This Agreement sets out the terms and relationship between ALTA MY and you. Please read this Agreement carefully. You should also keep a print or electronic copy of this Agreement for your future reference. By signing up as an Investor on the Platform and by continuing to have an Investor account on the Platform, you acknowledge that you have read, understand, and agree to this Investor Agreement. Due to your acceptance of this Agreement, this Agreement shall be effective and binding upon you as an Investor.

AMLA means the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001;
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Business Days means the days on which banks are opened for business in Kuala Lumpur Malaysia and excludes any public holidays, Saturdays and Sundays;
CMSA means the Malaysian Capital Markets Services Act 2007;
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Definitive Agreements refer to the following documents:
a)    Subscription agreement in respect of the investment into the Issuer;
b)     LLP agreement between the Issuer, the LLP and the Investors; and
c)    any other agreements as may be required to give effect to the transaction.
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Disclosure Statement means the disclosure statement to users as published on the Website as may be updated from time to time;
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Foreign Investors means investors who are not resident in Malaysia;
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Issuer means the Member who uses the Platform to seek capital via an Offer;
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Member means an eligible and existing user of the Platform whose membership has been approved by ALTA MY and has not been terminated or suspended under this Agreement;
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Offer means any invitation to make bids for shares in an Issuer to potential investors through the Platform;

Platform means the equity crowdfunding platform operated by ALTA MY, which includes the Website;

Privacy Policy means the privacy policy available on the Website as may be updated from time to time;
Services mean the services offered by ALTA MY which is accessible via the Website;

SC means the Securities Commission Malaysia;
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SC Guidelines means the Guidelines on Recognized Markets issued by the SC and as amended from time to time;

Terms of Use means the terms of use of the Website and Services,  available on the Website as may be updated from time to time;

Trust Account means the trust account held by the Trustee in accordance with the terms and conditions of the Trust Deed;

Trustee means a licensed trustee as appointed by ALTA MY;

Trust Deed means the trust deed entered into between ALTA MY and the Trustee;

Warning Statement means the Risk Warnings and Disclosure Statement on the Platform as may be updated from time to time;

Website means the website currently hosted at the domain alta.exchange/my and all pages at sub-domains thereof and may, from time to time hereafter, include pages hosted at other domains and identified by us.

Website Agreements refer collectively to the following:
a)    Terms of Use
b)    Privacy Policy
c)    Warning Statement

In this Agreement, unless the context otherwise requires:
a)    subject to the above, expressions used in this Agreement shall, where the context permits, have the same meaning as in the CMSA and the SC Guidelines;
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b)    unless the context requires otherwise, words in the singular include the plural and vice versa, and use of the masculine includes the feminine and neuter and vice-versa;
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c)    the word "including" or "includes" is not exclusive, so it should be read as if followed by the words "without limitation";
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d)    references to a specific clause mean a clause of this Agreement unless otherwise stated;
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e)    any use of the terms "you must", "you shall", "you may only", "you may not" or similar terms mean that, in accepting this Agreement, you expressly agree to be bound by whatever action or commitment such terms reference; and
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f)     references to times of day are to Kuala Lumpur time and references to a day are to a period of twenty-four (24) hours running from midnight on the previous day.

3.1          Status
This Agreement is a binding contract between you and us, and it sets out your and our rights and obligations with respect to your membership on this Platform and your use of the Platform as an Investor. By your continuing use of the Platform, you confirm that you are accepting this Agreement and that you agree to adhere to, and be bound by, all of its terms.

3.2          Relationship with Other Agreements
The terms of this Agreement are not exhaustive and are subject to other sources of information relating to these processes which can be found in other documents on the Platform. In particular, by using the Platform, you shall be deemed to have agreed to the Website Agreements. For the avoidance of doubt, the terms of this Agreement prevail over the terms of any agreement to which you agreed before this Agreement (including Website Agreements as updated from time to time).

3.3          Amendments
We may choose to amend this Agreement from time to time. If we choose to amend the Agreement in a manner that affects any of your substantive rights, we will promptly notify you of such amendments. Such notification may occur by email, by notice to you when you log onto the Platform, or by other means. If we provide such notice and you do not object by the means given in the notice prior to the amendments taking effect, you shall be deemed to have agreed to the amendments. If you object to an amendment, such amendment will not be effective with respect to you. However, please note that your rejection shall be deemed to constitute your notice of termination of your membership in accordance with Clause 11.1 (Termination by You).

3.4          Purpose
This Agreement is to meet legal obligations imposed on us through legislation and under the terms and conditions of our equity crowdfunding registration with the SC. These obligations include informing you of the various processes in relation to your investment through the Platform.

4.1          Investor Category
In accordance with requirements imposed by the SC, the following three (3) categories of Investors are allowed to participate and bid for the Offers:

A. Accredited investors
‍1. A unit trust scheme, private retirement scheme or prescribed investment scheme. 2. Bank Negara. 3. A licensed person or a registered person. 4. An exchange holding company, a stock exchange, a derivatives exchange, an approved clearing house, a central depository or a recognized market operator. 5. A corporation that is licensed, registered or approved to carry on any regulated activity or capital market services by an authority in Labuan or outside Malaysia which exercises functions corresponding to the functions of the Commission. 6. A bank licensee or an insurance licensee as defined under the Labuan Financial Services and Securities Act 2010 [Act 704]. 7. An Islamic bank licensee or a takaful licensee as defined under the Labuan Islamic Financial Services and Securities Act 2010 [Act 705]. 8. A chief executive officer or a director of any person referred to in paragraphs 3, 4, 5, 6 and 7. 9. A closed-end fund approved by the Commission.

B. High-net worth entities
10. A company that is registered as a trust company under the Trust Companies Act 1949 and has assets under its management exceeding ten million ringgit or its equivalent in foreign currencies. 11. A corporation that— (a) is a public company under the Companies Act 2016 which is approved by the Commission to be a trustee under the Act and has assets under its management, exceeding ten million ringgit or its equivalent in foreign currencies; or (b) is carrying on the regulated activity of fund management solely for the benefit of its related corporations and has assets under its management exceeding ten million ringgit or its equivalent in foreign currencies. 12. A corporation with total net assets exceeding ten million ringgit or its equivalent in foreign currencies based on the last audited accounts. 13. A partnership with total net assets exceeding ten million ringgit or its equivalent in foreign currencies. 14. A statutory body established under any laws unless otherwise determined by the Commission. 15. A pension fund approved by the Director General of Inland Revenue under the Income Tax Act 1967.

C. High-net worth individuals
‍16. An individual— (a) whose total net personal assets, or total net joint assets with his or her spouse, exceeding three million ringgit or its equivalent in foreign currencies, excluding the value of the individual’s primary residence; (b) who has a gross annual income exceeding three hundred thousand ringgit or its equivalent in foreign currencies in the preceding twelve months; (c) who jointly with his or her spouse, has a gross annual income exceeding four hundred thousand ringgit or its equivalent in foreign currencies in the preceding twelve months; or (d) whose total net personal investment portfolio or total net joint investment portfolio with his or her spouse, in any capital market products exceeding one million ringgit or its equivalent in foreign currencies.

‍4.2          Registration Process
‍In order to join as an Investor under the Platform, you must:
- accept all terms and conditions in the Website Agreements;

- complete the online self-declaration process for the applicable Investor tier; i.e., “Sophisticated Investor”, “Angel Investor”, or “Retail Investor” as described in the table above. By self-declaring, you warrant that such self-declaration is true and genuinely applies to you. From time to time we have the right to ask you for further information to confirm such self-declaration;

- satisfactorily complete any additional checks we may require of you. To this end, you may need to provide additional information about yourself for us to verify your eligibility. We reserve the right to request for further information from you from time to time; and

- represent and warrant that you have not been and are not engaged, directly or indirectly, in any transaction that involves proceeds of any unlawful activity* and always in compliance with anti-money laundering rules and regulations in Malaysia (including AMLA) and undertake that you will take all steps necessary to ensure the foregoing remains true and accurate for the term of this Agreement.
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* Section 4.(1) AMLA: Any person who— (a) engages, directly or indirectly, in a transaction that involves proceeds of an unlawful activity or instrumentalities of an offence; (b) acquires, receives, possesses, disguises, transfers, converts, exchanges, carries, disposes of or uses proceeds of an unlawful activity or instrumentalities of an offence; (c) removes from or brings into Malaysia, proceeds of an unlawful activity or instrumentalities of an offence; or (d) conceals, disguises or impedes the establishment of the true nature, origin, location, movement, disposition, title of, rights with respect to, or ownership of, proceeds of an unlawful activity or instrumentalities of an offence…

Upon successful registration, we are permitting you to view Offers on the Platform. You will be able to view the majority of the Offers on the Platform. However, some Offers may be reserved for specific or restricted group of investors at our discretion. In viewing these Offers and making use of our Services, Clause 7.4 (No Recommendation, No Reliance on Other Information) and Clause 17.1 (Your Liability to Us) shall be applicable.

4.3          Foreign Investor
Investors that are not ordinarily resident in Malaysia (“Foreign Investors”) may still be eligible to invest through the Platform. However, Foreign Investors are themselves wholly responsible for complying with all laws in their country of residence or other country from which they access or attempt to access the Platform. ALTA MY accepts no responsibility for any breach of such laws. In particular, most overseas countries have securities laws that regulate the offering of financial products (including equity securities) to the public, and no Offer is made through the Platform or may be accepted by any Foreign Investor if to do so would constitute a breach of any such law or trigger any filing, registration, authorization, or approval requirement.

4.4          Obligation of Investor
All Investors, by accessing the Website (whether from within or outside Malaysia or resident within or outside Malaysia), shall be deemed to represent to ALTA MY and its directors, on each occasion the Website is accessed or any moneys are invested, that they are doing so in compliance with all applicable laws, and that all information provided is accurate, complete, and up-to-date, and that they accept that they shall liable in damages accordingly for any costs or losses suffered by ALTA MY or any of its directors as a result of any such non-compliance or alleged non-compliance.

4.5          Change of Information
You agree to notify us, in writing, should any of the details which you have provided to us have changed. This is particularly important for any change in status of Investor tier, change in email or residency address, as your email is the principal medium of communication between ALTA MY and you, as well as any change in your bank details or residency status. 

5.1          Registration
‍Upon signing up, you will become an Investor under the Platform. You will remain an Investor until and unless your membership is terminated in accordance with Clause 12 (Terminations of Platform Access and Agreement).In becoming an Investor, you confirm that we have not solicited your membership or your investment, and that you have visited this Platform of your own volition.

‍5.2          No Advice
‍We do not provide any advice with respect to any aspect of transactions conducted through the Platform, other than advice on the technical use of the Platform. This means, among other things, that we cannot give you any legal, tax, financial, or other advice in connection with your membership or any investments you make through the Platform, and nothing on the Platform or in any communications we send to you is intended to constitute advice. If you need or want advice, you should consult an independent professional financial, legal, tax, or other adviser before making any investment decisions.

‍5.3          Location of Activities
‍You agree that all of the activities that we conduct with you take place within Malaysia regardless of where you may be physically located at the time you use the Platform or otherwise engage with us. This means that you agree that your interactions with us are governed only by and subject only to the laws of Malaysia, and not by the laws of any other country in which you may be physically present or resident at any given time. Any redress you may seek from us in any circumstances must be sought under Malaysia law.Without prejudice to the foregoing, you acknowledge that additional laws and regulations may apply to your access to and use of the Platform depending on the jurisdiction you are based in and further agree to comply fully with the same.

6.1          Platform as Primary Means of Communication
Your interactions with us will mostly take place through the Platform. We may at times interact with you via email, telephone, or in person, but in general you should expect that you will not be able to communicate with us via any means other than the Platform. By signing up, you agree that the Platform isthe primary means of communication.

6.2          Interactions with Other Members
You are solely responsible for your interactions with other Members through the Platform or through any other means. We reserve the right, but are not obliged, to monitor actions and disputes between you and other Members.

6.3          Enquiries and Complaints
Should you have any enquiries or wish to lodge any complaint, please contact cs@alta.exchange. All enquiries and complaints will be handled by our Client Success team.

7.1          Offers
In the event you become an Investor, you will be able to view the Issuers available for investment upon logging on to the Platform. You will initially see a summary of information about the Issuers that are currently seeking capital hosted through the Platform (referred herein as ”Deal Table").

You can click through any Deal Table to see additional information about the Issuer (“Deal Page”). The Deal Page contains additional information about the relevant Issuer. All Offers (including the Deal Table and Deal Page) on the Platform are created by the Platform based on information and disclosures provided by the relevant Issuer.

7.2          Investment Limits
Limits on the amount you may invest in Issuers may apply depending on your Investor category. Please see Clause 4.1.
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7.3          Term Sheet & Disclosure Document
While we review the term sheet, disclosure document and other documents which an Issuer may lodge with us about their Offer for accuracy before making them accessible to Investors on our Platform, these documents remain the Issuer’s documents and the Issuer remains solely liable for the Offer and the contents of these documents which may be placed on our Platform. These documents shall be made available on the Issuer’s Deal Page.

7.4          No Recommendation, No Reliance on Other Information
Our review of each Offer (including the review process described in Clause 7.3) and posting of the same on the Platform does not mean that we (a) recommend you to invest in the Issuer; (b) believe that an Offer by an Issuer is likely to be successfully concluded, or (c) endorse the Offer in any way.

We are not responsible, and will not be liable to you, if the fundraising campaign of any Issuer you invest into is unsuccessful. The investment decision with respect to any investment through the Platform is yours and yours alone. Apart from what is contained in the Offer, we have not reviewed or approved any other information about the Issuer, including any information on websites that are linked to from the Offer (such as, without limitation, the website for the Issuer or the social media pages of the Issuer itself).

7.5 Confidentiality and Appropriate Use of Information About Offers
Offers are presented on the Platform in confidence. You shall not use information about any Offer on the Platform in any unlawful manner; to compete with or otherwise impede the success of the relevant Issuer; or to solicit any employee, customer, or supplier of any Issuer. We reserve the right to take such actions against you as we see fit if you do so.
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7.6          Structure
The SC requires each Issuer to be a private limited company, limited liability partnership or a venture capital company. Given this, and the fact that several Investors may invest in the same Issuer, investments in Issuers may be structured as:
direct shareholding in the Issuer;
shareholding in an investment holding company/vehicle/entity which in turn holds shares/interests in the Issuer; or
indirect shareholdings/ownership interests through any other nominee or trust structure, which will be decided upon by the Issuer as being appropriate in the circumstances.

7.7          Making Investments
After reviewing an Offer, you may choose to make an investment in the Issuer by clicking on the appropriate button. You will be asked to indicate how much you will invest.

Before you may transfer any funds, you must pass our compliance checks (including ‘know-your-client’ checks). Once we are satisfied, we will update you. You shall then make immediate payment for your investment via bank transfer or telegraphic transfer, per the instructions communicated to you in each case. Please see Clause 7.8 for further information on how we handle investment monies.

You must follow the payment instructions communicated to you. We will not accept funds that have been transferred in breach of our payment instructions.

7.8          Trust Account Arrangements
We hold monies from Investors in a trust account held with a Trustee.

Transfers to Trust Account
If you make payment for your investment by bank transfer or telegraphic transfer, your investment funds will be transferred directly into the Trust Account. You agree that such investment funds shall continue to be placed in the Trust Account pending Completion (as defined in Clause 11 below).

Refunds to Investor(s)
Investment funds which are held in the Trust Account will be returned to your nominated bank account without any interest and after deduction of any transaction fee(s) or exchange rate loss if:

a) an Offer which you have invested in does not proceed to completion;

b) an Offer is cancelled for any reason by us or by the Issuer; or

c) we have in our sole discretion determined that you have not completed the ‘know-your-client’ checks or any of the investment processes we have put in place.

7.9          Cooling-off Period
The cooling-off period is at least six (6) Business Days and shall commence on a date after the closing of a successful Offer (“Cooling-off Period”). The number of days and the date of commencement of the Cooling-Off Period shall be determined solely by ALTA MY. During the Cooling-off Period:
you are allowed to withdraw your investment funds and cancel your investment by notifying us in accordance with this agreement or other instructions  conveyed to you in relation to the relevant investment; and
the Issuer is allowed to reject the investment and the investment funds from you.

7.10       Material Adverse Changes
Each of the following events is considered a “Material Adverse Change”.

- The discovery of a false or misleading statement in the disclosure document in relation to the Offer

- The  discovery of a material omission of information required to be disclosed in relation to the Offer
- There is a material change or development in the circumstances relating to the offering or the Issuer

As an Investor, you hereby agree and acknowledge that ALTA MY has the sole and absolute discretion to determine whether a Material Adverse Change has occurred. In the event of a Material Adverse Change, we will inform you via email of this. You will be given an opt-out option within ten (10) calendar days from the day of receiving this email notification.

If the Material Adverse Change:
- happens during the Offer period; or

- happens after the closing of the Offer period but before we decide to proceed with the fundraising; confirmation of success of fundraising; or funds are transferred to the Issuer,

you as a participating Investor will be immediately notified so that Investors may inform us about whether they wish to proceed with or withdraw from investing in such Offer. An Investor who does not respond or object to such notification within seven (7) calendar days from our notification is deemed to agree to continue investing in the relevant Offer.
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For the avoidance of doubt, in the event we decide not to proceed with the fundraising, your investments will be refunded in accordance with Clause 7.8.

7.11       Completion
Completion of an Offer (“Completion”) will take place only after all the following conditions have been satisfied:
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- All the transfers of funds have been verified by us
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- The Offer target has been achieved before or upon the expiry of the Offer period
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- There is no ongoing Material Adverse Change
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- The Issuer has completed all required due diligence activities
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- Any and all such conditions precedent as set out in the Definitive Agreements relating to the fundraising
The Cooling-off Period of at least six (6) Business Days of all the Investors have expired.
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Upon Completion, all the investment funds in the Trust Account will be released to the Issuer after the Trustee’s receipt of the written confirmation issued by ALTA MY in accordance with the terms and conditions of the Trust Deed.
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7.12       Execution and Commitment
Upon Completion, the final step for your investment will be to become a direct shareholder in the Issuer, a shareholder of an investment holding company/vehicle/entity which holds shares/interests in the Issuer, or an indirect shareholder through a nominee or trust arrangement (as the case maybe).

The Issuer is solely responsible for liaising and instructing its company secretary or any other service provider as may be required to provide you with written documents for Completion (for example, the constitution of the Issuer, share certificate, shareholders’ agreement, limited liability partnership agreement, nominee agreement, or such document which reflects the nature of your shareholding or interest in the Issuer) for your record through the means provided on the Platform.

Your relationship with the Issuer, other Investors, and the board of directors (if relevant), will be regulated by the constitution of the Issuer, the shareholders’ agreement, limited liability partnership agreement, nominee agreement or such other document which reflects the nature of your shareholdings or interest in the Issuer.

As an Investor, you hereby acknowledge and agree that the responsibility to ensure Completion and execution of all investment and transaction documents as described in this Agreement shall be the sole responsibility of the Issuer, and that the Issuer shall be liable for any loss or damage you may sustain in relation thereto notwithstanding that ALTA MY may from time to time and at its sole and absolute discretion assist the Issuer in relation to Completion.

Post-completion, you hereby acknowledge and agree that all enquiries regarding your investment shall be made solely to the Issuer directly.

7.13       Multiple Investments
Maintenance of the investment limit as described in the table set out in Clause 4.1 (Investment Category) is the sole responsibility of the Investor. Subject to the investment limit, you may invest  in multiple Issuers on the Deal Table if you so choose. In order to do so, you will need to repeat the relevant parts of the investment process described above.

8.1          Taxation
Depending on your individual tax position, you may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of these taxes is entirely your responsibility and save as required by Malaysian 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.

8.2          Dividends
As an Investor, you may be entitled to certain dividends in an Issuer in accordance with the terms of investments entered into between you and the said Issuer. Please note that any declaration of dividends by the said Issuer may trigger statutory requirements under the Companies Act 2016, including requirements for directors of the Issuer to prepare solvency statements and to procure relevant approvals from the Issuer’s directors and shareholders (as applicable), or relevant transactions and agreements.

9.1          Administrative Fee, Nominee Fee, Operating Costs, and Others
The fees (if any) which are applicable to the Members shall be set forth in the individual Deal Page of the Issuers on the Website.
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9.2          Our Policy
We reserve the right to amend our fees and its contents at any time. In the event of a materially new service or product line, we will inform you through the Platform or by email.

9.3          Currency Conversion Rate
For the avoidance of doubt, any fund, payment or fee made to us in foreign currency (i.e., any currency other than Malaysian Ringgit) will be converted to such amount that is required to be paid in Malaysian Ringgit at whichever prevailing exchange rate of the bank on the day of actual transfer – and therefore you may potentially pay more, or less, in your foreign currency on the day of actual transfer. Any payment that is required to be refunded to you will be converted from Malaysian Ringgit to its original foreign currency based on the prevailing exchange rate of the escrow bank on the same day of transfer – and there is therefore no assurance that you will receive the same amount of foreign currency than what you have initially spent.

Acting as an Issuer does not preclude you from also acting as an Investor, either contemporaneously or at a different time. In the event that you choose to participate both as an Investor and as an Issuer, the provisions of this Agreement apply to you to the extent that you are participating as an Investor, and the provisions of the Issuer Agreement for the Issuer will apply to you to the extent that you are an Issuer.

11.1       Termination by You
If you no longer wish to be a Member of the Platform, you may terminate your membership at any time by notifying us pursuant to the notification process set forth in Clause 20.1.

11.2       Termination by Us
We may terminate your membership at any time and for any or no reason. Matters of concern include, but are not limited to, the following:

- Where there is doubt that you are aged 18 years or above or about your identity or place of residence;

- Where information supplied by you to us may not be correct or has not been able to be verified; or

- Concerns in relation to anti-money laundering rules (including the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001).

11.4       Consequences of Termination
If your membership is terminated pursuant to Clause 11.1(Termination by You) or Clause 11.2 (Termination by Us), you will no longer be able to make investments through the Platform, and we will not be liable to you for any losses, damages or costs arising from such termination.

11.5       Death
If we receive proof of your death that is satisfactory to us, we will terminate your membership pursuant to Clause 11.2 (Termination by Us). If at such time you still have any ongoing investments through the Platform, they will be handled as set forth in the relevant Constitution of the respective Issuer.

12.1       Termination upon Conclusion of Activities
If your membership is terminated pursuant to:

- Clause 11.1 (Termination by You), your access to the Platform may be terminated at such time as you no longer have any investment via the Platform; or

- Clause 11.2 (Termination by Us), your access to the Platform shall be terminated at such time determined by us and your investment funds in the Trust Account, if any, will be returned to your nominated bank account without any interest and after deduction of any transaction fee(s) or exchange rate loss.
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12.2       Termination for Malfeasance
Notwithstanding Clause 12.1 (Termination upon Conclusion of Activities), there are circumstances in which we may terminate your access to the Platform even if you still have investments under the Platform. These circumstances may include, but are not limited to, your usage of the Platform in any way:
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- That causes, or is likely to cause, the Platform or access to it to be interrupted or damaged in anyway;
for fraudulent purposes, or in connection with a criminal offence;
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- 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;
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- to cause annoyance, inconvenience, or needless anxiety; or
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- which gives rise or may give rise to criminal or other liability on our part.
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If your access to the Platform is terminated pursuant to this Clause and you still have an ongoing investment via the Platform, we will follow the process set forth in the relevant Constitution of the respective Issuer with respect to how that investment is to be handled.

12.3       Termination of Agreement
Upon termination of your access to the Platform pursuant to Clause 12.1 (Termination upon Conclusion of Activities) or 12.2 (Termination for Malfeasance), this Agreement shall terminate, and neither you nor we shall continue to be bound by its provisions other than those provisions that survive termination pursuant to Clause 19.6.

13.1       Privacy Policy
You are agreeable to the terms of our Privacy Policy as set out on our Website. You also agree that we can disclose your personal data to any Issuer in which you have invested or agreed to invest through the Platform and other parties as set out in our Privacy Policy. As set out in our Privacy Policy, we may from time to time be required to disclose your personal data to government agencies, including but not limited to the SC and the Central Bank of Malaysia.

13.2       Information on the Platform
In addition to the information set forth in each Offer, we may provide on the Platform information about investing in or operating early-stage businesses generally, or other matters that we believe may be relevant or of interest to you (“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 loss, damages, or costs if it is not. To the extent that any Additional Information constitutes links to their websites or third-party contact details, we take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.

13.3       Communications about Platform Activity
From time to time we may send you emails with information about activity on the Platform, including new Offers and the progress of existing ones.
Any emails we send you about activity on the Platform 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, this Agreement, or other matters that we reasonably believe are relevant to you. As an Investor, you may subscribe to our periodical newsletter via email or applicable social media channel as the case may be, to receive regular updates on upcoming deals or campaigns that we offer from time to time.

14.1       Period of Retention
In accordance with legal and regulatory requirements applicable to us as a recognized market operator, we will retain records relevant to your membership, any activity you conduct on the Platform, and your participation in any Offer for a minimum period of seven (7) years following the termination of your membership.

14.2       Conclusive Evidence
Records relating to the Platform kept by us shall be conclusive evidence of the facts and matters they purport to record.

We do our best to ensure that our interests do not conflict with yours, and we have deliberately designed our fee structure so that we primarily earn a percentage commission from when you make an investment. Nevertheless, as a platform provider, we are not your representative or agent and at times our interest may conflict with yours.
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As an Investor, you should note that we or our employees may choose to invest in businesses that seek capital through the Platform (whether we do so through the Platform or otherwise). Although the incentives relevant to such investments are likely to be aligned with your incentives, they may not be perfectly aligned.

We will notify you as soon as possible after we have taken a decision to cease trading (“Cease of Trade”). In the event of Cease of Trade, all active Offers will be terminated and any amounts contained in the Account will be returned to your nominated bank account without any interest and net of any transaction fee(s) or exchange rate loss. The shares or interests in which you have invested will be handled as set forth in the constitution of the respective Issuer.

17.1       Your Liability to Us
‍You hereby agree to indemnify and hold harmless ALTA MY, its affiliates, and its directors and employees (“Indemnified Persons”) in the provision of any and all services under this Agreement from and against any and all claims, actions, demands, proceedings, liabilities or judgments and any and all losses, damages, costs, charges and expenses that may be made or alleged or suffered or incurred by any of the Indemnified Persons arising directly or indirectly out of the performance by or on behalf of the Indemnified Persons of services in connection with the provision of services; or out of an actual or alleged breach by you of any of the terms contained in this Agreement, except to the extent that the final judgment of a court of competent jurisdiction holds it to have resulted directly and solely from the wilful default or gross negligence of the relevant Indemnified Person in performing services in relation to the services. The provisions contained in this Agreement are in addition to any rights which any of the Indemnified Persons may have at law, equity or otherwise.

‍17.2       Our Liability to You
‍We shall be liable to you for any loss or damage which you may suffer as a direct result of being a Member or using the Platform to the extent that such loss or damage direct and solely arises from our breach of this Agreement or was the direct result of wilful default or fraud by us. We shall not be liable to you for any and all direct or indirect loss or damage arising out of or in connection with:

- any matter for which liability is expressly excluded under this or any other Website Agreement;

- any error, false statement, or inaccuracy in any information provided to us, including information from you, an Issuer, or another Member; or

- any misrepresentation, wilful misconduct, or any other act by another Member.

Nothing in this Agreement shall limit any other liability the exclusion or limitation of which is not permitted by the applicable law or regulation.

18.1     Assignment, Novation, Transfer, and Delegation by Us
We may assign, novate, transfer or delegate any or all of our obligations or rights under this Agreement to any person, provided that (a)the approval of the SC (if required) has been obtained or the notification to the SC(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. We may provide information about you and your activities on the Platform to any person to whom we assign, transfer or delegate our obligations or rights.

18.2   Assignment, Novation, Transfer, and Delegation by You
Your membership under this Platform is personal to you. Therefore, none of your rights or obligations in connection with your membership or activities on the Platform may be assigned, novated, transferred, or delegated to any other person unless otherwise expressly provided in this Agreement or any other agreement(s) you enter with us. Any attempt to transfer, novate, assign, or delegate any of your rights or obligations in contravention of this clause shall be null and void.

19.1       No Partnership or Agency
This Agreement shall not be construed so as to create a partnership, joint venture, or principal-agent relationship between you and us.

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

19.3       Severability
If any provision of this Agreement is held by any court o rother competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

19.4       Entire Agreement
Except as set forth in Clause 3.2 (Relationship with Other Agreements), this Agreement contains the entire agreement between you and us, and supersedes and replaces all previous agreements and understandings between you and us, with respect to the matters set forth herein. You and we acknowledge that, in entering into this Agreement, 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 this Agreement.

19.5       Further Assurances
You and we shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.

19.6       Survival
All disclaimers, indemnities and exclusions in this Agreement shall survive termination of the Agreement for any reason.

19.7       Force Majeure
We are not in breach of this Agreement 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; natural disaster; act of government, state, governmental or supranational body or regulatory authority; war; civil disruption; pandemic; terrorism; labour disputes; or any other event, circumstance, or state of affairs (whether or not similar in kind to any of the above) beyond our reasonable control.

19.8       Dispute Resolution
Users may address any complaint to us by reaching out to our Client Success team at cs@alta.exchange.
We will attempt to achieve an amicable solution for your complaint. Unresolved disputes will be referred to our oversight body comprising our Board of Directors, Chief Executive Officer, and such other person or persons deemed appropriate by ALTA MY to be part of the oversight body.

If you are dissatisfied with our response to the complaint, you may refer the complaint to the SC by contacting the Consumer & Investor Office, details of which are as follow.

Consumer & Investor Office
Securities Commission Malaysia
No 3 Persiaran Bukit Kiara
Bukit Kiara
50490 Kuala Lumpur
Tel: 603 6204 8999
Fax: 603 6204 8991
Email: aduan@seccom.com.my

‍If any dispute remains unresolved, the parties shall resolve any dispute in a good faith manner and bring any dispute before arbitration in Malaysia, before a single arbitrator, in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC”). The seat of arbitration shall be Kuala Lumpur and the decision is binding on the parties.

19.9     Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

19.10     Third Party Rights
Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms of this Agreement, and, notwithstanding any term of this Agreement, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement.

20.1       Notices from You to Us
Any notice from you to us in respect of this Agreement, your membership, or your activities on the Platform shall be given by email to enquiry@alta.exchange except where this Agreement, a Website Agreement, or a communication from us to you sets forth alternate means by which you must give us notice.

20.2       Notices From Us to You
Any notice from us to you in respect of this Agreement, your membership, or your activities on the Platform may be given either through the Platform or by email to the address set forth in your profile or by normal mail to any mailing address which you may have provided to us.
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20.3       Receipt of Notices
Notices given pursuant to this Clause 20 through the Platform or by email shall be deemed received by the recipient upon despatch. If you give us notice by means other than those set forth in Clause 20.1 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.

20.4       Language of Notices
All notices given under this Agreement shall be in the English language.

21.1       Confidential Information
The Parties shall at all times keep confidential (and shall procure that where applicable, its representatives, directors, officers, employees, agents and advisers shall keep confidential) any and all confidential information relating to this Agreement and all other documents relating to or in connection herewith (“Confidential Information”) and shall not disclose such information to any other person without the prior written consent of the other Party, except:

- where the Confidential Information becomes generally available to the public other than as a result of a disclosure by either Party in breach of this Agreement;

- in accordance with this Agreement;

- to the legal and financial advisers and employees of the parties, provided that such advisers and employees are under an obligation of confidentiality at least similar to that provided hereunder; or

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

This Clause 21 (Confidentiality) shall survive termination of this Agreement for any reason.