TERMS OF USE

TERMS OF USE

 

PLEASE READ THESE TERMS OF USE (THE “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY VENTUREFIN SPC, a CAYMAN ISLANDS SEGREGATED PORTFOLIO COMPANY, (HEREINAFTER, “VENTUREFIN”). THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE WEBSITE AT www.venturefin.com, ALL OTHER SITES OWNED AND OPERATED BY VENTUREFIN THAT REDIRECT TO www.venturefin.com AND ALL SUBDOMAINS (COLLECTIVELY, THE “SITE”), AND THE SERVICES OWNED AND OPERATED BY VENTUREFIN (TOGETHER WITH THE SITE, COLLECTIVELY, THE “SERVICE” OR THE “SERVICES”).  BY CLICKING ON THE ACCEPTANCE TAB THAT LINKS TO THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, THE PRIVACY POLICY, THE RISK DISCLOSURE AND ALL OTHER RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED BY VENTUREFIN FROM TIME TO TIME ON THE SITE (TOGETHER WITH THE TERMS OF USE, THE “TERMS AND CONDITIONS”).  THE TERMS AND CONDITIONS ARE A CONTRACT BETWEEN YOU AND VENTUREFIN AND GOVERN ALL TRANSACTIONS BETWEEN YOU AND VENTUREFIN, INCLUDING YOUR USE OF THE SITE AND ALL RELATED SERVICES.

 

WHAT WE DO: CROWDFUNDING PROCESS


The Site is a crowdfunding portal that is operated by VentureFin SPC, a licensed Cayman Islands Segregated Portfolio Company established under the Companies Law (as amended) of the Cayman Islands.  The Site provides a secure platform where prospective investors (the “Investors”) may connect with prospective private entrepreneurs (the “Entrepreneurs”).  Through these connections, Investors may gain access to a range of both debt and equity funded investment proposals and interact, network, learn about, and connect with Entrepreneurs.  The Site allows a party to register as an Entrepreneur and provide information relating to its proposal to request funding on the Site (the “Proposal”).  The Site also creates an environment allowing the Investor to invest in the Proposal by equity funding and/or debt funding by entering into a loan agreement for a certain stipulated return-on-investment over a specified period of time.  Investors and Entrepreneurs will be referred to as “Users” or “you”, as applicable, for the purposes of these Terms of Use.


Before allowing Investors to invest and Entrepreneurs to be funded, VentureFin shall conduct a reasonable due diligence investigation through partnerships with select third party compliance firms.


The Site allows Investors to have access to a Proposal listed by an Entrepreneur by directly clicking on the [‘investment-related’] icon displayed on the Proposal page, and subsequently allows the Investor to disclose the amount of funds such Investor intends to transfer to the Entrepreneur (the “Investment Amount”), upon agreeing to the listed terms and conditions.  Subject to acceptance, in the event the Investor decides to invest in the Proposal by equity funding, the Investor shall become an indirect shareholder, member or partner holding a pre-specified proportion of the equity in the Entrepreneur’s company, and/or in the event the Entrepreneur seeks debt funding over a specified period of time and an Investor seeks to provide such debt funding in return for a specific return-on-investment, the Investor and Entrepreneur shall be bound by an agreement containing certain debt funding terms and conditions.  In order to invest in the Proposal either by equity or debt funding, the Investor shall follow a step-by-step process on the Site for application of Investor’s request to invest in the Proposal.  The contractual obligation between the Investor and the Entrepreneur legally binding both parties shall be formed and executed upon the Investment Amount being accepted and becoming fully funded.  Upon the Investment Amount being fully funded, VentureFin shall deduct its administrative fees and commissions.  In the event the terms of the investment in the Proposal are not accepted, the Investor’s funds shall be returned in full.


In addition, as part of the Service, VentureFin provides a place for Investors, Entrepreneurs, service-providers, and others to interact and share information. Through use of the Site, email, websites, and other media, the Service makes accessible various content, including but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, Proposals, other material and information, and associated trademarks and copyrightable works (collectively, “Content”).


WHAT WE DO NOT DO


VentureFin is not a registered broker, dealer, registered investment advisor, underwriter, or deal finder.  Instead, it is a funding portal for private investment opportunities.  VentureFin does not conduct any activity that would require registration with the Securities and Exchange Commission  (“SEC”) or the Financial Industry Regulatory Authority (“FINRA”) or with any other regulatory authority.


VentureFin does not buy or sell (nor solicit the purchase or sale of) securities for its own account or with a view to the distribution thereof, offer investment advice or advise on the raising of capital through equity proposals.  Investor will indirectly hold their equity in the Entrepreneur through a segregated portfolio of VentureFin. VentureFin does not recommend or otherwise suggest that any Investor make an investment of any type (including equity or debt funding) in any Proposal or in relation to any particular Entrepreneur, or that any Entrepreneur offer equity or debt funding opportunities to any particular Investor.


ACCEPTANCE OF TERMS


The Service is offered subject to acceptance of all of the terms contained in the Terms and Conditions and all other operating rules, policies, and procedures that may be published on the Site by VentureFin, all terms of which are incorporated by reference herein and may be updated at any time by VentureFin without notice.  Therefore, each time each User accesses the site, such User is advised to review the Site for any changes in terms and contact VentureFin or your legal advisor with any questions or clarifications.


ELIGIBILITY FOR USE OF THE SERVICE – INVESTOR


The Investor portion of the service is available only to individuals who are at least 18 years old and not U.S. Persons (as defined under Regulation S adopted by the Securities and Exchange Commission in the United States, as amended) nor residents of the Cayman Islands.  Prospective Investors shall provide proof of residency and any other documentation as required by VentureFin.  By using the Site, you are affirming that you are not a U.S. Person nor a resident of the Cayman Islands and that all information you submit is accurate and truthful.  VentureFin may, in its sole discretion, refuse to offer the service to any person or entity and VentureFin may, in its sole discretion, change its eligibility criteria at any time.


"U.S. Person" means:


(i) Any natural person resident in the United States;


(ii) Any partnership or corporation organized or incorporated under the laws of the United States;


(iii) Any estate of which any executor or administrator is a U.S. Person;
(iv) Any trust of which any trustee is a U.S. Person;


(v) Any agency or branch of a foreign entity located in the United States;


(vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;


(vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and


(viii) Any partnership or corporation if:

 

(A) Organized or incorporated under the laws of any foreign jurisdiction; and


(B) Formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act of 1933, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts.


ELIGIBILITY FOR USE OF THE SERVICE - ENTREPRENEUR


An Entrepreneur shall either be an entity that has filed a certificate of formation with the relevant country of incorporation or be a private entrepreneur authorized to conduct business activity in his or her country of activity.  To ensure that the Entrepreneur is authorized to use the Site, the Entrepreneur shall, upon VentureFin’s request, provide all relevant documentation regarding company formation, including but not limited to: operating or shareholder agreement, certificate of formation, bank account statement(s), home office location, office lease, utility bills, and any other documents deemed as necessary in VentureFin’s sole discretion.


A Proposal listed by an Entrepreneur on the Site shall include:


a) A description of the company, business plan, operating history, and intended use of the Proposal’s proceeds, not including compensation paid to executives and directors;


b) The identity of executive officers, directors, and managers, including their prior experience, and the identity of all persons owning more than 20% of any class of equity in the company; and


c) A description of the equity being offered and of any outstanding equity of the company, the amount requested in the Proposal, and the percentage ownership of the company represented by the offered equity.


d) A detailed risk disclosure statement readily available to potential Investors;


e) Current financial statements, certified by the principal executive officer as true and complete. If the Entrepreneur has access to financial statements for the prior three years, such documentation shall be provided to potential Investors as well.

 

MODIFICATION OF TERMS AND CONDITIONS


VentureFin reserves the right, exercised in its sole discretion, to modify or replace the Terms and Conditions, or change, suspend, or discontinue the Services (including, but not limited to, the availability of any feature, database, or Content) at any time and for any reason.  VentureFin may also impose limits on certain features and Services or restrict your access to parts or the entire Site without notice nor liability.  It is your responsibility to check the Terms and Conditions each time you access the Site for changes.  All such changes and modifications shall become a part of the Terms and Conditions and are automatically effective once posted on the Site.  The Terms and Conditions may not be orally amended.  You acknowledge and agree that your continued use of the Site following the posting of any changes to the Terms and Conditions constitutes acceptance of those changes.


CONDUCT


As a condition of use, you shall not use the Site for any purpose that is prohibited by the Terms and Conditions or any applicable law.  You are responsible for all of your activity in connection with your use of the Site.  Additionally, as a condition of use, Users shall not:


1.    post any material that is obscene, lewd, lascivious, pornographic, contains nudity or visual depictions of sexual acts, excessively violent, harassing, or otherwise objectionable;


2.    upload, post, email, transmit, submit, or otherwise make available through the Site any material or content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;


3.    take any action 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, including removing any copyright, trademark or other proprietary rights notices contained in or on the Site;


4.    post any content that disparages any Investor, Entrepreneur or VentureFin;


5.    post any content that you know is false, misleading, or inaccurate;


6.    use the Site in any tortious or unlawful manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress;


7.    use the Site for any illegal or unauthorized purpose;


8.    transfer or assign these Terms and Conditions, and any rights and/or licenses granted hereunder;


9.    access, tamper with, or use non-public areas of the Site or any other computer systems or networks connected to the Site;


10.    breach any of VentureFin’s security or authentication measures;


11.    gain unauthorized access to the Site, Services, any other VentureFin affiliated website or service, or the computer systems or networks connected to the Site through hacking, password mining or any other means;


12.    contact any party or Investor other than as allowed through the Site;


13.    use the Service to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under the Terms and Conditions;


14.    upload, post, email or transmit, or otherwise make available through the Site any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by applicable law or the Terms and Conditions;


15.    promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;


16.    post any content that constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;


17.    introduce any malicious software, viruses, worms, ‘Trojan horses’, or other harmful code on the site 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 VentureFin or any third party;


18.    impersonate any person or entity, including any employee or representative of VentureFin;


19.    circumvent, disable or otherwise interfere with security-related features of the Site or any other computer systems or networks connected to the Site.


20.    not to circumvent, disable or otherwise interfere with features that prevent or restrict use or copying of any material or Content or enforce Service or content-use limitations.

 

Additionally, Users shall not:


1.    take any action that imposes or may impose (as determined by VentureFin in its sole discretion) an unreasonable or disproportionately large burden or load on VentureFin’s or its third-party providers’ infrastructure;


2.    interfere or attempt to interfere with the proper working of the Service or any activities conducted related to the Service;


3.    bypass any measures VentureFin may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service);


4.    run Maillist, Listserv, or any form of auto-responder or “spam” on the Site; and


5.    use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.


Users shall not directly or indirectly:


1.    decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction;


2.    modify, translate, or otherwise create derivative works of any part of the Service; or


3.    copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.


Users shall abide by all applicable local, state, national, and international laws and regulations.


The Site may allow you to correspond or otherwise interact with other Investors who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations.  You acknowledge that such other Investors are not affiliated with nor controlled by VentureFin or its affiliates, and VentureFin cannot influence the investments, information, advice or services provided by them.  VentureFin and/or its affiliates shall not be responsible or liable for any loss or damage of any kind incurred as the result of any interactions between you and other Investors. Furthermore, if you provide any investments, information, advice or services to other Investors through the Site, you acknowledge that you are not affiliated with, nor controlled or influenced in any way by, VentureFin or its affiliates.


If you have a dispute with one or more Investors, you irrevocably and perpetually release and hold harmless VentureFin (and VentureFin’s affiliates, officers, directors, agents, subsidiaries, attorneys, joint ventures and employees) from claims, demands and damages of every kind and nature, known and unknown, arising out of, or in any way connected with, such disputes.  VentureFin reserves the right, to be exercised at any time, for any reason, and without notice, to:


1.    cancel, reject, interrupt, remove, or suspend a Proposal or Entrepreneur’s profile;


2.    remove, edit, or modify any Content, including, but not limited to, any Investor submission; and


3.    remove or block any Investor.


VentureFin reserves the right not to comment on or provide explanations for any of these actions and shall not, to the fullest extent permissible by law, be held liable for any losses or damages resulting from any of the foregoing actions taken in its sole discretion.


All content, whether publicly posted or privately transmitted, is the sole responsibility of the Investor and/or Entrepreneur, as applicable.  We may not monitor or control the content posted via the Site and, we take no responsibility for such content.  Any use or reliance on any content or materials posted via the Site or obtained by you through the Site is done so 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.  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 VentureFin 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.  The Site may include content such as advertisements or other content which may be targeted to Users on the Site, queries made through the Site or other information, and VentureFin shall not accept any liability for the placement of any such advertising or similar content on the Site or in connection with the display of content on the Site whether submitted by you or others.  VentureFin shall not be liable for any investment decisions made based upon such content.  Investors agree that any reliance upon any content or information distributed through, posted on, or accessed from the Site is at your sole risk.  


VentureFin is entitled to rely upon the information provided by its Investors and Entrepreneurs.  VentureFin cannot guarantee that Entrepreneurs on the Site will use the proceeds provided with respect to any Proposal in accordance with the stated purpose.


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 Investors or Entrepreneurs.  You represent and warrant that you possess the ownership interest and authority necessary to grant the rights granted herein to any content that you submit.


Users further agree that they are responsible for any unauthorized use of their respective password(s) that is made before you have notified us and we have had a reasonable opportunity to act on that notice.  VentureFin reserves the right at its discretion to suspend or cancel your account or password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.


Users are solely responsible for maintaining the confidentiality of their account and password and shall promptly report any unauthorized or suspicious activity in their account to VentureFin by email at [XXXX@XXXXXX.com].  You may also be liable for any losses incurred by VentureFin or others due to any unauthorized use of your account.  For additional information please see below [-].

 

REGISTRATION

 

As a condition for using the Site, Users will be required to register with VentureFin and provide an e-mail address (such address constituting ‘Investor Name’ or ‘Entrepreneur Name’, as applicable) and password.  Users shall provide accurate, complete, and updated registration information.  Users are solely responsible for updating any and all pertinent registration information.  Failure to do so shall constitute a breach of the Terms and Conditions, which may result in immediate termination of your account.  Users shall not use as an Investor Name, domain name, Entrepreneur name, or Entrepreneur profile name or any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene.  VentureFin reserves the right to be exercised in its sole discretion to refuse registration of, or cancel, an Investor Name, domain name, Entrepreneur name, and Entrepreneur profile name.  Users are solely responsible for activity that occurs on their account and shall be responsible for maintaining the confidentiality of their password for the Site.  Users shall never use another Investor account without the other Investor’s express permission.  Users will immediately notify VentureFin in writing of any unauthorized use of their account.  Users shall be responsible for any losses caused to VentureFin and other Investors by any use of their account, both unauthorized and authorized.  Users acknowledge and agree that to access certain content on the Site, Users will be required to register with the Site.

 

REPRESENTATIONS AND WARRANTIES

 

By using this Site and/or participating in any Proposal, you represent and warrant that you satisfy all applicable eligibility requirements in relation to that Proposal.  You represent and warrant to VentureFin, as of the date of each use of the Site, that:

 

(a)    you have the legal competence and capacity to execute and perform the Terms and Conditions and you have duly authorized, executed and delivered these Terms and Conditions;


(b)    in connection with these Terms and Conditions you have complied in all material respects with applicable laws and


(c)    if you are entering into these Terms and Conditions on behalf of a coporation, partnership, limited liability company, trust or other entity, you represent and warrant that:


a.    you have all necessary power and authority to execute and perform these Terms and Conditions on such institution’s behalf;


b.    the execution and performance of these Terms and Conditions shall not violate any provision in such institution’s constituent documents; and


c.    the execution and performance of these Terms and Conditions shall not constitute or result in a breach or default under, or conflict with any order, ruling or regulation of any court or other governmental commission or agency, or other undertaking to which it is a party or by which it is bound.

 


DISCLAIMER OF WARRANTY

To the fullest extent permissible by law, 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.  USERS 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, VENTUREFIN EXPRESSLY DISCLAIMS 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.  VENTUREFIN AND ITS AFFILIATES AND EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS.  YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK.


VentureFin does not warrant that the Site will meet your requirements, and VentureFin explicitly advises you that all or part of the Content may be inapplicable to or inappropriate for your particular circumstances.  Therefore, you are advised to consult with an appropriate legal, accounting, or other professional advisor prior to your use of, or reliance on any of the Content.  VentureFin is under no obligation to and does not undertake to update nor verify the completeness, accuracy or correctness of any Content.


VENTUREFIN DOES NOT RECOMMEND ANY INVESTMENT OPPORTUNITIES SPECIFICALLY TO OR FOR ANY INVESTOR NOR ENDORSE THEIR SUITABILITY FOR INVESTMENT BY ANY SPECIFIC INVESTOR.


VentureFin has no special relationship with nor any fiduciary duty to the Site’s Users.  Users acknowledge that VentureFin has no duty to take any action regarding any of the following: which Investors gain access to the Site; what Content Investors and Entrepreneurs access through the Site; what effects the Content may have on Investors and Entrepreneurs; how Investors and Entrepreneurs may interpret or use the Content; or what actions Investors and Entrepreneurs may take as a result of having been exposed to the Content. VentureFin cannot guarantee the authenticity of any data or information that Investors provide about themselves or their Proposal, and relating to Entrepreneurs.  You hereby release and hold harmless VentureFin 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.  VentureFin makes no representations concerning any Content on the Site, and VentureFin is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Site.


VENTUREFIN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE (INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE, NON-PERFORMANCE, DEFECTIVE PERFORMANCE OR MALICIOUS PERFORMANCE THEREOF) ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED SERVICES (INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE, NON-PERFORMANCE, DEFECTIVE PERFORMANCE OR MALICIOUS PERFORMANCE THEREOF) AND VENTUREFIN WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.


NO ADVICE OR SOLICITATION


VentureFin’s site is a restricted crowdfunding portal and VentureFin is otherwise not a broker, dealer, registered investment advisor, finder nor underwriter, and does not conduct any activity that would require compliance with the Securities Act of 1933, or registration with the SEC or FINRA or with any other regulatory authority.


None of the information contained in the publicly available or the restricted portions of the Site constitute a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service.  The information contained on the Site has been prepared without reference to any particular Investor’s investment requirements or financial situation.


Users acknowledge that they are not relying on VentureFin or any of its affiliates, officers, directors, partners, agents or employees in making an investment decision.  Users should consider seeking the advice of a qualified professional before making decisions regarding their business or investments.  VentureFin does not endorse any investments and shall not be responsible or liable in any way to any party for any transactions Users enter into through the Site.  VentureFin and its affiliates, officers, directors, partners, agents or employees shall not be liable for any loss or damages of any sort incurred as a result of any interactions between Entrepreneurs and Investors.


While some of the content on the Site may relate to legal, tax, investment, or accounting matters, neither VentureFin nor any of the professionals providing content on the site are providing professional advice to you, and you acknowledge that there is no professional relationship between you and any of the same, unless you and such party expressly agree otherwise.  VentureFin is not a licensed broker-dealer and does not offer investment advice.  Featuring of any Entrepreneurs on the Site does not constitute endorsement by VentureFin nor representation of the quality of any potential investment.  VentureFin does not endorse any Entrepreneur.

 

INVESTOR PLATFORM RULES

 

By applying for access to the Investor section of the Site, you represent that you understand risk and are willing and able to bear the consequences.  You shall act responsibly when using the Investor section of the Site, and you shall conduct yourself in a professional manner in all your interactions with VentureFin, its affiliates and any Investor of VentureFin.  If you are not sophisticated enough to protect your own interests, then you should not access the Investor section of the Site.  You are strongly advised to consult appropriate professional advisors prior to investing.


QUALITY STANDARDS


Users represent and warrant that all content provided to VentureFin to post on the Site meet certain standards to ensure the quality of its platform and the integrity of its social network.  To this end, as applicable, materials submitted by Users shall:


a) contain all information for completion of required fields and data;


b) be presented in a professional manner with visual clues and professional formatting;


c) not contain any untrue statement of a material fact or omit to state a material fact;


d) not contain any confidential information;


e) contain clear data presentation;


f) present a complete and accurate view of the Investor;


g) present a complete and accurate view of the Entrepreneur;


h) present a complete and accurate view of the Proposal;


i) present a complete and accurate view of the related team, advisors and Investors;


j) present a clear pitch and deal summary;


k) have and maintain an updated Entrepreneur profile on VentureFin;


l) have founders and team members with full profiles;


m) be clear and concise;


n) use proper grammar, punctuation and spelling; and


o) generally exercise the utmost professionalism appropriate to the Site and proposed transaction(s);

 

INVESTMENTS


You agree to the following:

 

(a) you shall use your own reasonable judgment before making any decision to invest, or to accept an investment, involving what is to you a material amount of money;


(b) you shall be solely responsible for complying with all applicable laws regarding any transaction;


(c) you shall obtain such professional advice as is appropriate to protect your interests, including legal, financial, accounting and other advice;


(d) you acknowledge and agree that VentureFin is relying on your representations, warranties and agreements herein as a condition to allowing you access to the Site; and


(e) you shall not claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through the Site or VentureFin, other than content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on the Site or available from VentureFin.

 

VentureFin may not support Users who are simultaneously running campaigns on other crowdfunding platforms.

 

Entrepreneurs acknowledge and agree that by submitting a Proposal on VentureFin, that the Entrepreneur is representing and warranting that the Entrepreneur possesses full rights to produce, sell or promote the products and services in which it engages and for which it is seeking funding.  Entrepreneur agrees to indemnify and hold harmless VentureFin (including its affiliates) from any and all claims, threats, allegations, or suits related to the failure of an Entrepreneur to own the rights to produce, create, distribute, sell or otherwise transact in its goods and services.

 

VentureFin reserves the right to reject, cancel, interrupt, remove, or suspend a Proposal at any time and for any reason.  VentureFin is not liable for any damages as a result of any such actions.

 

VentureFin is not liable for any damages or loss incurred related to the Proposal or any other use of the site.  VentureFin does not guarantee the completion of any Proposal stated to be undertaken by any Entrepreneur or warrant the outcome or success of any Proposal or of any Entrepreneur.  VentureFin does not endorse any Investor submissions or Investor content.

 

An Entrepreneur may request that an Investor sign a non-disclosure agreement (“NDA”) prior to viewing Entrepreneur’s relevant company information.

 


FEES AND PAYMENTS


Joining VentureFin is free.  However, we do charge fees for certain services.  When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged.  Changes to fees are effective after we provide you with notice by posting the changes on the Site.  You are responsible for paying all fees and taxes associated with your use of the Site.


VentureFin may, now or in the future, charge fees for the use of the Site or certain features thereof.  You agree to pay VentureFin all applicable fees for the services purchased on or through the Site under your account at the then-current rates for such services (including any applicable taxes).  Service fees will be billed at the time you purchase any applicable services.  Unless otherwise communicated to you by VentureFin in writing, all fees and charges are nonrefundable.  VentureFin may change the fees for the use of the Site, or any service or feature provided thereon, or add new fees or charges, at any time.  For any change in fees for services purchased under your account, VentureFin will send you a notice of such change in advance of such change (via email or a message posted on the Site).


VentureFin will bill all applicable charges through the payment method specified in your account (for example, by a charge to the supplied credit card or by electronic funds transfer).  If you pay any applicable fees with a credit card, VentureFin may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.  You hereby authorize such credit card account to pay any amounts described herein, and authorize VentureFin to charge all sums described herein to such credit card account.  You agree to provide VentureFin updated information regarding your credit card and account upon VentureFin’s request and any time the previously provided information becomes no longer valid.


THIRD PARTY CONTENT


Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (“Third Party Content”).  VentureFin does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness.  You acknowledge and agree that VentureFin is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content.  Users use such Third Party Content at their own risk.


CONTENT AND LICENSES


You agree that the Site contains content provided by VentureFin and its partners and Users and that the content may be protected by copyright, trademarks, service marks, patents, trade secrets, or other rights and laws.  You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any content accessed through the Site.


PROPRIETARY RIGHTS


VentureFin or its licensors own and retain all proprietary rights in the Site, its logo, and all material and information posted thereon.  The Site contains the copyrighted material, trademarks and other proprietary information of VentureFin and its licensors.  You may not alter, modify, publish, distribute, publicly display or sell any content or other such proprietary information, or otherwise copy or transmit any content or other such proprietary information without the express written permission of VentureFin.


In addition, to the extent you receive information from VentureFin or its Users with respect to any investment activity on the Site, you may not further disclose or otherwise provide such information to any other party in any way that allows a personal identification of such User.  You agree that VentureFin may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any content violates the rights of third parties, including intellectual property rights; (c) enforce the Terms and Conditions and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of VentureFin, its Users, or the public.


By using and accessing the Site, you agree to keep all information you learn about companies and investment opportunities on the site private and confidential, unless such information is readily available to the public.


COPYRIGHT NOTIFICATIONS


VentureFin will remove infringing material if properly notified that such content infringes copyright.  


If you believe that your work has been copied in a way that constitutes copyright infringement, please notify VentureFin’s Copyright Agent in writing at the details listed below.  Your notice must contain the following information:


a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;


b) a description of the copyrighted work that you claim has been infringed;


c) a description of the material that you claim to be infringing, and a description of where the material that you claim is infringing is located on the site, sufficiently detailed for VentureFin to locate the material;


d) your address, telephone number, and email address;


e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and


f) a statement by you that the information in your notice is accurate and, under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner’s behalf.

 

If you believe that your work has been removed or disabled by mistake or due to misidentification, please notify VentureFin’s Copyright Agent in writing at the details listed below.


Your counter-notice must contain the following information:


a) a physical or electronic signature of the Investor relating to the Services;


b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;


c) a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and


d) the subscriber’s name, address, telephone.

 

If you fail to comply with these notice requirements, your notification or counter-notification may not be valid and may not be executed.


Our designated Copyright Agent for notice of alleged copyright infringement is:


[Venturefin]
[info@venturefin.com]

 

Allegations that other intellectual property rights are being infringed should be sent to [info@venturefin.com].  VentureFin may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property violations.  You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party will be referred to the competent authority of the jurisdiction.
UNDER ALL APPLICABLE LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.


TERMINATION


VentureFin may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account.  You agree that in the event of such a termination, VentureFin will not be responsible or liable for any losses or damages whatsoever. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid to VentureFin are non-refundable.  All provisions of the Terms and Conditions that by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.


VentureFin reserves the right, without cause or notice to you, to terminate or suspend your access to some or all of the Site, effectively immediately, if you engage in activities that we conclude, in our sole discretion, breach any terms and conditions contained in the Terms and Conditions.  VentureFin reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request.


If VentureFin determines, in our sole discretion, that it is necessary, we will disable or take other related action concerning accounts that in our view are using excessive bandwidth or other system resources.  Upon any termination or expiration of your account or your access to the Site, whether by you or VentureFin, VentureFin may remove and discard all or any part of any content uploaded by you and such content may no longer be accessible by you.  VentureFin will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party.


Account termination 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 contacting VentureFin Customer Service at or by deleting your account and discontinuing your use of the Site.  Any fees paid to VentureFin are non-refundable, unless otherwise specified, and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Site incurred prior to such termination. All provisions of these Terms and Conditions that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.


INDEMNIFICATION


By accessing the Site, and by consenting to the Terms and Conditions, you shall defend, indemnify, and hold harmless VentureFin, its affiliates, and each of its affiliates’ directors, employees, managers, agents, contractors, partners, attorneys, and suppliers from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site and content, 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.  VentureFin reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with VentureFin in asserting any available defenses.  This defense and indemnification obligation will survive any expiration of any Terms and Conditions and your use of the Site.


LIMITATION OF LIABILITY


IN NO EVENT SHALL VENTUREFIN, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, ATTORNEYS, OR AGENTS, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY:


1. LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING);


2. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;


3. OFFENSIVE, INDECENT, OR OBJECTIONABLE CONTENT FROM A VARIETY OF SOURCES TO WHICH YOU ARE EXPOSED BY USING OUR SERVICE.  VENTUREFIN IS NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH CONTENT;


4. DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY;


5. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES;


6. UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;


7. LOSSES CAUSED BY ANY UNAUTHORIZED USE OF YOUR ACCOUNT.  YOU MAY BE LIABLE FOR THE LOSSES OF VENTUREFIN OR OTHERS DUE TO SUCH UNAUTHORIZED USE;


8. INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VENTUREFIN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;


9. DECISIONS OR INTERACTIONS RESULTING (DIRECTLY OR INDIRECTLY) FROM PARTICIPATIONS IN THE SERVICES OFFERED ON THE SITE;


10. ANY DAMAGES, COSTS, LOSSES OR EXPENSES INCURRED AS A RESULT OF (DIRECTLY OR INDIRECTLY) MAKING ANY DECISIONS OR COMMITMENTS IN RESPECT OF ANY PROPOSAL OR EQUITY FUNDING OR DEBT FUNDING OF ANY ENTREPRENEUR.  IN NO EVENT SHALL VENTUREFIN BE LIABLE TO EITHER THE INVESTOR OR THE ENTREPRENEUR FOR ANY DIRECT OR INDIRECT DAMAGES, COSTS, LOSSES OR EXPENSES, INCLUDING ANY LOST CAPITAL, LOST PROFITS OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM ANY USER’S USE OF THE SITE OR PARTICIPATION IN ANY SERVICES ON THE SITE.

 

VentureFin makes no guaranty, warranty or representation of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site.  VentureFin shall not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on VentureFin’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.


THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.  THIS LIMITATION OF LIABILITY ALSO APPLIES WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN VENTUREFIN AND RECEIVED THROUGH THE SERVICES OR ANY LINKED SITES.  IN NO EVENT SHALL VENTUREFIN’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’ OR SUPPLIERS’ LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OR YOUR USE OF THE SERVICE OR YOUR INTERACTION WITH OTHER INVESTORS (WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT OF THE FEE PAID BY YOU, IF ANY, FOR ANY ACCESS TO OR USE OF THE SERVICE OR ANY PART THEREOF, OR ONE HUNDRED AND FIFTY DOLLARS, WHICHEVER IS GREATER.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  IN SUCH CASES, VENTUREFIN’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.


BY USING THE SITE AND RELATED SERVICES, YOU AGREE TO RELEASE VENTUREFIN FROM ANY LIABILITY WHATSOEVER OTHER THAN AS EXPLICITLY ACCEPTED BY VENTUREFIN IN THESE TERMS AND CONDITIONS, AND WAIVE ANY AND ALL CAUSES OF ACTION RELATED TO ANY CLAIMS, COSTS, INJURIES, LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SITE OR ANY CONTENT POSTED ON THE SITE OR TRANSMITTED TO, OR ANY INTERACTIONS BETWEEN YOU AND ANY OTHER USER OF THE SITE.  


GOVERNING LAW – ARBITRATION


All provisions will be construed in accordance with and governed by the laws of England and Wales without reference to its rules regarding conflicts of law.  All disputes arising out of or related to the provisions herein or the use of the Site or the content will be resolved by final and binding arbitration in Dubai, UAE before one neutral arbitrator in DIFC-LCIA (“DIFC-LCIA”). You consent to the personal jurisdiction of the DIFC-LCIA, and you agree that arbitration at the DIFC-LCIA is the sole venue for the resolution of any dispute between you and VentureFin, although VentureFin reserves the right to bring proceedings against you for the breach of any of the Terms and Conditions in your country of residence or any other relevant country.  Any dispute will be resolved under the then-applicable DIFC-LCIA rules and procedures. Arbitration costs and reasonable attorneys’ fees and costs of both parties shall be borne by the party that ultimately loses as determined by the arbitrator, who is to be selected by mutual agreement of the parties.  An award by the arbitrator may be entered by any party in a court of competent jurisdiction.  IN AGREEING TO ARBITRATE, YOU ARE GIVING UP YOUR RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY.


ELECTRONIC DELIVERY – NOTICE POLICY – CONSENT


By using the Services, you consent to receive from VentureFin all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, “Contract Notices”) electronically. VentureFin may provide the electronic Contract Notices by posting them on the Site or directly emailing them to an email address you provide in the registration process. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Site.


Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents.  The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing.  If you sign electronically, you represent that you have the ability to access and retain a record of such documents.  You shall be solely and fully responsible for understanding these documents and agree to conduct business by electronic means.  You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of the Terms and Conditions in any proceeding or legal process arising out of the Terms and Conditions.


You warrant and represent that you have a suitable computer with internet access, an email address and the availability to download, save and/or print communications and retain a record of such communications.  You shall be solely responsible for maintaining such equipment and services required for online access.


INTEGRATION AND SEVERABILITY


The Terms and Conditions, together with any terms and conditions contained in any additional agreements and any other legal notices published by VentureFin on the Site, shall constitute the entire agreement between you and VentureFin concerning the Site and supersedes all prior or contemporaneous communications, agreements and understandings between VentureFin and you with respect to the subject matter hereof.  To the extent the Terms of Use conflict with the terms of our Privacy Policy, the Terms of Use will control.  The Terms and Conditions shall not be assignable by you, either in whole or in part.  VentureFin reserves the right to assign its rights and obligations under the Terms and Conditions without restriction.  The failure of VentureFin to enforce any right or provision of the Terms and Conditions shall not constitute a waiver of future enforcement of that right or provision.  The waiver of such right or provision may only become effective upon written agreement signed by a duly authorized representative of VentureFin.  The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect.  If for any reason any provision of the Terms and Conditions, or any portion thereof, is deemed unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the Terms and Conditions, and the remainder of the Terms and Conditions will continue in full force and effect.  If any provision of the Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Terms and Conditions and will not affect the validity and enforceability of any remaining provisions.  A printed version of the Terms and Conditions shall be admissible in judicial or administrative proceedings.


MISCELLANEOUS


VentureFin shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond VentureFin’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.  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.  Except as expressly provided in the Terms,and Conditions there shall be no third-party beneficiaries to the Terms and Conditions.


Questions? Please email us at [info@venturefin.com].


Effective: [venturefin.com] 2016