Eureeca Crowdinvesting Terms Of Business - Investor

These Investor Terms of Business ("Investor Terms") are made and entered into between you as a prospective investor (“you” or “Investor”) and Eureeca Capital SPC ("Eureeca," "we," or "us"). These Investor Terms will govern all transactions whereby you commit to proposals (“Proposals”) by Entrepreneurs (as defined below) wishing to raise finance in return to the issuance to you, directly or indirectly, of equity securities ("Shares") listed on the eureeca.com website (the “Website”). Before you complete your registration as an investor, you must read and accept all of the terms and conditions in, and linked to, these Investor Terms, including the Eureeca Terms of Use governing use of the Website, the Eureeca Privacy Policy and the Eureeca Risk Disclosure.

1. Proposals.

Shares will be offered and sold through the Website pursuant to Proposals made by start-up and medium sized companies and their owners (collectively, the “Entrepreneurs” and each, an “Entrepreneur”), with each such Proposal being made pursuant to the terms, conditions and disclosures (including risk factor disclosures) for that particular Proposal (the "Proposal Terms"). For the purposes of these Investor Terms, Proposal Terms shall include the following (without limitation), all of which are accessible through the Proposal window on the Website:

  1. The “Investment Memorandum” (including risk disclosure) prepared by the Entrepreneur for purposes of the Proposal;
  2. The “Investment Agreement” prepared by the Entrepreneur setting the contractual framework for investment in the Shares;
  3. Formation documents of the special purpose entity (SPE”) through which Investors will be investing in the Shares (if any, and as further detailed in these Investor Terms).

You agree to read carefully and make sure that you understand and agree with the Proposal Terms for any Proposal before investing. You acknowledge that each Proposal involves a high degree of risk and that by choosing to commit amounts to invest in Shares in connection with any Proposal (such amounts, “Commitments”) you acknowledge that you are prepared and able to bear the risk of loss of your entire Commitment(s).

2. Resale Restrictions and Limitations.

You acknowledge that no registration statement has been, or will be, filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to any Proposal. You further acknowledge that the offer of Shares pursuant to any Proposal has not been registered or approved by any securities authorities in any jurisdiction. You acknowledge that you are legally able and authorised to participate in the purchase of Shares pursuant to the Proposal in accordance with the laws and regulations of your jurisdiction of residence. You acknowledge that any Proposal and offer of Shares by any Entrepreneur is made only in such jurisdictions where such an offer can legally be made.

Any Shares that you purchase (or invest in) in connection with a Proposal may be subject to selling restrictions in various jurisdictions. Eureeca 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 Shares or otherwise.

You understand that the offer contained herein has been made on a private basis between you and the Entrepreneur via the website. You understand that none of the Shares offered by Entrepreneurs will be listed on any securities exchange, that no trading market exists for the Shares, that it is uncertain whether any active trading market will ever develop for any Shares, that any trading of Shares must be conducted in accordance with applicable securities laws, and that you should therefore be prepared to undertake the risk of having to hold Shares indefinitely.

3.Investor Registration.

When registering as an Investor on the Website, you must also read and accept all of the terms and conditions in the Eureeca Terms of Use (which govern use of the Eureecas.com Website), the Eureeca Privacy Policy and the Eureeca Risk Disclosure (collectively, the Eureeca “Terms and Conditions”), all of which are accessible via the links at the end of these Investor Terms and the links at the bottom of the home page of the Website.

By registering as an Investor in order to become eligible to make Commitments with respect to the Proposals listed on the Website, you agree to be subject to, and to comply with, all of the provisions of these Investor Terms and the Eureeca Terms and Conditions.

When registering as an Investor, you will be required to provide certain information that will be used by administrators acting on our behalf to perform a Know-Your-Client check for the purpose of enforcing anti-money laundering rules and regulations and in order to eventually register your interest in the Shares. By registering, you represent and warrant that you are resident at the residence address that you have provided and that details of your nationality and other information are accurate. At this time, only non-US persons (persons who are not citizens or residents of the U.S., any corporation, partnership or other entity created or organised in or under the laws of the U.S. or any person falling within the definition of the term “U.S. Person” under Regulation S adopted by the Securities and Exchange Commission of the U.S. on 24th April 1990, as amended from time to time) are permitted to register as Investors on the Eureeca Website.

At the time when you register as an Investor, you must provide deposit account information to facilitate electronic transfers of funds between the Eureeca client account (the "Eureeca Client Account") and your designated deposit account (the "Investor Deposit Account"). You will not earn interest on funds held in the Eureeca Client Account is an account that was established for the benefit of Investors and Entrepreneurs and will hold all cash credited to Investor Accounts (as defined below) as well as fees and other costs and expenses deposited and/or advanced by Entrepreneurs in connection with their Proposal and its listing on our website.

Any information you are required to provide in order to register as an Investor will be handled in accordance with the Eureeca Privacy Policy. We may ask you to renew this information or confirm that it hasn’t changed from time to time at our discretion.

4. Activation of your Investor Account.

When you apply to register as an Investor you will also be asked to create a password that will be used to access your account. You must keep this password safe and not disclose it to others. We will inform you once the Know-Your Client check has been conducted based on the information you have provided and upon completion of this check your registration as an Investor will be activated. You will then be permitted to transfer funds to the Eureeca Client Account to be credited in your name (your “Investor Account”). Once such funds are cleared in the Eureeca Client Account, you will be permitted to use such funds to make cash commitments (“Commitments”) to invest in Proposals listed on the Website. We will have the right to limit the amount of funds that you are permitted to transfer to, or maintain in, the Eureeca Client Account; we will also have the right to accept or reject Commitments in whole or in part and/or limit the amount of Commitments that you are permitted to make in respect of any particular Proposal and in aggregate. We will make the foregoing decisions and determine any such limits in our sole discretion.

Funds credited to you in the Eureeca Client Account will remain at your sole disposal until a Commitment is made, whereupon the Commitment amount will be blocked as further detailed in these Investor Terms. You may request withdrawal of funds available in your Investor Account, and subject to reasonable prior notice, such withdrawal will be implemented through transfer of funds to your Investor Deposit Account.

5. Commitment to Invest in Shares.

Before making a Commitment in respect of any Proposal, you should carefully review all of the information disclosed in connection with the Proposal, which will include information with regard to the business of the Entrepreneur as well as the various Proposal Terms, which will include (without limitation), the percentage of Shares offered, the period during which the Proposal will remain open (the “Proposal Period”), the aggregate amount of funding being sought through the Proposal (the “Funding Target”) and the proposed use of such proceeds. You may ask questions to the Entrepreneur that has made the Proposal regarding the Proposal Terms and any other information by submitting the questions in accordance with the instructions set out on the Website.

You agree and acknowledge that an Entrepreneur may, at any time prior to the end of the Proposal Period in respect of their Proposal, amend the Proposal Terms to be more favorable to Investors (any such change, a “Beneficial Change”). Examples of a Beneficial Change would be an increase in the percentage or number of Shares offered or the offer of additional incentives such as free products. Entrepreneurs may not amend the Proposal Terms in any manner that would result in a reduction of the number or percentage of Shares offered or in any other manner that would reduce the benefit received by any Investor.

By making a Commitment in respect of any Proposal, you represent and warrant that you have read and understood the Proposal Terms and all the information disclosed with respect to the Proposal and have availed yourself fully of the opportunity to query any information that you are unclear on. Once you have made a Commitment in respect of any Proposal, the amount of such Commitment will be credited to the Proposal and will be deducted from the available balance of your Investor Account and you will be deemed to have accepted and agreed to the Proposal Terms. Once your Commitment has been so credited you may only cancel or withdraw the Commitment or reduce the amount of the Commitment in the following circumstances:

  1. When the Proposal Period in respect of the particular Proposal ends and then only if the Funding Target in respect of such Proposal is not met;
  2. If a change that is not a Beneficial Change is made to the Proposal Terms or if material information in connection with a Proposal is disclosed after you have made a Commitment to that Proposal. If you believe that such a change or further material disclosure has been made and wish to withdraw, cancel or reduce your Commitment, you should contact Eureeca at contactus@eureeca.com so that we can consider the matter.

EUREECA CLIENT ACCOUNT; PROVIDED, HOWEVER, THAT THE INVESTMENT AND THE FOREGOING DRAWS SHALL TAKE PLACE ONLY IF THE FUNDING TARGET IS MET DURING THE FUNDING PERIOD AND CLOSING IN RESPECT OF THE PROPOSAL OCCURS. EUREECA DOES NOT WARRANT OR GUARANTEE THAT ANY COMMITMENT MADE IN RESPECT OF A PROPOSAL WILL RESULT IN A SALE OF SHARES TO YOU AND WILL HAVE NO LIABILITY IF ANY PROPOSAL FAILS TO REACH ITS FUNDING TARGET, FAILS TO PROCEED TO CLOSING OR IS OTHERWISE TERMINATED.

6. Investment Agreement and Closing.

(a) Upon the Funding Target being met, and subject to further verification as deemed appropriate by Eureeca , the Investment Agreement posted in connection with the Proposal (the “Investment Agreement”) will come into full force and effect and will govern the relationship between the Investors in the Proposal (or the SPE acting for their account, if any) and the Entrepreneur. Notwithstanding that Eureeca may, for administrative purposes, be a party to this Investment Agreement, the Investor acknowledges and agrees that Eureeca will have no responsibility or liability for any rights or obligations contained in the Investment Agreement. Furthermore, Eureeca is not obligated to become involved in disputes between the Investors and the Entrepreneur over enforcement of the Investment Agreement and will not act in any capacity to defend or indemnify the Investors against any breach or default by the Entrepreneur. Notwithstanding this limitation, it is in Eureeca Eureeca’s interest to ensure that Entrepreneurs act in a legal manner and for the benefit of the Investors and we will therefore use reasonable efforts to assist Investors in the event of any default or breach by an Entrepreneur.

(b) As soon as reasonably practicable after the Funding Target in relation to a Proposal being met, and the Investment Agreement coming into effect, the Shares shall be issued to the Investors (“Closing”), either directly or through a special purpose entity (“SPE”), as further detailed in the Proposal Terms. If an SPE is used, the Entrepreneur Shares shall be issued to the SPE (acting for the account of the Investors collectively), and SPE shares (or similar instruments) will be issued to the Investors upon Closing, in the proportion of their Commitments to the Proposal. Usually, SPE shares are non-voting shares representing proportionate economic interests in the assets of the (i.e., the Entrepreneur Shares).

7. Client Account Disbursements.

The aggregate amount of Commitments made in respect of a Proposal will be disbursed from the Eureeca Client Account in the following manner, depending on whether the Proposal proceeds to Closing (as defined above) or is terminated:

(a) If the Proposal proceeds to Closing, then, upon the occurrence of Closing, an arranging fee of 7.25% (seven point twenty five per cent) of the aggregate Commitments (the “Eureeca Fee”) and a third-party administration fee (the “Administration Fee”), along with other fees, costs and expenses deposited by the Entrepreneur, will be transferred from the Client Account to a deposit account(s) designated for that purpose by Eureeca , and the net amount of the funds remaining in the Client Account will be transferred from the Eureeca Client Account ultimately to a deposit account designated for that purpose by the Entrepreneur.

(b) If the Proposal is terminated because the Funding Target has not been met prior to the end of the Proposal or if the Proposal is otherwise terminated in accordance with the terms of the Proposal or the terms of the Investment Agreement, then any Commitment made in respect of the Proposal will be canceled and funds in the amount of your Commitment will promptly be credited back to the Investor Account, without interest.

8. No Advisory Relationship. You acknowledge and agree that:

(a) The offer, sale and investment (directly or indirectly) in any Shares pursuant to any Proposal is an arm's-length transaction between you and the Entrepreneur;

(b) In connection with the offer, sale and investment in any Shares pursuant to a Proposal, Eureeca is not acting as your agent or fiduciary;

(c) Eureeca assumes no advisory or fiduciary responsibility in your favor in connection with the offer, sale and investment (directly or indirectly) in any Shares or in connection with any Proposal;

(d) Eureeca has not provided you with any legal, accounting, regulatory or tax advice with respect to the offer, sale and investment (directly or indirectly) in any Shares or in connection with any Proposal; and

(e) You have consulted your own legal, accounting, regulatory and tax advisers in respect of any offer, sale or investment hereunder.

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

Eureeca does not and will not at any time provide any financial, legal, tax or investment advice and nothing on the Website or in the information provided in connection with any Proposal will be construed or interpreted as financial, legal, tax or investment advice. You must consult with licensed financial, legal and tax professionals or advisors for any financial, legal or tax advice that you require. Eureeca is not a broker, dealer or underwriter in securities and will not represent, underwrite or sponsor any Proposal nor will it solicit investors on any Entrepreneur’s behalf. Eureeca acts only as a platform provider and all services offered by Eureeca are intended to facilitate use of the Website and should not be construed in any other manner.

10. Eureeca's Right to Verify Information and Terminate Proposals.

(a) Eureeca reserves the right to verify the accuracy and completeness of all information provided by Investors and Entrepreneurs in connection with Proposals. Eureeca also reserves the right to determine in its reasonable discretion whether a registered user is using, or has used, the Website illegally or in violation of any order, writ, injunction or decree of any court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the provisions of these Investor Terms or inconsistent with any other Eureeca Terms and Conditions. Eureeca may conduct its review at any time - before, during or after the making of a Commitment in connection with a Proposal or before or after the Closing of any Proposal. You agree to respond promptly to Eureeca's requests for information in connection with your registration and accounts with Eureeca and your Commitments made in respect of any Proposal.

(b) At any time prior to the Closing of a Proposal, Eureeca may, in its sole discretion, delay the Closing in order to enable Eureeca to conduct a pre-closing review to verify the accuracy of information provided by the Entrepreneur and Investors and to determine whether there are any irregularities with respect to the Proposal or the Commitments made in respect of the Proposal. Eureeca may cancel or proceed with the Closing, depending on the results of its pre-closing review. If the Proposal is canceled, the Proposal will be removed from the Website, all Commitments made in respect of the Proposal will be canceled, and the related funds will be credited back to each Investor Account.

(c) Notwithstanding the foregoing or anything to the contrary in these Investor Terms, you acknowledge and agree that Eureeca has no obligation to check or verify any of the information included in any Proposal and shall have no liability for any false, misleading, deceptive or inaccurate material included in any Proposal. Eureeca shall further have no liability or responsibility in respect of any Proposal or Commitments made in connection with any Proposal that are not compliant with applicable laws.

11. No Guarantee of Investment or Assurance of any Return on Investment.

EUREECA DOES NOT WARRANT OR GUARANTEE ANY RETURN ON YOUR INVESTMENT IN ANY SHARES THAT YOU COMMIT TO INVEST IN ON THE EUREECA WEBSITE. EUREECA DOES NOT WARRANT OR GUARANTEE THAT YOU WILL EVER BE ABLE TO RESELL YOUR INTEREST IN SUCH INVESTMENT, THAT YOU WILL BE ABLE TO RECOUP ALL OR ANY PART OF THE PURCHASE PRICE FOR SUCH INVESTMENT, OR THAT YOU WILL EVER MAKE A PROFIT ON SUCH INVESTMENT.

12. Restrictions on Use.

Except as provided in Section 16(c) below, you are not authorised or permitted to use the Eureeca Website to make Commitments in respect of Proposals or investments for someone other than yourself. You must be the named account holder or beneficiary of the Investor Deposit Account you designate for electronic transfers of funds, with authority to direct that funds be transferred to or from that account. Eureeca may in its sole discretion, with or without cause and with or without notice, restrict your access to the Eureeca Website.

13. Suitability Representations and Warranties.

By making a Commitment in respect of any Proposal, you represent and warrant that you satisfy all applicable suitability requirements and other requirements to invest in that Proposal. You also agree to provide any additional documentation reasonably requested by us to confirm that you meet applicable suitability standards. However, it is your responsibility to ensure that you meet suitability standards and we will not be liable in the event that you are subsequently deemed not to.

14. Other Representations and Warranties.

You warrant and represent to Eureeca, as of the date of these Investor Terms and as of any date that you make a Commitment in respect of any Proposal, that:

(a) You have the legal competence and capacity to execute and perform these Investor Terms and that you have duly authorised, executed and delivered these Investor Terms;

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

(c) If you are entering into these Investor Terms on behalf of a corporation, partnership, limited liability company, trust, or other entity ("institution"), you warrant and represent that

(i) you have all necessary power and authority to execute and perform these Investor Terms on such institution's behalf;

(ii) the execution and performance of these Investor Terms will not violate any provision in the institution's certificate of organization, memorandum and articles of association, by-laws, indenture of trust, partnership agreement, or other constituent agreement or instrument governing the formation or administration of your institution; and

(iii) the execution and performance of these Investor Terms will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking to which the institution is a party or by which it is bound.

15. Eureeca's Representations and Warranties.

Eureeca represents and warrants to you, as of the date of these Investor Terms and as of any date that you commit to invest in Shares, that:

(a) It is duly incorporated and is validly existing as an exempted segregated portfolio company in good standing under the laws of the Cayman Islands and has corporate power to enter into and perform its obligations under these Investor Terms; and

(b) These Investor Terms have been duly authorised and executed and when delivered by Eureeca will constitute the valid and binding agreement of Eureeca, enforceable against Eureeca in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws.

16. Prohibited Activities.

You agree that you will not do the following in connection with any Proposal, any Commitment made in respect of a Proposal, or any other transaction involving or potentially involving Eureeca or any Entrepreneur or the Eureeca Website;

(a) Represent yourself to any person, as a director, officer or employee of Eureeca or of any Entrepreneur unless you are such director, officer or employee;

(b) Propose or agree to accept any fee, bonus, kickback or other thing of value of any kind in exchange for your agreement to invest in Shares on the Eureeca Website;

(c) Engage in any activities that require a license under any applicable law or regulation in connection with any Proposal of Shares on the Eureeca Website; or

(d) Violate any applicable laws, including, but not limited to, securities laws applicable in your Jurisdiction, the Entrepreneur’s jurisdiction or in any jurisdiction in which Eureeca operates.

17. Termination of Registration.

Eureeca may, in its sole discretion, with or without cause, terminate your registration and these Investor Terms by giving you notice as provided below. In addition, upon our reasonable determination that you have violated the provisions of Section 18, have made a material misrepresentation in connection with these Investor Terms or application to register as an Investor, or have otherwise failed to abide by the terms of these Investor Terms, Eureeca may, in its sole discretion, immediately and without notice, take one or more of the following actions:

(a) Terminate or suspend your right to make Commitments in respect of Proposals or to otherwise use the Eureeca Website; or

(b) Terminate these Investor Terms and your registration with Eureeca.

Upon termination of these Investor Terms and your registration with Eureeca, any Commitments you have made shall terminate and will be cancelled immediately, but your right under these Investor Terms to interests in any Shares purchased prior to the effective date of the termination shall not be affected by the termination.

18. Indemnification.

In addition to your indemnification obligations set forth in the Eureeca Terms of Use, you agree to indemnify, defend, protect and hold harmless Eureeca and its officers, directors, stockholders, employees and agents against all claims, liabilities, actions, costs, damages, losses, demands and expenses of every kind, known or unknown, contingent or otherwise

(i) resulting from any material breach of any obligation you undertake in these Investor Terms, including but not limited to your obligation to comply with any applicable laws; or

(ii) resulting from your acts, omissions and representations (and those of your employees, agents or representatives) relating to Eureeca. Your obligation to indemnify Eureeca shall survive termination of these Investor Terms, regardless of the reason for termination.

19. Eureeca's Right to Modify Terms.

We may change these Investor Terms or the Eureeca Terms and Conditions at any time. When we do we will post the amended terms on the Website and notify you by email of material changes. Amended terms will take effect immediately for new registrants and 5 business days after posting for existing registrants. If you do not agree with any change that has been made you must terminate your registration and use of the Services prior to the end of this period as otherwise the amended terms will become effective and applicable to you. These Investor Terms may not otherwise be amended except in a writing signed by you and us.

You authorise Eureeca to correct obvious clerical errors appearing in information you provide to Eureeca, without notice to you, although Eureeca expressly undertakes no obligation to identify or correct such errors.

These Investor Terms, along with the Eureeca Terms and Conditions, represent the entire agreement between you and Eureeca regarding your participation as a prospective investor on the Eureeca Website, and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and Eureeca with respect to your involvement as a prospective investor on the Eureeca Website.

20. Notices.

All notices and other communications hereunder shall be given by email to your registered email address or will be posted on the Website, and shall be deemed to have been duly given and effective upon transmission or posting. All notices, required disclosures and other communications to you from the administrator, the bank or other party in connection with our services will be transmitted to you by email to your registered e-mail address. You can contact us by sending an email to contactus@eureeca.com. You also agree to notify us if your registered email address is changed, and you agree to update your registered residence address on the Website if you change your residence.

21. Confidential Information.

By entering into these Investor Terms, you agree not to disclose, except on a confidential basis to your legal and financial advisers exclusively for the purpose of rendering professional advice to you, any information which you receive or have received from Eureeca or through the Website that relates to any Proposal of Shares or relates to the business of any Entrepreneur ("Confidential Information"). You shall hold and maintain the Confidential Information in confidence for the benefit of the Entrepreneur that provided such Confidential Information. You shall not, without such Entrepreneur’s prior written approval, use for your own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the issuer, any Confidential Information.

The term " Confidential Information" shall exclude any information that, at any given time:

(a) Has been publicly disclosed by the issuer or by any third party through no fault of your own;

(b) You have received by some legitimate means other than from Eureeca or its representatives or from the Entrepreneur or its representatives; or

(c) The issuer has authorized you in writing to disclose.

22. Disclaimer.

Eureeca neither represents, warrants, covenants, guarantees nor promises any specific results from the use of the Eureeca Website or related services, including that any Commitment made in respect of any Proposal will result in Closing of that Proposal or that the interests in Shares that are acquired pursuant to any Proposal will have any value. Furthermore, Eureeca does not provide any financial, legal, tax or investment advice and does not have any responsibility with regard to the content, accuracy or completeness of any information offered in connection with a Proposal or otherwise on the Website.

EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THESE INVESTOR TERMS, THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE EUREECA SERVICES, AS WELL AS THE EUREECA SERVICES THEMSELVES, ARE PROVIDED “AS IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. THE INVESTOR ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF THE WEBSITE AND THE RELATED SERVICES.

23. Limitation on Liability and Waiver.

Eureeca will not be liable to the Investor for any action, including any fraud, misinformation or failure to achieve Closing in connection with any Proposal or any other action or wrongdoing engaged in by any Entrepreneur or third party.

The Investor understands that any and all decisions made with respect to Proposals are the Investor’s alone. Eureeca cannot and will not verify the accuracy of information provided by Entrepreneurs or other users of the Website. Eureeca will not be responsible or have any duty or obligation or liability for

(a) any decisions or interactions resulting (directly or indirectly) from participation in the services offered on the Website,

(b) any damages, costs, losses or expenses that any Investor incurs as a result (directly or indirectly) of making any Commitments in respect of any Proposal or purchasing any interests in Shares. In addition, other than as explicitly agreed in these Investor Terms, in no event will Eureeca be liable to the Investor 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 the Investor’s use of the Website or participation in any related services.

With respect to the Website and the related services, Eureeca assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications.

By using the Website and the related services, you agree to release Eureeca from any liability whatsoever other than as explicitly accepted by Eureeca in these Investor Terms, 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 Website or any content posted on the Website or transmitted to, or any interactions between, you and any Entrepreneur or third party user of the Website.

This limitation of liability and waiver shall be in addition to and shall not limit any other limitation of liability or waiver included in the Eureeca Terms and Conditions.

24. Miscellaneous.

You may not assign, transfer, sublicense or otherwise delegate your rights under these Investor Terms to another person without Eureeca's prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this Section shall be null and void. These Investor Terms shall be governed in all respects (including as to requirements of form) by the laws of the Cayman Islands.You agree that any claim or dispute you may have against Eureeca must be resolved in the courts of the Cayman Islands, although Eureeca reserves the right to bring proceedings against you for the breach of these Investor Terms in your country of residence or any other relevant country.Any waiver of a breach of any provision of these Investor Terms will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of these Investor Terms will not constitute a waiver of such term or condition. If any part of these Investor Terms is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Investor Terms shall continue in effect. The parties agree to execute and deliver such further documents and information as may be required in order to effectuate the purposes of these Investor Terms.

25. Complaints and Queries

Should an Investor have any complaints or queries about the services provided by Eureeca or this agreement, they are invited to contact Eureeca either via email on contactus@eureeca.com, or telephone on +44 207 256 4295 or by writing to the Head of Compliance at Level 17, Dashwood House, 69 Old Broad Street, London, EC2M 1QS

If you are unhappy with the way we have handled your complaint you refer your complaint to the UK Financial Ombudsman Service - contact details as follows: - 0300 123 9 123 or 0800 023 4567 FREE. You can read more about how to complain here: http://www.fca.org.uk/consumers/complaints-and-compensation

26. Financial Services Compensation Scheme

All registered customers of Eureeca have the potential (but not the inalienable right) to be compensated out of the Financial Services Compensation Scheme (FSCS) established and operated by the Financial Conduct Authority in the UK. Such compensation may be payable in the event that Eureeca should fail in the conduct of its Financial Conduct Authority regulated activities.

Please note that investors will NOT be able to claim under the Financial Services Compensation Scheme merely because an investee company on the Eureeca platform goes bankrupt or fails to meet its obligations to you as an investor.