TERMS OF SERVICE

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TERMS OF SERVICE

 

The VentureFin website (“Site”) is provided by VentureFin SPC, a segregated portfolio company registered in the Cayman Islands, having its registered address at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (“VentureFin”).  The following terms and conditions govern your use of [WWW.VENTUREFINCOM] (“Terms of Service”) for the use of the Site and all related services.  By using this Site and all related services, you agree to be bound by the Terms of Service, all applicable laws and regulations, the privacy policy, and all conditions and policies.


By using this Site and all related services you also agree to be additionally bound by the Terms of Use, Privacy Policy, Risk Disclosure, each as published on the Site (together with the Terms of Service, the “Terms and Conditions”) which are applicable, and hereby incorporated by reference into these Terms of Service, in absence of such clauses in these Terms of Service.  In the event of a conflict between these Terms of Service and the Terms of Use, the Terms of Service shall control.  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.

 


1. LEGAL TERMS AND DEFINITIONS


The Service


VentureFin is an online platform for individuals and companies seeking to raise funds for Proposals (“Entrepreneurs”) and for individuals and companies seeking to contribute to the Proposals created by Entrepreneurs (“Investors”).


Entrepreneurs


As an Entrepreneur, you are permitted to offer equity to Investors or obtain a loan from Investors for a certain agreed period of time and for an agreed payment of return-on investment.  Such offers constitute proposals for projects created by Entrepreneurs seeking funds via crowdfunding from Investors  (“Proposals”).  


Investors


As an Investor, you may qualify as an individual, organizations, or company that may contribute to Proposals prepared by Entrepreneurs via crowdfunding.  The Investor acknowledges that VentureFin does not provide advice nor any recommendation in relation to the suitability or quality of the Proposal investment.  The Investor acknowledges and agrees that the listing of a Proposal by VentureFin is not an indication of VentureFin’s approval of the Proposal and the Investor agrees it shall not take any inference from such listing.  The Proposals are primarily listings by early stage companies, which may make speculative statements and exaggerated claims, and you as an Investor, confirm that all information provided by Entrepreneurs should be considered in the context it is provided.


Funding


The Site allows Investors to fund Proposals via crowdfunding.  The Investor shall invest in an Entrepreneur’s Proposal by investing an agreed amount against equity in the Entrepreneur’s company (“Equity Funding”) or through a loan with terms and conditions mutually agreed upon by the Investor and Entrepreneur (“Debt Funding”).

Users


Users are all persons or companies that make use of the Site or related services (“Users”).


If you are acting on behalf of a legal entity, you warrant that you have the right to enter into agreements on behalf of such legal entity.


You are not eligible to use the Site or related services if you are under 18 years of age.


You are not eligible to use the Site or related services if you have previously been suspended from using the Site or related services (as an Entrepreneur or as an Investor) for any reason, or participating in other crowdfunding platforms for the same Proposal, until such time as a formal approval is granted by VentureFin to resume using the Site or related services.  We reserve (at any time, for any reason, without liability) the right to refuse use of the Site or related services and to stop, cancel, pause, or delete any Proposal.


Registration


Some parts of the Site shall only be accessible to registered Users. You can access your account by entering your username and password into the login fields on the Site homepage.  It is your sole responsibility to keep your registration data secure. You agree to notify VentureFin immediately if your account becomes compromised.  We reserve the right to terminate your account at any time due to breach of any portion of the Terms and Conditions.  In the case of non-compliance with the Terms and Conditions, or any other applicable policy and regulation, your accounts and/or campaigns may be temporarily suspended or permanently terminated, immediately and without notice, and without any liability to VentureFin.

 

 

2. TERMS AND CONDITIONS RELATED TO CROWDFUNDING FOR FUNDING


Crowdfunding for funding


Crowdfunding for funding implies that Entrepreneurs present their Proposals on the Site in order to apply for and receive funding from Investors.


Objective and timing


Each Proposal will be compliant with the Terms and Conditions, policies, relevant agreements, and principles of the Site.  The objective of the Proposal cannot be changed or altered once the Proposal has been fully funded.  The time period during which the Proposal is active is pre-determined at the creation of the Proposal.  In the event that a Proposal does not achieve its objective, all Investors that have contributed to a Proposal shall be reimbursed and refunded their entire respective contributions.


VentureFin Review Process


Prior to permitting any Proposal to be displayed publicly on the Site, VentureFin will review all Proposals by Entrepreneurs and conduct reasonable due diligence on the Entrepreneur, using a third-party compliance firm.


Commitments


An Entrepreneur shall meet all commitments stated in the Proposal, such as the production, quality, and delivery of all the products and services the Entrepreneurs will produce or render.  An Entrepreneur shall respond promptly and truthfully to all questions posed by Investors, VentureFin, or other involved parties.  If the Entrepreneur is unable to fulfill any of its commitments, it shall work with the Investors to reach a mutually satisfactory resolution.


It is the sole responsibility of an Investor to ask questions and verify the information presented by Entrepreneurs.  Any funding to a campaign is done at the sole discretion of the Investor.  VentureFin does not guarantee that funds will be used as promised by Entrepreneurs, although it is the Entrepreneurs’ obligation to conduct its activity in accordance with the Proposal’s specifications.


Crowdfunding investment agreement


At the time a Proposal is fully funded, a crowdfunding investment agreement will be instantaneously in full force and effect governing the relationship between the Investors in such Proposal and the Entrepreneur.  Notwithstanding that VentureFin may for administrative purposes be a party to such crowdfunding investment agreement, the Investor acknowledges and agrees that VentureFin shall have no responsibility nor liability for any rights and obligations contained in such crowdfunding investment agreement.  In addition, all parties agree that VentureFin shall not be obligated to become involved in any disputes between Investors and Entrepreneurs in relation to any terms of such crowdfunding investment agreement, and shall not act in any capacity to defend nor indemnify any Investor against any breach or default by an Entrepreneur.

 


3. PAYMENTS AND FEES


General


Setting up an account on the Site is free.  VentureFin does not charge set-up fees to Investors or Entrepreneurs, however VentureFin does charge fees to Entrepreneurs as a percentage of the funds they raise.  VentureFin’s fees shall be presented to Entrepreneurs on a case-by-case basis depending on the specific nature of each Proposal, provided such Proposals are deemed eligible and meet pre-set criteria.  For the avoidance of doubt, VentureFin’s fees shall be deducted from the total funding amount reached, such funded amount comprising the amount stated on the Site as having been raised in total by any single Entrepreneur at the time of closure of the Proposal. VentureFin’s fee is exclusive of, and does not include any, fees due to payment solution providers for the use of a payment solution system such as credit cards, PayPal, or any other payment system provider.

VentureFin charges an administrative fee on a case-by-case basis.  For the avoidance of doubt, the amount raised by Entrepreneur will be the total funded amount less the administrative fee charged by VentureFin.

 

Funding


Funding contributions shall be made via electronic bank transfer.  Entrepreneurs and Investors, as applicable, are the sole parties responsible for the accuracy of bank information included in or uploaded to the payment solution.  Entrepreneurs in particular are responsible for the accuracy of their personal information, Proposal information, and banking identification numbers (including BIC/ SWIFT codes).

Investors shall transfer funds to VentureFin from their own bank account by electronic bank transfer through the ‘Add Balance’ section of their individual Investor profile.  The funding contribution shall occur through an electronic bank transfer to VentureFin’s account and subsequently the Investor’s account shall be credited with the transferred funding amount upon completion of such transfer.  The process is as follows:

 

1. The Investor shall commence by proceeding to the ‘Add Balance’ page in their profile.

 

2. From this page, the Investor shall subsequently proceed to their personal bank’s online banking page and transfer funds electronically to VentureFin’s account.  Any required details for VentureFin’s account shall be available on the ‘Add Balance’ page in the Investor’s profile.

 

3. After the Investor has transferred the funds, they shall return to the ‘Add Balance’ page and input the details of the aforementioned transfer in the slots provided on the left side of the ‘Add Balance’ Page, to allow the transfer amount to be tracked by VentureFin.  

 

4. Upon VentureFin’s receipt of the transferred funds, VentureFin shall upload the funds to the Investor's VentureFin account from where they may proceed to invest in Proposals on the Site.

 

The Investor’s account with VentureFin shall constitute a special restricted funds account which shall be restricted to solely hold the Investors' funds and shall solely be permitted to either (i) release such funds to the Entrepreneur, or (ii) withdraw such funds to be returned to the Investor.

 

The only movement of funds to occur may be VentureFin's management fee deducted from fully funded proposals out of funds released to the Entrepreneur, the fees charged by any payment system processors, and funds returned back to Investors if the proposal is not fully funded.


The VentureFin management of funds will apply for Equity Funding or Debt Funding.  VentureFin represents and warrants that it will use commercially reasonable efforts to effectuate the funds and equity transfer activity in a correct and error-free manner.


Funding Options

 

1. Debt Funding

 

Entrepreneurs may choose to have their Proposals funded through (an) interest bearing loan(s).

 

Entrepreneurs must present their Proposal specifically requesting debt funding via a loan, proposing its terms and conditions to Investors.

 

Investors may decide to invest in Proposals by lending funds to Entrepreneurs.  Such loans must be presented in the form of a standard promissory note for a specified period of time with an agreed upon rate of interest, payment amounts, and maturity date.

 

Entrepreneurs will choose a loan amount, purpose of the loan, and post a loan listing.

 

Investors will review loan listings and invest in listings that meet their criteria.

 

Terms and conditions of any loan shall be mutually agreed upon by Investors and Entrepreneurs based on a standard contract VentureFin shall provide.  The Investor and Entrepreneur will not negotiate terms of the loan and the loan terms will be provided by the Entrepreneur on a take-it-or-leave-it basis.

 

The Investor shall transfer the agreed upon loan amount to VentureFin’s nominated special purpose entity (“SPE”) account which will distribute loan proceeds to the Entrepreneur minus amounts owed to VentureFin and any other third parties.  Entrepreneur shall make agreed upon payments, with agreed upon interest, directly to VentrureFin’s nominated SPE account, from which loan payments and all interest shall be distributed directly to Investors.

 

2. Equity Funding

 

Entrepreneurs may choose to have their Proposals funded by transferring equity (indirectly through the SPE, as described below) to Investors.

 

Entrepreneurs shall present their Proposal to potential Investors seeking the transfer of equity interest in exchange for funding by fully disclosing such  transaction’s terms and conditions.

 

By agreeing to fund a Proposal, the Investor irrevocably commits to invest in the equity in the amount chosen by Investor and authorizes the transfer of funds to fulfill its obligation.

 

VentureFin’s fee is to be drawn from the Entrepreneur’s account provided the funding target is met during the funding period and successful closing of the Proposal occurs.

 

An Investor may choose to acquire at least 2.5% equity in any Entrepreneur’s company in which it makes an investment, and by doing so it will obtain the liquidity option described below.  By acquiring less than 2.5% of a company’s equity, the liquidity option will not be available to the Investor.

 

The equity shall be transferred to the Investors through the SPE, which may be a separate segregated portfolio of VentureFin created for the relevant Proposal. Using the SPE, the Entrepreneur equity will be transferred to the SPE (acting for the account of the Investors collectively), and the SPE’s equity (or similar instruments) will be allocated to the Investors upon closing, in the proportion of their commitments to the respective Proposal.  Typically, SPE equity rights are classified as non-voting and represent proportional ownership interests in the assets of the funded company.

 

Investors shall have two opportunities to sell their equity, exercised at Investors’ sole discretion and option:

 

a) Three years after the proposal is fully funded; or

 

b) Six years after the proposal is fully funded.

 

Investors will have three weeks to make the decision to sell in advance of the date that the fully funded Proposal completes its the third year after the Proposal’s closing date. The same procedure will apply at the six year mark after the Proposal’s closing date.

 

The condition precedent for the exercise of this option is that Investors’ equity is valued higher than its value at the time the Investor acquired it.

 

An Investor may contact VentureFin to liquidate its shares, capital units, or partnership interests (as applicable) comprising the equity.

 

The Entrepreneur shall be granted the first option to acquire the equity.  If Entrepreneur decides not to exercise its option to acquire the equity, the Investor will have the opportunity to sell such equity by offering it on the Site.

 

The above two options are the sole options available for the Investor to liquidate its equity holdings in relation to Equity Funding.

 

Upon completion of a transfer of an Investor’s funds to VentureFin’s nominated SPE account, and transfer of equity to VentureFin’s nominated SPE account, Entrepreneur shall provide Investor with detailed quarterly financial statements fully disclosing status of Entrepreneur’s company, financial activity, expenditures, revenues, liabilities, and all other significant activity.  

 

In connection with the offer, sale and investment in any equity pursuant to a Proposal, VentureFin is not acting as Investor’s nor Entrepreneur’s agent or fiduciary.

 

VentureFin assumes no advisory or fiduciary responsibility to any Investor in connection with the offer, sale or investment (directly or indirectly) in any equities or in connection with any Proposal.

 

VentureFin will not provide Investors with any legal, accounting, regulatory or tax advice with respect to the offer, sale or investment (directly or indirectly) in any equity or in connection with any Proposal, and VentureFin expects Investors to have consulted their own legal, accounting, financial, regulatory and tax advisers in respect of any offer, sale or investment hereunder.

 

No Financial, Legal, Tax Advice, Financial Promotion or Underwriting Services


VentureFin shall not at any time provide any financial, legal, regulatory, tax or investment advice and nothing on the Site or in the information provided in connection with any Proposal will be construed or interpreted as financial, legal, regulatory, tax or investment advice.  Investors shall consult with licensed financial, legal, regulatory, tax and investment professionals or advisors for any financial, legal, regulatory, tax or investment advice that they may require.  VentureFin is not a broker, dealer, arranger or underwriter in securities and shall not represent, underwrite or sponsor any Proposal nor will it solicit Investors on any Entrepreneur’s behalf.


VentureFin acts only as a platform provider and all services offered by VentureFin are intended to facilitate the use of the Site and should not be construed in any other manner.


Transfer and Sale Equity Restrictions and Limitations


Investors acknowledge that no registration statement has been, or will be, filed with any securities authorities in any jurisdiction, with respect to any Proposal.  Investors further acknowledge that the offer of equity pursuant to any Proposal has not been registered with or approved by any securities authorities in any jurisdiction.


Users acknowledge that they are legally able and authorized to participate in the sale and purchase of equities pursuant to the Proposal in accordance with the laws and regulations of their respective jurisdiction. Users acknowledge that any Proposal and offer of equity made by any Entrepreneur is made only in such jurisdictions where such an offer can legally be made.

Any equity that an Investor may acquire (or invest in) in connection with a Proposal may be subject to selling restrictions in various jurisdictions.  VentureFin shall have no responsibility or liability in the event that any such selling restrictions apply whether due to any failure of an Entrepreneur to register the offering of any equity or otherwise.


Investors acknowledge that all transactions herein contemplated and entered into on the Site have been made on a private basis between you and the Entrepreneur via the Site as a private placement.  You understand that none of the equity offered by Entrepreneurs will be listed on any securities exchange, that no trading market exists for such equity, that it is uncertain whether any active trading market will ever develop for any such equity, that any trading of equity must be conducted in accordance with applicable securities laws, and that you should therefore be prepared to undertake the risk of having to hold the equity indefinitely.


Risk


VentureFin reiterates that there may be inherent risk involved with all Proposals. A crowdfunding project by its nature may be lost, never be realized, or may produce results that do not conform to communicated Proposal descriptions and specifications.  Entrepreneurs may initiate refunds in their own sole discretion. VentureFin shall not be responsible for issuing refunds for funds invested in Proposals.


VentureFin does not warrant or guarantee any return on Investors’ investment in any equity that Investors commit to invest in on the Site.  VentureFin does not warrant or guarantee that Investors will ever be able to resell their interests in such investment, that Investors will be able to recover all or any part of the value of such investment, or that an Investor will ever make a profit on such investment.


VentureFin shall not be liable to Investors or any third party for any direct damages, indirect damages, or any other damages of any kind including, but not limited to loss of profit, loss of income, loss of revenue, business interruption, goodwill losses arising out of, or in connection with, the Terms and Conditions or the use or inability to use the Site or related services.


The Entrepreneur shall be liable for any damages caused to VentureFin and any third party by the breach of the Terms and Conditions.  Additionally, the Entrepreneur will indemnify and hold harmless VentureFin for any costs or loss due to claims, legal and associated costs, damages, expenses and liabilities due to the breach of the Terms and Conditions, policies, or guidelines.


Entrepreneurs are not allowed to create a Proposal to raise funds for any Proposal that does not comply with all applicable laws and regulations, all conditions and policies, and the Terms and Conditions.  If an Entrepreneur is reasonably aware that its Proposal will claim to be able to perform unachievable, impossible, illegal, or highly unlikely actions or activities, the Entrepreneur shall refrain from commencing such a Proposal on the Site as it shall violate the Terms and Conditions.


Third party payment solutions


No third parties’ payments are available.


Taxes


Your taxation authorities may classify funds you raise via crowdfunding for funding as taxable income, to you and any beneficiary who will receive funds directly from your Proposal.  You are responsible for paying all fees and applicable taxes associated with the amounts you receive as an Entrepreneur.  We advise you to contact your accountant, regulatory, legal or financial advisor.  You are solely responsible for payment of any applicable fees or taxes owed in relation to the funding of your Proposal.


Governing Law


All provisions herein 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.


Disputes


VentureFin shall not resolve disputes between Entrepreneurs and Investors.  In the event of any dispute, such as an Entrepreneur’s alleged failure to comply with the Terms and Conditions or alleged failure in fulfillment of a Proposal, VentureFin may, in its sole discretion, provide the Entrepreneur’s contact information as well any agreements entered into with VentureFin, and any other information that may be of assistance, to the Investor.  An Entrepreneur shall respond promptly and truthfully to all questions posed to the Entrepreneur by Investors or VentureFin.  If the Entrepreneur is unable to fulfill any of its commitments, Entrepreneur shall work with any involved Investors to reach a mutually satisfactory resolution.  VentureFin may halt any funding Proposal, temporarily or permanently, in the event that the information Entrepreneur provides at any time to any party is deemed to be false, misrepresentative, fraudulent, unsubstantiated or in any way imperils the operation, safety or integrity of the Site or related services or its Users.


Electronic Signatures and Documents


By registering on the Site, you give your valid consent to the Terms and Conditions and all other documents and policies governing your relationship with VentureFin.  The use of an electronic version of the Terms and Conditions fully satisfies any requirement that such documentation be provided to you and/or signed in writing, and the electronic version of the Terms and Conditions is considered to be the true, complete, and enforceable record of our agreement, admissible in judicial or administrative proceedings as if the documents and records were in printed form.

You agree that VentureFin may provide you with an electronic copy of all documents and communications related to your use of the Site.

 

Language


In the event of a conflict between the Terms and Conditions and a foreign language version of VentureFin’s terms, the English language version of the Terms and Conditions will be controlling.  All disputes, claims, and causes of action (and any and all related proceedings) will be communicated in English.


Cooperation with authorities and police enforcement


VentureFin will cooperate with law enforcement authorities as required by law.  We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Site or related services when requested.


Entire agreement / Severability


If any provision of the Terms and Conditions, or other policies and guidelines, are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms and Conditions, which shall remain in full force and effect.  VentureFin’s failure to assert any right, or provision under the Terms and Conditions, shall not constitute a waiver of such right or provision. These Terms constitute the entire agreement between Investors and Entrepreneurs and VentureFin, and it supersedes all prior or later communications and proposals, irrespective of whether they are communicated via electronic mail, or any other written or oral communication. The Terms and Conditions may be modified solely by VentureFin by posting updates on its site or updating the Terms and Conditions at any time.  Users are advised to periodically review the Site’s Terms and Conditions to ensure they are aware of any revisions to the Terms and Conditions.  Users’ continued of the Site indicates their full and complete assent to all Terms and Conditions, policies, and provisions governing the Site and Users, as updated.