Terms Of Usage
WOWS Global Pte. Ltd., having its registered office at 68 Circular Road #02-01,049422, Singapore (“WOWS”, us, we, etc.) publish and operate a software platform, marketplace, and service (together, the “Platform”), to facilitate interactions between new private businesses. The Platform is available on the website wowsglobal.com (the “Site”).
If you use the Services as an approved proxy for another person (e.g. your work supervisor or a client) and/or on behalf of one or more business entities you or they own, manage, or advise (such as funds or holding companies), then you agree to these Terms on your own behalf and on behalf of those individuals and entities (to which references to “you” also apply), and may only use the Services if you have the authority from each such individual and entity to do so. If you setup multiple accounts, or multiple entity listings within an account, you are making a separate agreement between each of them and WOWS.
It is your responsibility to review these Terms periodically for updates / changes. We will notify you of any material updates / changes from time to time. Your continued use of the Platform following the posting of changes will mean that you accept and agree to the revisions. As long as you comply with these Terms, We grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Platform.
- Description of Transactions
1.1. WOWS provides a platform through which businesses and registered users can interact with each other for the purposes of evaluating a potential business relationship. We enable users of the platform to register as Investors who contemplate gaining investment exposure to private market securities and Shareholders who own Shares, either directly or by virtue of holding instruments relating to shares such as options, futures contracts, or interests in holding companies that own Shares. Through this Platform, we also provide other features and services related to ESOP and cap table management software for companies, its shareholders and employees.
1.2. All who access our Site, user our Services, and/or agree to these Terms are considered “Members”. WOWS may further establish, including without limitation “know your customer”, anti-money laundering, and other diligence checks, and self-certification of accredited investor or qualified purchaser status.
- Securities Products
2.1. Any securities mentioned on the Site or as part of the Services are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of the investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless and until registered with the SGX-ST, if at all. Securities will be subject to restrictions on resale and transfer, including holding period requirements. Investing in private placements requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments. Investors must be able to afford to lose their entire investment. Investment opportunities on the Platform are not SDIC insured, may lose value, and not guaranteed by any bank or institution.
2.2. Any securities mentioned have not been registered under the Futures and Securities Act of Singapore. WOWS does not represent that any governmental agency has necessarily reviewed the Site, or has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any Transaction. Further, companies whose Shares are described on the Site or as part of the Services may not have approved and may not know about the Site, Services, and various Transactions.
2.3. The exemptions relied upon for the Transactions are significantly dependent upon the accuracy of representations made by Investors and Shareholders, and potentially the issuers of the applicable securities, each as may be reflected in applicable Transaction Documents. In the event that any such representations prove to be untrue, the registration exemptions might not be available and substantial liability could result. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SGX-ST. WE STRONGLY ADVISE ALL PERSONS AND ENTITIES WHO ELECT TO PARTICIPATE IN TRANSACTIONS TO CONSULT LEGAL, TAX, AND FINANCIAL PROFESSIONALS BEFOREHAND, CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY TRANSACTION MATERIALS AND REQUEST ANY ADDITIONAL INFORMATION.
- Relationships Among Parties
3.1. These Terms are an agreement between you and WOWS Global Pte. Ltd, the software developer / publisher that created and operates the Site and Services. WOWS GLOBAL PTE. LTD. IS NOT A REGISTERED BROKER-DEALER, FUNDING PORTAL, INVESTMENT ADVISER, OR INVESTMENT MANAGER, AND DOES NOT OFFER INVESTMENT ADVICE OR ADVISE ON THE RAISING OF CAPITAL THROUGH SECURITIES OFFERINGS, NOR DOES IT SOLICIT, BROKER, CLOSE, OR OTHERWISE PARTICIPATE IN ANY TRANSACTIONS. WOWS DOES NOT RECOMMEND OR OTHERWISE SUGGEST THAT ANY PERSON OR ENTITY PARTICIPATE IN ANY TRANSACTION, WHICH SUCH PARTICIPATION SHALL BE ENTIRELY AT EACH SUCH PARTICIPANT’S OWN RISK.
- Representations and warranties by you
4.1. You, the individual user of the Site or Services, expressly represent, warrant, and agree to the following:
- You are at least 18 years old, are of the age of majority in the jurisdiction in which you live or are otherwise able to enter contracts as an adult, and have the right, authority, and capacity to agree to these Terms, on your own behalf and on behalf of your organization or entity if any.
- You are using the Site and Services on your own behalf or that of your organization or entity, not as an agent, designee, or representative of another party — if you are a designee of another individual, please contact email for further instructions.
- You are using your real name and personal identity, and the real name and identity of any organization or entity, and not impersonating another person, a fictitious person, or an avatar.
- All of the information, forms, documents, or other material you submit are true and accurate to the best of your knowledge.
- If you have applied to be an Authorized Member, you, your organization, or entity as applicable are a bona fide Shareholder or prospective Investor interested in considering potential Transactions and are not (among other things) a broker or finder who is gathering information in order to seek clients or broker trades.
- You shall cooperate in good faith with fellow Site members to honour and give effect to the terms of any contract entered into between you and such persons, whether or not executed through the Platform.
- Covenants by you
5.1. You agree not to do any of the following, either directly by interacting with the Site and Services, or by direct communication with WOWS personnel:
- Do things that cause any of the representations and warranties above to be untrue, inaccurate, or misleading, or continue to use the Site or Services upon learning that any of them are untrue, inaccurate, or misleading.
- Place any bids or asks, or expressions of interest, unless you are an Investor or Shareholder doing so to consider potential Transactions on your own behalf (and not on behalf of potential or actual clients).
- Misrepresent, or provide any information (or by failing to fully disclose any relevant information create an implication) (i) that you know or should know to be inaccurate, incomplete, false, or misleading, concerning yourself, your financial information, your status as an accredited investor or qualified purchaser (if applicable) or ownership and transferability of Shares (if applicable), your intentions, or your desire to enter Transactions, or (ii) in an attempt to manipulate market prices or participants (including WOWS) rather than to consider potential Transactions.
- Create Site Accounts under false or assumed identities, impersonate a person other than yourself, or create multiple or “sockpuppet” Site Accounts.
- Provide or link to fake identities, or accounts that are not your own, on other services such as AngelList, LinkedIn, a financial institution, or an online brokerage or stock and option management service.
- Attempt to gain or solicit access to secured or private portions of the Site or Services, other than those that you are permitted to use.
- Allow others to use or access your Site Account, create accounts to be used by or on behalf of multiple persons, or otherwise allow unauthorized use of your Site Account.
- Create new Site Accounts after your Site Account has been blocked, suspended, disabled, or terminated.
- Modify, republish, sublicense, or create derivative works based upon any content you receive from the Site or as part of the Services, except for content that is explicitly designated in writing by WOWS as licensed for republication.
- Use a bot, custom application, automated tool, or means other than a commercial web browser to access the Site.
- Gather, scrape, spider, compile, create a database of, or otherwise harvest any information from the Site or Services, by manual or automated means, except for contemplating and entering Transactions.
- Use any robot, spider, scraper, or other automated means not provided by WOWS to retrieve, index, download, or store any portion of the Site or Services.
- Attempt to gain, or solicit, access to secured or private portions of the Site or Services, or access any other person’s Site Account or information, except as permitted by WOWS.
- Upload or transmit any form of virus, worm, Trojan Horse, code injection, phishing attempt, or other malicious information or code.
- Include any meta tags, hidden code, or other hidden text in connection with any content you upload to the Site or Services.
- Interfere with proper functioning of the Site and Services.
- To the extent you communicate with WOWS personnel or others in the WOWS community, engage in any vulgar, bullying, pornographic, offensive, threatening, libellous or defamatory, illegal, or otherwise inappropriate behaviour, including by means of oral or written communications, images, or files.
- Disable or impair the operation or appearance of the Site, employing tactics such as a denial-of-service attack.
- Use the Services in a way that violates the securities laws and regulations in Singapore, or in the jurisdiction in which you are operating, or that violates any judgments, agreements, or obligations to which you are bound, or that knowingly causes other Members to do so.
- Upload any information that is confidential, proprietary, or owned by a third party, unless you notify us as such. Please note that information that is otherwise confidential between you and your employer or company may be covered by an exception (by contract, statute, or otherwise) for purposes of your considering possible transactions involving a company’s securities. Even if you are entitled to disclose these confidences to us for purposes of the Transaction, you must inform us of their confidential nature so that we know whether or not we may use them without breaching any confidentiality obligation you may owe your company.
- Indicate to WOWS that you are a Shareholder or Investor, or otherwise use any portion of the Site or Services reserved for Shareholders or Investors, without explicit written authorization from WOWS, or for purposes of study, research, review, testing, investigation, reportage, analysis, competitive intelligence, or any purpose other than to consider (in good faith) and consummate Transactions.
- Post or supply any Content (as described in these Terms below) that constitutes defamation, copyright or trademark infringement, a legal violation, that is objectionable, obscene, inflammatory, fraudulent, harassing, invasive of the privacy or confidences of others, that interferes with the use and enjoyment of the Site by others, that is promotional or a form of solicitation other than the bids and asks that may be facilitated by the site.
- Intellectual Property, Proprietary Information, and Ownership
6.1. We reserve all rights that are not expressly granted to you by these Terms. As between you and WOWS, WOWS alone shall own all rights, title, and interest, including all related intellectual property rights in and to the following (collectively, WOWS’ “Content”):
- Any information offered about companies that issued Shares described on the Site or Services (other than information you provide), including their capitalization, valuation, and history.
- Any bids and asks, or information concerning completed or proposed Transactions (including Transactions in which you are participating).
- All documents, contracts, forms, and copyrightable text and images appearing on the Site or Services, other than any that you have uploaded.
- Any communications among you, WOWS, other Members, and if present, Brokers, Funds, Servicers, each in respect of the Services.
- Any text, images, graphics, videos, audio files, charts, tables, software, scripts, photos, interactive features, copyrighted materials, trademarks, service marks, icons and logos: (i) that are part of the Site or Services, or (ii) displayed or provided to you on the Site or as part of the services.
6.2. All of the Content is subject variously to copyright, trade secret, confidentiality, and other rights under Singapore and foreign laws. Except as provided in these Terms, no part of WOWS’ Content, and none of WOWS’ proprietary rights therein, are licensed to you for any purpose. No part of WOWS’ Content may be reproduced, recorded, retransmitted, sublicensed, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated, or transmitted in any way to any other computer, websites or other medium or for any commercial purpose, except as provided in these Terms, without WOWS’ prior express written consent.
6.3. Any information, data, passwords, usernames, PINs, other log-in information, contracts, documents, materials or other content (collectively, “User Content”) you provide in connection with the Services, you give WOWS a limited license, free of any charge, to use such information for purposes of providing the Service, research, study, updating and building its repository of information about companies and shareholders, including any incidental distribution, sublicense, or creation of derivative works in connection therewith. If you are under any agreement or duty with your entity or organization to restrict access to your User Content, it is important that you carefully avoid disclosing information to us that you are not entitled to disclose, and in the case of information that we must keep confidential, that you notify us so that we may take appropriate steps to do so.
6.4. WOWS shall have no obligation to monitor or enforce any intellectual property rights that may be associated with the content provided by you on the Platform. If you believe any content on the Site infringes your intellectual property rights, you may contact email and provide details regarding such infringement.
- Termination of your Membership will not affect any obligation already made on the Platform, or any funds owed between you and any other party.
- These Terms remain enforceable against you in connection with any breach. WOWS reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.
8.1. By entering into these Terms and using the services, you agree that you shall defend, indemnify and hold WOWS, its licensees and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with your violation or breach of any part of these Terms or any applicable law or regulation, whether or not referenced herein. This indemnification obligation will survive the termination of these Terms.
- Disclaimer of warranties and limitations on liability
9.1. All WOWS Content is provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Wow disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability, or fitness for a particular purpose. WOWS does not warrant that the functions provided on the Site or Services will be uninterrupted or error-free, that defects will be corrected, that WOWS will retain all of your Account content and data in full integrity or keep readily available all user content and data, or that the Site or the means that makes it available to you are free of viruses or other harmful components.
9.2. All of the WOWS Content that concerns companies and investments that is on the Site, or that exchanged by WOWS as part of the Services, is either: (i) publicly available, (ii) information obtained from third party sources without endorsement, analysis, or approval by WOWS, or (iii) information supplied by yourself and other Members. WOWS does not provide, and disclaims any obligation to provide, any insight, advice, analysis, industry research, pricing information, verification, or help of any kind other than with respect to site functionality. Any charts, data, and other information WOWS may provide regarding company news and insights, company valuations, funding events, and share prices are for informational purposes only and are not an endorsement or representation with respect to any company or the actual price or value of any of its securities.
9.3. WOWS is not responsible for any links or referrals to third-party sites. THESE TERMS BIND WOWS ONLY WITH RESPECT TO YOUR USE OF THE SITE AND SERVICES, NOT THE SITES AND SERVICES OF ANY THIRD PARTIES. Further, any promotions, advertising, or other content and services that are distinct from or in a distinct part of the Site may by their own terms be subject to terms of service and privacy policies that are limited to that particular content or services.
9.4. WOWS does not warrant or make any representations regarding the use or the results of the use of any such third-party content, or for correctness, accuracy, reliability, or otherwise. We do not endorse any of the investment opportunities that may be presented, or recommend whether you should participate in any potential Transactions.
9.5. Under no circumstances, including, but not limited to negligence, shall WOWS be liable for any special, indirect, incidental, or consequential damages that result from the use of or the inability to use the Content on the Site or the Services. In no event shall WOWS’ total liability to you for all damages, losses, and causes of action whether in contract or tort exceed the amount paid by you, if any, for accessing the Site and using the Services.
- Dispute Resolution
10.1. For any dispute that you have with WOWS, you agree to first contact us at email and attempt to resolve the dispute with us. If we are not able to resolve the dispute with you, we each agree to resolve any and all claims arising from use of the Site by binding arbitration. You understand that by requiring arbitration, neither party will have the right to sue in court or have a jury trial.
10.2. The Terms shall be governed by Singapore law and subject to the exclusive jurisdiction of the state and courts located in Singapore, without regard to the choice or conflicts of law provisions of any jurisdiction. WOWS makes no representation that the content contained on the Platform is appropriate or to be used or accessed outside of Singapore.
10.3. Arbitration will take place in Singapore, and will be conducted under the Commercial Arbitration Rules of the Singapore International Arbitration Centre The parties shall maintain the confidential nature of the arbitration proceeding and of any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
10.4. Except as otherwise provided in the Terms, you and WOWS may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
10.5. You and WOWS agree that any arbitration will be limited to the dispute between WOWS and you. You acknowledge and agree that you and WOWS are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and WOWS otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.
10.6. Each party retains the right to bring an individual action in small claims court with respect to matters within the jurisdiction thereof, or to seek injunctive or other equitable relief on an individual basis in a Singapore court, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
10.7. The foregoing venue, choice of law, and jurisdiction provisions shall not apply to any matters that are subject to separate agreements between you and WOWS or its affiliates (including without limitation, nondisclosure agreements, and other transaction documents).
- Electronic Signature and Communication Consent
11.1. Unless otherwise arranged, we will provide and receive certain communications in connection with the Services, exclusively in electronic form. These communications include, but are not limited to, (1) agreements and policies required to use the Services, (2) Transaction Documents, (3) disclosures, notices, elections, waivers, and consents (4) payment authorizations and transaction receipts or confirmations, (5) account statements and history, and (6) and all federal and state tax statements and documents. We may also use electronic signatures and obtain them from you.
11.2. Your agreement to these Terms confirms your ability and consent to receive communications electronically from WOWS, rather than in paper form, and to the use of electronic signatures in our relationship with you. If you choose to opt out or withdraw your consent, please make arrangements by contacting WOWS through email or call WOWS client services. Should you withdraw or withhold consent, it may take us a reasonable period to process your request, after which we may not be able to continue offering access to some or all of the Services. To ensure that our communications reach you, please make sure your contact information, including among other things your email address and phone number, remain current.
12.1. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be construed consistent with applicable law and the remaining provisions shall be enforced to the fullest extent under law. The failure of WOWS to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by WOWS is in writing.
- Other provisions
13.2. You may not assign these Terms, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. All of the rights and obligations of WOWS under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Our rights under these Terms will survive any termination of these terms.
13.3. Headings are for convenience only and are not part of the agreement between the parties.
If you have any questions regarding these Terms, please contact us at firstname.lastname@example.org .