Eureeca Subscriber Terms Of Use - Website Terms And Conditions

Effective as of 10 March 2015

Welcome to the website operated by Eureeca Ltd ("Eureeca", “we” or “us”), a UK Limited company, whose place of business is Level 17, Dashwood House, 69 Old Broad Street, London, and which is authorised and regulated by the Financial Conduct Authority (firm no: 624555). These Terms of Use (the "Terms of Use") are a contract between you and Eureeca and governs all transactions between you and Eureeca, as well as your use of the Eureeca.com website and all related services offered by Eureeca (the "Services"). By using the eureeca.com website (the “Website”), you indicate that you have read and accept all of the terms and conditions in, and linked to, these Terms of Use, including the Privacy Policy. If you do not agree to these Terms of Use, please refrain from using this website.

ACCESS TO THE WEBSITE

Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services we provide without notice. We will not be liable if for any reason the Website is unavailable at any time or for any period. From time to time, we may restrict your access to some or all of the Website. You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these terms, and that they comply with them.

EUREECA.COM AND YOUR EUREECA ACCOUNT

About Eureeca. Eureeca manages the Website as a crowd-funding platform, allowing investors to make commitments to invest in small businesses, including start-ups. Entrepreneurs and small businesses list pitches on the Website in which they offer their securities to the prospective investors. The Website facilitates investment in such securities, and helps investors track their investment transaction history. Payments for securities are deposited directly into Eureeca’s client bank account for subsequent disbursement to the relevant entrepreneur if their pitch is successful in raising the required funding in accordance with its terms.

About Your Eureeca Account. When you register on the Website, you create a Eureeca account that allows you to interact with the Website and use the Services (an “Account”). By creating this Account, you represent that you are either: (i) an individual and wish to use the Services on your own behalf; or (ii) an individual authorized to use the Services on behalf of a corporation or other entity.

Eligibility. To be eligible to use the Services, you must be at least 18 years old. At this time, our Services cannot be used by US persons (which are defined as 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). Each investment product and service referred to on the Website is intended to be made available only to non – US persons, and is only available in jurisdictions where that investment product or service may lawfully be made available. You agree that you have all requisite authority to enter into and use the Services contemplated by these Terms of Use. The Website will not be considered a solicitation for or offering of any security, investment product or service to any person in any jurisdiction where such solicitation or offering would be illegal.

Your Information. You agree that the information you provide during the Eureeca registration process is current, accurate, truthful and complete, and you will regularly update this information to maintain its completeness and accuracy. You are responsible for maintaining the confidentiality of any account information that you use to access any feature on the Website, and also for logging off of your Account and any protected areas of the Website. Further, you are fully responsible for all activities occurring under your Account that result from your failure to use or maintain appropriate security measures. If you become aware of any suspicious or unauthorised conduct concerning your Account, you agree to contact Eureeca immediately. Eureeca will not be liable for any loss or damage arising from your failure to promptly notify us of such conduct.

Verification. Anti-money laundering regulations require that we obtain, verify and record information that identifies persons, entities or corporations seeking to open Accounts with us. You agree to provide Eureeca with all required information or documentation that permits us or agents acting on our behalf to perform Know Your Client checks on you. Any required information you provide to Eureeca may be subject to verification, including through the sharing of such information with third parties for this purpose. Your Account may be rejected, restricted or closed if Eureeca cannot verify required information.

Privacy. To create your Account, we may ask for certain information that allows us to comply with certain rules and regulations related to, among other things, suitability of investments and anti-money laundering. You can access and modify the information you provide to Eureeca and elect not to receive certain communications by signing in to your Account. For a complete description of how we use and protect your personal information, see our Privacy Policy.

Closing Your Account. You may ask Eureeca to close your Account by emailing contactus@eureeca.com. Closure of your Account will not affect any commitments to purchase securities that you may have made or any pitches that you may have posted on our Website and the terms and conditions relevant to such commitments or pitches will remain in effect. U.S. and UN Economic Sanctions. You represent that you, or the organisation for which you are acting as an authorised person, have not been designated by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") or the United Nations (“UN”) as a Specially Designated National or Blocked Person, you have no reason to believe that you would be considered a Blocked Person by OFAC or the UN, and you do not reside in a country that is subject to OFAC or UN sanctions. You also represent that, to the best of your knowledge, you are not employed by or acting as agent of any government, government-controlled entity or government corporation restricted under OFAC or the UN sanctions regimes. You understand that if your application violates OFAC or UN sanctions guidelines, your account may be declined or restricted from certain activity.

INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You must not print off copies or download any extracts from any part of the Website unless expressly authorised by us to do so. If you print off, copy or download any part of our Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

RELIANCE ON INFORMATION POSTED

Commentary and other materials posted on the Website are not intended to amount to financial, legal or tax advice. We are not liable or responsible for any reliance placed on such materials by you or anyone who you may inform of any of its contents.

CHANGES TO THE WEBSITE

We aim to update the Website regularly, and may change the content at any time. If the need arises, we may suspend access to the Website, or close it indefinitely. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

OUR LIABILITY

The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, our affiliates and third parties connected to us hereby expressly exclude:

  • All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
  • Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Website site or in connection with the use, inability to use, or results or the use of the Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
  •  Loss of income or revenue;
  • Loss of business;
  • Loss of profits or contracts;
  • Loss of anticipated savings;
  • Loss of data;
  • Loss of goodwill;
  • Wasted management or office time; and
  • for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraud or fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

ELECTRONIC SIGNATURES AND DELIVERY OF DOCUMENTS

Electronic Signatures. By completing a Eureeca Account online application, you give your valid consent to these Terms of Use and all other documents governing your relationship with Eureeca. The use of an electronic version of the Account documents fully satisfies any requirement that they be provided to you and/or signed in writing, and the electronic version of these Terms of Use and any other agreement is considered to be the true, complete and enforceable record of our agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You are solely responsible for reviewing and understanding all of the terms and conditions of these documents, and you accept as reasonable and proper notice, for the purpose of any laws, rules and regulations, notice by electronic means. You may access and retain a record of the documents you electronically sign through Eureeca.com.

Electronic Delivery of Documents. You agree that Eureeca will provide you with an electronic copy of all documents and communications related to your Account, for example, commitment confirmations and closing confirmations. When documents related to your Eureeca Account are available, we will send a notice to the email address you have provided, and you will be able to view the documents at any time by visiting Eureeca.com and signing in to your Account.

USER RESTRICTIONS

Restricted Activities. In connection with your use of the Website, your Account, or the Services, or in the course of your interactions with Eureeca, you agree that you will not:

  • Breach these Terms of Use or any other agreement that you have entered into with Eureeca (including any Eureeca policies).
  • Violate any law, statute, ordinance, or regulation.
  • Infringe Eureeca's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
  • Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
  • Post comments that are false, inaccurate, misleading, defamatory, or contain libelous content.
  • Post comments containing personal information, including without limitation, telephone numbers, street addresses, and last names.
  • Provide false, inaccurate or misleading Information.
  • Pay for your transactions with fraudulent funds or with what we reasonably believe to be potentially fraudulent funds.
  • Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.
  • Use an anonymizing proxy.
  • Control an Account that is linked to another Account that has engaged in any of these restricted activities. We may use evidence other than the Account information to determine whether you control an Account in someone else's name, including but not limited to IP addresses, common business names, phone numbers and mailing addresses.
  • Use the Services in a manner that results in or may result in complaints, disputes, claims, fees, fines, penalties and other liability to Eureeca or you.

Access and Interference. Much of the information on our Website is updated on a real-time basis and is proprietary or is licensed to Eureeca by third parties. You agree that you will not:

  • Use any robot, spider, scraper or other automated means to access the Website for any purpose without our express written permission.
  • Attempt to obtain unauthorised access to any features of this website, or to any other protected materials or information, through any means not intentionally made available to you by Eureeca.
  • Take any action that may impose (in our sole judgment) an unreasonable or disproportionately large load on our infrastructure.
  • Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the Website without the prior expressed written permission of Eureeca and the appropriate third party, as applicable.
  • Interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website.
  • Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, or surreptitiously intercept or expropriate any system, data or information.
  • Use any device, software or routine to bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
  • Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers.

YOUR LIABILITY AND ACTIONS WE MAY TAKE

Your Liability. You are responsible for all claims, fees, fines, penalties and other liability incurred by Eureeca or any third party caused by or arising out of your breach of these Terms of Use or your use of the Services. You agree to reimburse Eureeca or any third party for any and all such liabilities.

Actions We May Take. If you engage in any restricted activities, we may take various actions to protect Eureeca from claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

  • We may close, suspend, or place restrictions on your EureecaAccount.
  • We may update inaccurate information you provided us.
  • We may remove user comments that do not comply with these Terms of Use..
  • We may refuse to provide the Services to you in the future.
  • We may take legal action against you.

Whether we decide to take any of the above steps, remove content, or refuse to provide Services, we do not monitor, and you agree we will not be subject to liability for monitoring, the Website.

Account Suspension or Restriction. Eureeca, in its sole discretion, reserves the right to terminate these Terms of Use or access to the Website or the Services. We also reserve the right to suspend or place restrictions on your Account for any reason and at any time upon notice to you. Account restrictions may include a limitation on the dollar amount of transactions we will accept from your Account. If your Account is suspended, you will be unable to list pitches or make commitments and we will not issue any payments to you. If we suspend or place restrictions on your Account, we will provide you with notice and opportunity to request reconsideration, if appropriate.

NO WARRANTY

General. Eureeca and our agents, employees, affiliates and suppliers provide the Services "as is" and without any warranty or condition, express, implied or statutory. Eureeca and our agents, employees, affiliates and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Eureeca does not guarantee continuous, uninterrupted or secure access to our Services, and operation of our Website may be interfered with by numerous factors outside of our control. In states that do not allow the disclaimer of implied warranties, the disclaimers provided in this Section may not apply to you. This Section gives you specific legal rights and you may also have other legal rights that vary from state to state.

Third Party Data. To the fullest extent permitted under applicable law, Eureeca makes no representation or warranty, express or implied, with respect to any third party data provided to Eureeca or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. Eureeca will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (i) any such inaccuracy, error, delay or omission, (ii) third-party non-performance, or (iii) interruption in any such third party data due either to any negligent act or omission by Eureeca or "force majeure" or any other cause beyond reasonable control of the Eureeca.

Processing of Payments. Eureeca will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts are processed in a timely manner, but Eureeca makes no representations or warranties regarding the amount of time needed to complete processing because our Services are dependent upon many factors outside of our control, such as delays in the banking system.

INDEMNIFICATION

You agree to defend, indemnify and hold Eureeca and its officers, directors, agents and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of these Terms of Use and/or your use of the Services.

INTELLECTUAL PROPERTY RIGHTS

"Eureeca" and "Eureeca.com" are trademarks and trade names of Eureeca Capital SPC. All page headers, logos, graphics and icons are protected to the extent allowed under applicable laws. All other designated trademarks and brands are the property of their respective owners. You may not copy, imitate or use any of Eureeca's intellectual property without our prior written consent.

REPORTING INTELLECTUAL PROPERTY INFRINGEMENT

Eureeca respects the intellectual property of others. You may not post content that infringes on the rights of third parties, including but not limited to intellectual property rights such as copyright, trademark and right of publicity. We reserve the right to remove content where we have grounds to suspect a violation of these terms, our policies or any party's rights. If you believe that your rights have been violated, please notify us by contacting us on contactus@eureeca.com

GOVERNING LAW AND DISPUTES

These Terms of Use shall be governed in all respects by the laws England and Wales, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Eureeca must be resolved in the courts of the England and Wales, although Eureeca reserves the right to bring proceedings against you for the breach of these Terms of Use in your country of residence or any other relevant country.

CHANGES TO THE TERMS OF USE

We may revise or amend these Terms of Use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you.

CONTACT US

If you have any comments, questions or concerns about material which appears on our website or these Terms of Use, please contact us at contactus@eureeca.com.