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1337 Ventures

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Simple Agreement for Future Equity (SAFE)

Terms and Conditions

These Terms and Conditions set out the general terms governing your use of the Simple Agreement for Future Equity (“SAFE”) section of the website under the domain name https://1337.ventures/safes (“Website”) operated by 1337 Ventures Sdn Bhd (the “Company, “we”, “our” or “us”).

Please read these Terms and Conditions carefully before using the Website. By accessing this Website, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions and any other applicable laws and regulations. If you do not accept these Terms and Conditions, please refrain from using this Website.

We may, at our sole discretion, amend these Terms and Conditions from time to time. Any such amended Terms and Conditions will be uploaded on the Website, together with the effective date of the amendment. The amended Terms and Conditions will be binding on you when you next access the Website after the effective date of the amendment.

Personal Information
By using our Website, you accept our Privacy Notice and consent to the way in which we collect, hold and manage your personal information as provided in the Privacy Notice. The Privacy Notice can be found on the Website, and we agree to comply with the Privacy Notice.

We may disclose your personal information to credit reporting agencies and other third parties, our contractors or affiliates for the purposes of and in accordance with the requirements of the Anti-Money Laundering and Anti-Terrorism Financing Act 2001, Personal Data Protection Act 2010 and Guidelines on Implementation of Targeted Financial Sanctions Relating to Proliferation Financing for Capital Market Intermediaries any other relevant regulations.

You understand that any personal information about you which we disclose to a credit reporting agency and other third parties, our contractors or affiliates, may be held by them and used for any other lawful purpose.

Registration Process

  1. To join as an Investor under the Platform, you must do the following: accept all terms in the platform agreements e.g. Terms and Conditions, Privacy Policy, Custodian Agreement;
  2. complete the online self-declaration process as the applicable Investor accreditation, i.e., “Sophisticated Investor” or “Angel Investor” as defined by the Securities Commission. By accepting the Terms and Conditions, you warrant that such self declaration are truthful and genuinely apply to you. From time to time we have the rights to ask you to confirm such self-declaration; and
  3. satisfactorily complete any information required by us. By doing so, you will need to provide certain personal information about yourself for us to verify your eligibility;
  4. we reserve the right to request for further information which is relevant for the use and services of the Platform from you from time to time;
  5. notwithstanding the above, the decision whether to authorise you to act as an Investor under the Platform is entirely ours and the decision may be made by us for any reason or at no reason. We will not be liable to you for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs arising from our decision not to authorise or permit you to be an Investor of the Platform; and
  6. on becoming an Investor, you will be able to view the crowdfunding campaigns hosted on the Platform.
  7. To join as an Issuer under the Platform, you must do the following: accept all terms in the platform agreements e.g. Terms and Conditions, Privacy Policy;fill in the registration form provided by the Platform;
  8. accept a face-to-face meeting with our Platform’s staff and provide supporting documents and information based on the questionnaires provided eg application form and suitability form to allow us to assess your application eg suitability for the Issuer’s business to be hosted on our Platform; and
  9. if you are offered to host your crowdfunding campaign on our Platform, you agree to execute the Issuer Agreement with us to be hosted on the Platform.

Accuracy of Information
You confirm and warrant that all information submitted by you to us, whether via the Website or otherwise, is true, accurate and complete and is not misleading by omission or otherwise.

If you provide any information that is or becomes untrue, inaccurate or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, we reserve the right to suspend or terminate your account and prohibit all future access to the Website.

Account Details
You are personally responsible for maintaining the confidentiality of your password and other details in relation to your account at all times. You agree to accept responsibility for all activities that occur under your account and notify us immediately of any unauthorised use or any other breach of security in relation to your account. We reserve the right to take any action we deem appropriate upon receiving notification from you of any unauthorised use of your account or any other breach of security.

Third Party Links
From time to time, we may place links to websites controlled, owned or operated by third parties (“Third Party Links”) on the Website. These Third Party Websites are provided solely for your convenience and to enable investors to assess any better potential investment opportunities.

The inclusion of these Third Party Links on the Website does not constitute our endorsement of these Third Party Links. These Third Party Links are used at your own risk and we take no responsibility for their contents and availability.

Website Content, Copyright and Trademark
You acknowledge and agree that all rights to the Website and all the contents displayed on the Website, including but not limited to, our logo, domain names, documents, images, clips, graphics, data, design, source code, software, and other information (collectively referred to as “Website Content”) are our sole property or of the entities affiliated with us or parties with whom we have contracted.

You may not copy, reproduce, distribute, republish, display, transmit, sell, licence or use any of the Website Content for any commercial or public purposes without our prior written consent.

You are prohibited from creating a link to the Website in any other webpage without our prior written consent.

Any consent we may give in relation to or in connection with the Website Content or Website may be withdrawn at any time without prior notice.

Restricted Activities
Investors and Issuers registered with us will have access to a forum on our website whereby queries or comments may be posted. In respect of the use of the forum on the Website, the Website or any of our services, you must not:

  1. breach these Terms and Conditions, policies and/or any other agreements that you have entered into with us;
  2. post, email, transmit or otherwise publish any comments, materials or content that are offensive, discriminatory, unlawful, threatening, harassing, defamatory or libellous, false, inaccurate or misleading;
  3. act in a manner which is, or post, email, transmit or otherwise publish any content which violates any law, statute and/or regulation;
  4. provide false, inaccurate or misleading information;
  5. post, upload, email, transmit, publish or otherwise make public any unsolicited materials, advertising, promotional materials, chain letters, junk mail, spam, pyramid schemes, or any other form of commercial or non-commercial solicitation or bulk communications whether via email or posting of information on the Website;
  6. post, upload, email, transmit, publish or otherwise make public any private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, National Registration Identity Card numbers, passport numbers and credit card numbers; or
  7. post, upload, email, transmit or publish any content or links to content that, in our sole judgment, (a) violates the previous paragraphs, (b) is objectionable, (c) which restricts or inhibits any other person from using or enjoying the forum on the Website and/or the Website, or (d) which may expose us or its users to any harm or liability of any type,

We reserve the right to terminate your account and remove any content or information that you have posted on the Website and/or prohibit you from using or accessing the Website if we have reasonable ground to believe that you have been involved in any of the restricted activities provided above.

We reserve the right and absolute discretion to remove, screen or edit any content posted, stored or uploaded on the Website by you at any time and for any reason without any notice.

Investment
Investment by each Investor into an Issuer’s SAFE are strictly subject to the Company’s approval, which can be withheld at its sole discretion and informed to the Investor and Issuer in writing prior to completion of the SAFE Agreement.

Fee
If you are an Issuer, your fees payable are specified in the Issuer Agreement, Term Sheet, SAFE Agreement and Nominee Agreement.

If you are an Investor, you are required to pay us a fee of seven (7%) percent of the total amount raised through our Platform or as specified in the Issuer Agreement and Term Sheet. As an investor, you agree and acknowledges that any interest earned (if any), while being held on in a trust account prior to releasing to an Issuer or to be refunded to you (if applicable), shall belong to us. We will be solely responsible for any bank charges charged on us to the establishment and operation of the said trust account.

You shall bear any taxes (including sales and service tax), duties or levies to which the services fee is subject.

Limitation of Liability
To the extent permitted by law, the Company, its affiliates, officers and employees shall not be liable to you for any special, incidental or consequential loss or damage arising from your use of the Website or any information contained in it.

Indemnity
You agree to indemnify and hold harmless the Company, its affiliates, officers and employees from and against any and all claims, losses, expenses, demands or liabilities, including solicitors’ fees and costs that we have incurred in connection with any claim by a third party (including any intellectual property claim) arising out of or in connection with any comments, material or contents that you submit, post or transmit through the Website, or your use of the Website in violation of this Terms and Conditions or in violation of any applicable law. You agree to indemnify and hold harmless the Company, its affiliates, officers and employees from any claim arising from a third party’s use of the comments, materials or content of any kind that you post or submit on this Website.

Acknowledgement
You agree that you use the Website at your own risk. We do not provide any financial, investment, legal or tax advice or recommendations to potential investors wishing to use our Website. Investors should make their own assessments of any investment opportunity on our Website and should seek independent advice before committing to any investment.

Electronic Communication
You consent to receiving communication from us electronically and you agree to the Company use of electronic communication to enter into agreements and communicate with you in accordance with the Electronic Commerce Act 2006.

Governing Law
These Terms and Conditions shall be governed by, construed and enforced in accordance with the laws of Malaysia.


Updated as of 19 January 2024.