respect of all other losses arising under or in connection with the Service / Products, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total value of the Service fee collected. In this case, MA does not collect a fee from any party.

8.4 The MA may assign or deal with these Terms in favour of any of its subsidiaries, subcontractors or appointed agents to carry out any of its obligations herein. The MA shall not be responsible to you for any delay in performance or non-performance of these parties.

8.5 Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

8.6 This Clause 8 shall survive termination of these Terms.

9. Entire agreement

9.1 This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter. The Parties have not relied on any statement, representation, warranty, or agreement of the other Party or of any other person on such Party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement.

9.2 Nothing in this Clause 9 shall limit any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.

9.3 Each Party agrees to the terms of this Clause 9 on its own behalf.

10. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

11. Governing law

This Agreement and any non contractual obligations arising out of, or in connection with it, shall be governed by, and interpreted in accordance with Singapore law.

12. Mediation

All disputes, controversies or differences arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be first referred to mediation in Singapore in accordance with the Mediation Rules of the Singapore International Mediation Centre for the time being in force.

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