Expand Your Brand

1. Acceptance of Terms

By accessing, registering, or using the 1 to Asia platform ("Platform"), including its website, mobile applications, and related services (collectively, "Services"), each user, brand, investor, and operator ("User" or "Users") unconditionally accepts and agrees to be bound by these Terms of Service ("Terms"). These Terms constitute a binding agreement between the User and 1 to Asia Limited ("Company," "we," "us," or "our"). If you do not agree to these Terms in their entirety, you must cease using the Platform immediately.

2. Platform Role as Aggregator

The Company operates the Platform solely as a neutral information aggregator and facilitator of Connections. The Company does not represent, endorse, verify, validate, or guarantee any User Profile Information, business credentials, financial capacity, operational ability, or representations made by any User. The Company takes no responsibility for the accuracy, truthfulness, or legality of any information submitted by Users. The Platform functions as a conduit for information sharing only and does not conduct background checks, due diligence, or verification of Users or their claimed credentials.

3. Definitions

"User Profile Information" means all data, content, descriptions, logos, and materials submitted by Users to the Platform for display, including but not limited to: company name, business description, investment criteria, operational capabilities, and contact details.

"Connection" means an introduction, contact facilitation, or initial communication between two or more Users initiated through or via the Platform, including electronic introductions, email facilitation, or referral mechanisms.

"Transaction" means any subsequent business negotiation, agreement, partnership, franchise agreement, investment, joint venture, or other commercial arrangement that follows a Connection, regardless of whether such Transaction is negotiated, executed, or performed on the Platform or through independent channels.

4. Platform License & Permitted Use

The Company grants each User a limited, non-exclusive, non-transferable license to access and use the Platform for the purpose of: (a) creating and maintaining a User Profile; (b) facilitating Connections; and (c) conducting business activities related to Transactions. Users may not sublicense, sell, rent, lease, transfer, assign, or otherwise exploit the Platform or Services. Users retain all intellectual property rights to their User Profile Information; however, the Company is granted a perpetual, irrevocable, worldwide, royalty-free license to:

• Display User Profile Information on the Platform;

• Use User Profile Information for marketing, promotional, and analytical purposes;

• Share User Profile Information with third parties, potential Users, partners, and service providers without prior consent or notification;

• Create aggregated, anonymized datasets and reports incorporating User information.

5. No Liability for False, Misleading, or Inaccurate User Information

THE COMPANY DISCLAIMS ALL LIABILITY FOR ANY FALSE, MISLEADING, INACCURATE, INCOMPLETE, OR FRAUDULENT INFORMATION PROVIDED BY ANY USER. USERS ACKNOWLEDGE AND AGREE THAT:

• The Company does not verify, audit, fact-check, or validate any User Profile Information;

• Each User is solely responsible for conducting independent due diligence, investigation, and verification before entering into any Transaction;

• The Company shall not be liable for any economic loss, reputational harm, fraud, misrepresentation, or injury arising from reliance on false or inaccurate information provided by any other User;

• The Company makes no warranties regarding the truthfulness, legality, or suitability of any Transaction between Users;

• Any reliance on another User's information is done entirely at the User's own risk. The Company is merely an intermediary and passive aggregator of information.

6. Disclaimer of Liability for User Profile Display

The Company acts solely as a neutral platform provider and assumes no liability whatsoever for: (a) the accuracy, completeness, or legality of any User Profile Information; (b) any harm, damage, or loss arising from the display, publication, or dissemination of User Profile Information; (c) any reputational injury, business loss, or third-party claims related to User Profile Information; or (d) any unauthorized use or misappropriation of User Profile Information by third parties post-publication. Users are solely and exclusively responsible for all content they submit and must ensure compliance with all applicable laws. By submitting User Profile Information, each User waives any claim against the Company related to such information.

7. Connections and Initial Introductions

The Platform facilitates Connections through electronic means, including email introductions, contact matching, and referral mechanisms. A valid Connection occurs when: (a) two or more Users are introduced or contacted via the Platform; (b) an email introduction has been sent by or through the Platform's system; or (c) a User has received contact information or facilitation through the Platform. The Company makes no representation regarding the suitability, compatibility, probability of success, or legitimacy of any Connection.

8. Fees and Commission Structure

Upon any Connection that results in a Transaction, the Company may charge a fee. Such fee shall be:

• Negotiated in advance between the Company and the User(s) involved in the Transaction;

• Calculated as a percentage of the franchise fee, investment amount, or total Transaction value, not to exceed fifteen percent (15%) without separate written agreement;

• Due upon execution of the Transaction or as otherwise agreed in writing.

For purposes of clarity: a Connection exists when an email introduction has been made via the Platform, regardless of whether the Transaction is ultimately negotiated, finalized, or performed on or off the Platform. The Company's right to commission survives the completion of any Transaction and extends to all subsequent related arrangements. Disputes regarding fee calculation shall be subject to Section 13 (Dispute Resolution).

9. User Representations and Warranties

Each User represents and warrants to the Company that:

• The User has the full authority and legal capacity to enter into these Terms;

• All User Profile Information is accurate, complete, and truthful;

• The User has not submitted fraudulent, defamatory, or infringing content;

• The User will comply with all applicable laws, regulations, and licensing requirements;

• The User acknowledges that the Platform does not vet, verify, or endorse any User or User Profile Information.

10. Indemnification

Each User shall defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, and successors from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) the User's violation of these Terms; (b) any User Profile Information; (c) the User's business conduct, representations, or Transactions; (d) any infringement of intellectual property rights; (e) any harm or damage caused by or resulting from the User's actions or omissions; (f) any breach of applicable law by the User; or (g) any false or misleading information provided by the User.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY THE USER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE COMPANY SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM FRAUD, MISREPRESENTATION, OR FALSE INFORMATION PROVIDED BY ANY USER. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

12. Termination of Service

The Company may, at its sole discretion and without prior notice or liability, suspend, deactivate, or terminate a User's access to the Platform for: (a) violation of these Terms; (b) fraudulent conduct; (c) non-payment of fees; (d) engagement in illegal activity; or (e) any other conduct deemed harmful to the Platform or other Users. Users may terminate their account by written request. Upon termination, all rights and licenses granted to the User shall immediately cease, though previously created Connections and accrued fee obligations remain binding.

13. Dispute Resolution and Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles. Any dispute, claim, or controversy arising from or relating to these Terms or the Platform shall be subject to the exclusive jurisdiction of the courts of Singapore. Each party irrevocably consents to the jurisdiction and venue of such courts. In the event of litigation, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

14. Miscellaneous Provisions

Entire Agreement. These Terms constitute the entire agreement between the parties and supersede all prior agreements and understandings.

Amendments. The Company reserves the right to modify these Terms at any time. Continued use of the Platform following notice of amendments constitutes acceptance.

Severability. If any provision of these Terms is found invalid or unenforceable, such provision shall be reformed to the minimum extent necessary, and all other provisions shall remain in full force.

Waiver. No waiver of any provision of these Terms shall be effective unless in writing. Failure to enforce any right shall not constitute a waiver of such right.

No Partnership. These Terms do not create a partnership, joint venture, agency, or employment relationship between the Company and Users.

Assignment. The Company may assign its rights under these Terms to any successor or affiliate without notice. Users may not assign without written consent.