Terms and Conditions

Investors Warning + Platform

Please read carefully prior to registration for Lite Raise.

INVESTOR WARNING

ASSOB and CEA provide the Lite Raise platform for s708 personal, sophisticated, professional and overseas investors to invest directly into private equity. Both ASSOB and CEA provide a business introduction service in accordance with ASIC Class Order 02/273 (Class Order) which provides an exemption to the disclosure requirements under section 708 of the Corporations Act (Cth) 2001 (Act).

The Class Order provides potential investors and share issuers/sellers with the framework in which they are able to raise private equity without complying with the disclosure requirements under the Act.

We advise that:

  1. ASSOB and CEA only receive an agreed upon fee from companies for providing the business introduction service through the Lite Raise Platform; and
  2. Neither theLite Raise Platform, ASSOB or CEA are endorsed or approved by ASIC.

We wish to make you aware of the prescribed ‘Investor Warning’:

  1. Investment in new business carries high risks. It is highly speculative and before investing in any projectabout whch information is given, prospective investors are strongly advised to take appropriate professional advice;
  2. The information contained in this Publication has been prepared by or on behalf of the person who is proposing to issue or sell the securities or scheme interests and neither ASSOB Capital Pty Ltd ACN 114 772 020 (ASSOB) or Time Masters (Australia) Pty Limited ACN 108 409 025 trading as Capital Exchange Australia (CEA) have undertaken an independent review of the information contained in the Publication;
  3. The information contained in this Publication about any proposed business opportunity and the securities or scheme interests is not intended to be the only information on which the investment decision is made and is not a substitute for a disclosure document, Product Disclosure Statement or any other notice that may be required under the Act, as the Act may apply to the investment. Detailed information may be needed to make an investment decision, for example: financial statements; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors’ reports;
  4. Prospective investors should be aware that no established market exists for the trading of any securities or scheme interests that may be offered; and
  5. This Publication is subject to ASIC Class Order [02/273]

TERMS AND CONDITIONS

These Terms & Conditions set out the general terms governing your use of the Lite Raise Platform at www.capitalexchangeaustralia.com.au (the“Site”). You should read these Terms and Conditions carefully before accessing the Websiteor engaging the services of Time Masters Pty Limited ACN 108 409 025 trading as Capital Exchange Australia (“CEA”)&ASSOB Pty Ltd ACN 114 772 020 (“ASSOB”) (referred to herein as Us, Our, We).

These Terms and Conditions set forth the legally binding terms for your use of the Siteand Our services. “Use of the Site and Our services” as stated in the prior sentence, includes visiting, browsing, contributing content, information or other materials or reviewing the content on the Site.By accessing the Site, you agree to be bound by these Terms and Conditions.

This is a Binding Agreement

Our Services (described below) are offered subject to acceptance of all of the Terms and Conditions contained herein, along with the Privacy Policy available at www.capitalexchangeaustralia.com.au. The Services are also subject to all other operating rules, policies, and procedures that Wepublish on the Site, which are incorporated by reference and may be updated by Us without further notice.

Description of Services

Our Site is an ASIC Class Order 02/273 Business Introduction or Matching Service, subscription based investment platform whichenables users to learn about capital raising, promote company investment offerings and browse and fund companies looking to raise capital. Users may come to the Site to explore content and/or use the Lite Raise Platform to raise capital for their business (the “Services”). By accessing, subscribing or using the Services in any manner, whether you are a company seeking to raise capital (“Issuer”), Investor or other visitor, you become a Lite Raise Platform user (“User”).

The Lite Raise Platform is a platform where Users may elect to create a profile for their company (“Company Profile”). In creating a Company Profile, the User becomes an “Issuer” for that company and may try to fund business or commercial related enterprises by soliciting financial contributions from other users (“Investors”) to support their company and offer equity or debtfinancial products (“Offerings”) to such Investors in exchange for their contributions (these activities are hereinafter referred to as “Campaigns”).

The Platform also provides a place for Users, Issuers, Investors, service providers, and others to interact and share information. Through the Site, email, website links, and other media, We make certain content accessible to Users. Such content may include one or more of the following: videos, images, comments, artwork, graphics, audio clips, photographs, data, text, software, projects, scripts, other material and information, and associated trademarks and copyrightable works (collectively referred to as “Content”). Users may have the ability to contribute or otherwise make accessible (“Submit”) Content to the Site. “User Submissions” means any Content Submitted by Users.

Our Services are available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are at least 18 years old and of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. If you are an Issuer with an entity or if you are an entity applying to conduct a Campaign using the Services, you represent and warrant that the Campaign is being conducted by a legal Australian entity, including but not limited to a proprietary or public company. We may, in oursole discretion, refuse to offer the Services to any person or entity.

Changes to these Terms and Conditions

We reserve the right, at oursole discretion, to modify or update these Terms & Conditions from time to time without notice. If at any time you do not agree to these Terms & Conditions, please refrain from using the Site. If you continue to use the Site after any changes are made to these Terms & Conditions then you will be deemed to have agreed to those changes.

Disclaimer of Warranty

The Site and the Content (including without limitation any information, documents, forms, resources, or referrals contained thereon or therein) are provided “as is” and without warranty of any kind. You assume the risk of any and all damage or loss from the use of the site or the content. To the maximum extent permitted by law, we expressly disclaim any and all warranties, express or implied, regarding the site and the content, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that the Site or the Content will meet your requirements, and we explicitly advise you that all or part of the Content may be inapplicable to or inappropriate for your particular circumstances. Therefore, you should consult with an appropriate legal, accounting, or other professional prior to your use of or reliance on any of the Content. We are under no obligation to and do not undertake to update or verify the completeness or correctness of any Content.

User Conduct

As a condition of use of Our Services or the Site, you promise not to use the Services for any purpose that is prohibited by the Terms and Conditions or law. Our Services are provided only for your own personal use. You are responsible for all of your activity in connection with the Services. You shall not do any of the following, or allow another person to use your account to post, upload, or transmit any content that:

*         infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;

*         you know is false, misleading, or inaccurate;

*         is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy;

*         is pornographic or that exploits people (adults or children) in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains a link to any of the foregoing types of content or to an adult website or in any way using the Site or the Services in connection with any adult entertainment or pornography business;

*         constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;

*         contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of US or any third party; or

*         impersonates any person or entity, including any employee or representative of either ASSOB or CEA.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Us in Our sole discretion) an unreasonable or disproportionately large load on Our or Our third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; (iii) bypass any measures We may use to prevent or restrict access to the Site (or other accounts, computer systems, or networks connected to the Site); (iv) run any form of auto-responder or “spam” on the Site; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

We do not guarantee that any Content will be made available through the Site. We reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a campaign or Company Profile; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; and (ii) remove or block any User or User Submission. We reserve the right not to comment on the reasons for any of these adverse actions.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who created or posted that Content. We may not monitor or control the Content posted via the Site and, cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Site or obtained by you through the Site are at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Site or endorse any opinions expressed via the Site or investment opportunities promoted through the Site.

You understand that by using the Site, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site or broadcast elsewhere.

You are responsible for Your use of the Site, for any Content You provide, and for any consequences thereof, including the use of Your Content by other users and Our third party partners. You understand that Your Content may be syndicated, relied on, distributed, or published by Our partners and if You do not have the right to submit Content for such use, it may subject Youto liability. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that Yousubmit.

Subscription

You may browse parts of the Content on the Site without subscribing, but as a condition of using certain aspects of the Services, Youmay be required to register with Us and provide an email (“User Name”) and password. You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms and Conditions, which may result in immediate termination of your account. You shall not use as a User Name, any domain name, Our name, or any name or term that (i) is the name of another person or entity, with the intent to impersonate that person or entity; (ii) is subject to any rights of another person or entity, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene. We reserve the right in Our sole discretion to refuse registration of or cancel a User. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of Your password for the Site. You shall never use another User’s account without that User’s express permission. You will immediately notify US in writing of any unauthorized use of Your account.

We Are Not Corporate Advisors, Stockbrokers, Lawyers or CPAs

While some of the Content on the Site may relate to legal, tax, stockbroking, investment, or accounting matters, neither We nor any of the professionals providing Content on the Site are providing professional advice to You, and Youacknowledge that there is no professional relationship (including without limitation any attorney-client relationship) between Youand any of Us, unless Youand such party specifically agree otherwise. We are not a licensed broker-dealer or financial services provider and as such, We do not offer investment advice. If We feature businesses and/or founders on Our Site, We are not implying that We endorse them or that We are representing anything about the quality of any potential investment in such companies.

Platform

The Lite Raise Platform is a platform where Issuers fund companies by soliciting financial contributions from Investors to support their companies and offer Offerings to such Investors. We undertake a very limited due diligence on each Company. This due diligence consists of a number of preliminarychecks of each Company and internet searches.

By funding or contributing to a fundraising campaign or creating a fundraising campaign, Users agree to be bound by these Terms and Conditions, including:

  • Investors acknowledge and agree that other than the Offering, delivery of which is subject to limitations set forth herein, Investors shall not be entitled to receive anything from CEA in consideration for their Investment.
  • Investors acknowledge that they should have no expectation of a return for their contribution and that the market is illiquid.
  • Investors agree, understand and acknowledge that You are entirely responsible for any decision You make to invest, or not to invest, in any Company.
  • Investors have the ability to contribute multiple times in the same or different companies.
  • Investors consent to disclosing personal information to Us for the purposes of verifying any information that you give to Us in relation to your investment activity on the Lite Raise Platform.
  • Investors agree to provide payment at the time they complete and return a valid share application form and exempt investor certificate to invest in a company. Investment monies will remain in trust / escrow until such time as the Target Capital Amount is reached, at which time funds will be released directly to the Company.
  • We rely on each Company to inform us if any material information relating to it has changed from what it hasdisclosed to us through the pre-Offer process, or on the Website. Companies will be required to update their Offer on theWebsite with any such information during the Offer Period, however we have no meaningful way of controlling this orensuring that it will occur.
  • In the event the Company is unsuccessful in reaching the Target Capital Amount within the stated time period and the Offering is closed, funds are to be returned in full directly to Investors.
  • In the event the Company extends its Target Offer Period, Investment monies will remain in trust / escrow until such time as the Target Capital Amount is reached or refunded in full if the Company fails to reach its target.
  • An Issuer is not required to grant an Investors’ request for a refund, unless required to do so by law or contract.

Issuers acknowledge and accept that as part of building a robust business community, We need to ensure that it is the most appropriate funding solution for Users. For a variety of reasons, there are certain business segments that are difficult for Us to assess, and therefore, We will not support them on the Site. Companies related to or offering guns, firearms, tobacco, cigarettes, pyramid marketing, gambling, contests, raffles, or any illegal activities shall not be permitted on the Site.

Note that We will not support campaigns for businesses that simultaneously are running equity or crowdfunding campaigns on other funding platforms.

Issuers acknowledge and agree that at no time have We:

(i) given any assurances or guarantees (express or implied), that prospective investors will subscribe for a Campaign or that a Campaign will be successful;

(ii) made any representation that:

(a) Your capital raising Campaign will comply with any condition or requirement of the relevant legislation or any guidance given by the Australian Securities and Investment Commission (ASIC);

(b) an established market exists for the trading of any securities or interests that may be offered by a company;

(c) the issue price of any securities or interests to be offered by a company is representative of the underlying value of those securities or interests; or

(d) given any taxation, accounting, legal or any other professional advice in respect to the Campaign.

Further, Users agree that:

  • Issuers may cancel or refund an Investor’s Offering investment or their Campaign at any time and for any reason, and if they do so, are not required to fulfil the Offering;
  • Issuersshould not take any action in reliance on having the money Offered until they have the ability to withdraw and spend the money;
  • Issuers acknowledge and agree that by creating a profile on the Lite Raise Platform that the Issueris representing and warranting that it owns or licenses the rights to produce, sell or promote the products and services in which it engages.

We further reserve the right to reject, cancel, interrupt, remove, or suspend a campaign at any time and for any reason. We are not liable for any damages as a result of any of those actions. Our policy is not to comment on the reasons for any of those actions.

We are not liable for any damages or loss incurred related to Offerings or any other use of the Services. All dealings are solely between Users and Issuers. We are under no obligation to become involved in disputes between any Users, or between Users and any third party. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with campaigns on the Site. We do not oversee the performance or punctuality of projects, stated objectives or goals or warrant the outcome or success of any project. We do not endorse any User Submissions.

Websites Not UnderOur Control

The Services may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under Our control, and you acknowledge that We are not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with Us. You further acknowledge and agree that We shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

Intellectual Property of Others

By Submitting User Submissions on the Site or otherwise through the Services, you agree to the following terms:

  • You grant to Us the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub licensable, transferable right to (and to allow others acting on its behalf to): (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, and distribute, your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the “Trademarks”) in connection with (a) the Services, (b) US’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Services; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Services; and (iv) use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Services;
  • You are publishing your User Submission, and you may be identified publicly by your name or User Name in association with your User Submission;
  • You grant to each User a non-exclusive license to access your User Submissions through the Services, and to use, modify, reproduce, distribute, and display such User Submissions solely for personal, non-commercial use;
  • You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Us all of the license rights granted herein;
  • You represent and warrant that the use or other exploitation of User Submissions by Us and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
  • We shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions; and
  • All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from whom that information originated.

We will not be liable for any errors or omissions in any Content.

We cannot guarantee the identity of any other Users with whom you may interact while using the Services.

All Content you access through the Services are at your own risk and you will be solely responsible for any resulting damage or loss to any party.

Privacy

Our Privacy Policy sets out the information (including personal information) we collect, and how we use it, when you access and use this website. In addition to our privacy policy, you agree that we may collect personal information and other information about you when you access or use the Site.

Termination

We may terminate your access to the Services, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid to US are non-refundable. All provisions of the Terms and Conditions that by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Cancellation of your account

Users are entitled to cancel their account at any time. All cancellations will result in the deactivation or deletion of Your account.

Disclaimer

We have no special relationship with or fiduciary duty to you. You acknowledge that We have no duty to take any action regarding any of the following: which Users gain access to the Site; what Content Users access through the Site; what effects the Content may have on Users; how Users may interpret or use the Content; or what actions Users may take as a result of having been exposed to the Content. US cannot guarantee the authenticity of any data or information that Users provide about themselves or their campaigns and Companies. You release US from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any Content on the Site, and We are not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Services.

Indemnification

You shall defend, indemnify, and hold harmless Us, Our affiliates, and each of Our and Our affiliates’ directors, employees, managers, agents, contractors, partners and suppliers from all liabilities, claims, and expenses, including reasonable legal fees, that arise from or relate to your use or misuse of, or access to, the Services and Content, or otherwise from your User Submissions, violation of the Terms and Conditions, violation of any law, rule or regulation, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

Limitation of Liability

To the extent permitted by law, under no circumstances will We be liable under this Agreement or otherwise to Users for any indirect, incidental, collateral, special, economic or consequential losses or damages (including without limitation, damages for loss of profits, loss or customers, loss of goodwill, work stoppage, data loss, computer failure or malfunction, or any and all similar damages of loss); or, for events where ASIC may halt, suspend, or close the operations of the Lite Raise Platform at any time for any reason without notice or warning, and may resume, restart, recommence operations at any time regardless of time, day, month or year for any period or duration without notice or warning.

Governing Law

This Agreement is governed by and is to be construed in accordance with the law applicable in Queensland, Australia. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Queensland and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

All disputes arising out of or related to the provisions herein and/or the use of the Site or the Content shall be resolved by mediation by the Institute of Arbiters and Mediation (IAMA).

Electronic Communications

By using the Services, you consent to receive from Us all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, “Contract Notices”) electronically.

We may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services.

All notices under the Terms and Conditions will be in writing and will be deemed to have been duly given when transmitted by e-mail.

Legal Jurisdiction

The Services are controlled and operated from facilities in Australia. USmakes no representations that the Services are appropriate or available for use in other jurisdictions. Accessing the Services does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the securities. If you access the Services from locations outside Australia, you do so at your own initiative and are responsible for compliance with local laws. No action has been taken to register or qualify the securities or the Offering or otherwise to permit a public offering of the securities on offer in any jurisdiction outside Australia.

Severability

If any provision of these Terms & Conditions becomes or is held to be invalid, unenforceable or illegal for any reason, that provision shall be severed from the remaining Terms & Conditions, which shall continue in full force and effect.

No Waiver

If We do not exercise or enforce any right available to Us under these Terms & Conditions, it does not in any way constitute a waiver of those rights.

Miscellaneous

The Terms and Conditions are personal to you, and are not assignable, transferable, or sublicensable by you except with Our prior written consent. We may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and Conditions and neither party has any authority of any kind to bind the other in any respect.

If you have any queries or concerns regarding these Terms, please contact Capital Exchange Australia by email to bryan@timemasters.com.au

RISKY BUSINESS:

Companies using the Lite Raise Platform include new or rapidly growing ventures. Investment in these types of businesses isvery speculative and carries high risks. You may lose your entire investment, and must be in a position to bear thisrisk without undue hardship. The usual rules do not apply to offers by Issuers using thisfacility. As a result, you may not receive a complete and balanced set of information. You will also have fewerother legal protections for this investment. Ask questions, read all information given carefully, and seekindependent financial advice before committing yourself.

I have read, understood, and accept the above terms

Acknowledgment

1. I have read and understood the above ‘Investor Warning‘; and
2. I wish to subscribe to the Website on the Terms & Conditions which I have read, understood, and accepted.

Note: The Lite Raise Platform provides a marketing, advertising and publishing service of companies seeking to raise equity capital. Accordingly, we do not receive “success fees” for investment, successful introductions or the matching of buyers and sellers. Investors are at all times encouraged to under their own due diligence, research and professional advice into companies and investment offerings before committing or making the decision to invest.