CROWDEDHERO’S TERMS AND CONDITIONS

APPLICABLE TO INVESTORS

 

These are CrowdedHero’s Terms and Conditions (“Terms”) applicable to the Services, as defined below.

The Terms may be made available in several languages; all versions are legally binding, but in the event of inconsistency between the English version and a translated version, the English version prevails.

The version of the Terms is effective as of 16th of May, 2022.

1    DEFINITIONS

The following capitalized terms have the following meanings in the Terms:

“Account”

an account on the Platform opened and held in the name of a Client and maintained by us.

“Business Day”

any day other than a Saturday or a Sunday or a public holiday in the Republic of Latvia.

“Client”

a Prospective Investor, Investor or Project Owner.

“Complaints Policy”

our Complaints Policy concerning our Services available on the Platform, as may be amended from time to time.

“Conflicts of Interest Policy”

our Conflicts of Interest Policy concerning our Services available on the Platform, as may be amended from time to time.

“Cookie Policy”

our Cookie Policy concerning our Website available on the Platform, as may be amended from time to time.

“CrowdedHero”, “we”, “us” or “our”

SIA “CrowdedHero Latvia”, registration number: 50203309441, registered address: 58A – 8 Bauskas Street, Riga, LV-1004, Latvia.

“Customer Support Service”

our customer support service.

“ECSPR”

Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937 (Text with EEA relevance), PE/37/2020/INIT, OJ L 347, 20.10.2020, p. 1–49.

“Investor Classification Policy”

our Investor Classification Policy concerning our Services available on the Platform, as may be amended from time to time.

“Investor”, "you" or "your"

a natural or legal person who acts as an investor meets all the eligibility requirements set in the CrowdedHero’s Terms and Conditions, opens and holds a Payments Account, thereby agreeing with Lemonway’s Terms and Conditions, and through the Platform makes investments. An Investor may be classified either as the Non-Sophisticated Investor or as the Sophisticated Investor.

“KIIS”

the key investment information sheet - a document drawn up by a Project Owner and reflecting the specific features of the Project thus enabling the Investors to make an informed investment decision.

“Knowledge Test”

a test intended to assess the knowledge, skills and experience of an Investor classified as the Non-Sophisticated Investor by assessing:

[a] whether the Investor has the necessary experience and knowledge required in order to understand the risks involved in investing in general; and

[b] whether the Investor has the necessary experience and knowledge in order to understand the risks involved in the types of investments offered on the Platform.

“Member State“

a Member State of the European Union or a state that is part of the European Economic Area.

“Non-Sophisticated Investor”

an Investor who is classified as the Non-Sophisticated Investor according to our Investor Classification Policy.

“Offer”

a fundraising campaign created by us, presenting sufficient information on the Project being offered for an investment by the Project Owner on the Platform.

“Payment Account”

means a payment account opened and held in the name of a Client and maintained by a payment institution in accordance with the terms of the payment institution made available on our Website.

“Payment Institution”

a payment institution licensed in a Member State that provides payment services to us and the Clients in connection with the Services provided through the Platform.

“Platform”

a publicly accessible internet-based information system that is branded as ‘CrowdedHero’, available via the Website and operated or managed by CrowdedHero.

“Price List”

the effective price list of our Services available on the Platform, as may be amended from time to time.

“Privacy Policy”

our Privacy Policy concerning our Services available on the Platform, as may be amended from time to time.

“Project Owner”

a legal person who seeks funding for the Project through the Platform and is directly responsible for the information to be included in the key investment information sheet.

“Project”

a business activity or activities for which the Project Owner seeks funding through the Platform.

“Prospective Investor”

an Investor who is willing to express his/her/its interest to invest in an Offer.

“Reflection Period”

a pre-contractual reflection period during which a Prospective Investor classified as the Non-Sophisticated Investor may, at any time, revoke its expression of interest to invest in the Project without giving a reason and without incurring a penalty. The Reflection Period starts at the moment when the Prospective Investor classified as the Non-Sophisticated Investor has communicated its interest to invest in the Project on the Platform and will expire after four (4) calendar days.

“Registration Form”

an electronic form to be filled out by anyone wishing to register for opening an Account and using our Services, accessible on the Website at registration.

“Risk Warning”

our Risk Warning concerning our Services available on the Platform, as may be amended from time to time.

“Services”

the matching of business funding interests of Investors and Project Owners through the use of the Platform by CrowdedHero providing the services that enable:

[a] Offers to raise funds;

[b] Investors to invest in the Offers;

[c] advertising interest in buying and selling shares/stocks of a Project Owner’s company that had a successful Offer on the Platform.

“Simulation”

a tool available on the Platform intended to assess the financial situation of the Investors classified as the Non-Sophisticated Investors and enabling such Investors to simulate their ability to bear the loss.

“Sophisticated Investor”

an Investor who is classified as the Sophisticated Investor according to our Investor Classification Policy.

“Terms”

these CrowdedHero’s Terms and Conditions available on the Platform and as may be amended from time to time.

“Website”

the website branded as ‘CrowdedHero’ and referring to the domain https://www.crowdedhero.com/.

2    GENERAL INFORMATION

2.1      We, without taking on its own risk, operate and manage the Platform. At the date of the Policy the ECSPR is in force, and we are in licencing process, but have not yet regulated under crowdfunding service provider licence. The Services are provided in a professional, fair and transparent way, we apply the requirements of the ECSPR when rendering the Services and to our internal operations.

2.2      You accept and understand that the official language of CrowdedHero is the English language and that you should always refer to the legal documentation posted on the Platform for all information and disclosures about us and our activities.

2.3      We only provide the Services via the Platform. The general purpose of the Platform is to inform the public about us and the Services we provide and to ensure means of access to the Services under the applicable law. Our Platform enable the Project Owners to look for the Prospective Investors, the Investors to participate in the Offers and make investments in the Projects. We operate as a neutral intermediary between the Clients and are only presenting sufficient information on the Platform on the terms of the opportunity to make investments the Projects being offered for the investment by the Project Owners on the Platform. Our Platform also offers additional services, as set out herein.

2.4  The Services provided by us do not include the following:

2.4.1  providing investment services, such as reception and transmission of orders in relation to one or more financial instruments, execution of orders on behalf of the Clients, placing of financial instruments without a firm commitment basis, or portfolio management; or

2.4.2  the provision of an investment advice, personal recommendation or consulting service, including legal or tax advice, and therefore any information provided by us to you will not constitute investment advice, personal recommendation or consulting service and does not warrant or represent any future guarantee or assurance on the expected returns of any of your transactions; or

2.4.3  provision of payment services.

2.5   The Terms can be accessed, printed out or saved locally at any time at link. We recommend that you download or print a copy of the Terms and store it for your records and future reference. If you want a copy of the Terms, you should e-mail us to [email protected] with the words ‘CrowdedHero’s Terms and Conditions’ in the subject line of your e-mail message.

2.6 Unless otherwise indicated:

2.6.1 the content of the Platform is purely general in nature and is not to be construed as addressing the specific circumstances of any particular case, legal person or natural person;

2.6.2 the Platform is not intended for use, directed or targeted at the residents of any particular country and will not be intended for distribution to, or use by, any person in any jurisdiction or country where (by reason of that person´s nationality, residence or otherwise) that distribution or use of the Platform or the Services is or may be prohibited, would be contrary to local law or regulation and would subject us to any registration or licensing requirement within that jurisdiction;

2.6.3 no action has been or will be taken by us in any jurisdiction that would permit a public offering of any financial instruments described on the Platform. In particular, we are not a registered broker-dealer or an investment adviser in the European Union or the United States, and we do not offer any services of a registered broker-dealer or investment advisor in the European Union or the United States nor do we offer any services to persons in the United States.

3    PURPOSE AND SCOPE

3.1 The relationship between you and us is governed by the Terms that explain our and your respective legal rights and obligations concerning all aspects of our relationship concerning the Services. The Terms together with the Registration Form, Price List, Investor Classification Policy, Conflicts of Interest Policy, Risk Warning, Complaints Policy, Privacy Policy and Cookie Policy and any other terms and conditions mentioned in it constitute and create a legally binding contract between you and us as a legal basis for opening, using and maintaining your Account and using, rendering the Services by us to you. By accepting the Terms, you also agree to the Price List, Investor Classification Policy, Conflicts of Interest Policy, Risk Warning, Complaints Policy, Privacy Policy and Cookie Policy. You should carefully read the documents policies mentioned in this Section before agreeing to the Terms. In the event of any conflicts between the policies mentioned in this Section and the Terms, the Terms will prevail.

4    CONCLUSION OF THE CONTRACT

4.1  By default, the signing of the Terms is carried out remotely via the Platform by electronic signature. The Terms are effective and form a legally binding contract once you have agreed to them by ticking the ‘I accept Terms and Conditions and Privacy Policy’ check box on the Platform, clicked on the ‘Register’ button, as required on the Platform, and we have performed our internal due diligence procedure. You confirm that you accept and agree that any use of the Services by you constitutes your confirmation that you have carefully read, understand, and agree to the Terms in their entirety. Your consent and agreement to the Terms is a condition precedent for opening, using, and maintaining your Account and using, rendering and receiving the Services. The date of entering into the Terms corresponds to the date on which you have finalised the registration process as indicated on the Platform and we validated and made functional your Account on the Platform.

4.2  As the Terms are a distance contract, it is amongst others, are governed by the Consumer Rights Protection Law of the Republic of Latvia and the respective regulations issued with it implementing the EU Directive 2002/65/EU, under which signing the Terms is not required and the Terms have same legal effect as a regular signed one. If you prefer to have a signed copy of the Terms, then please print and send two (2) copies of the Terms to us, where we will sign the Terms and send a copy back to you. In the event of a handwritten signature, the date of entering into the Terms is the date indicated on them and if there is no date, it will be the date when the Terms are received by us.

5    REGISTRATION

5.1 You may only open an Account and use our Services to you if it is legal to do so in your country of residence. By registering on the Platform, you represent and warrant to us that your opening and using an Account and our Services does not violate any law applicable to you in your country of residence. You will indemnify us against losses we incur in connection with a breach of this requirement.

5.2  To begin using the Services, you must open an Account by registering as an Investor in compliance with procedure established on the Platform. During the registration process, we will be asking you:

5.2.1  to fill in the Registration Form and to provide the required information and documents;

5.2.2  to inform us on whether you consider yourself as the Sophisticated Investor or Non-Sophisticated Investor. Terms of classification of the Investors are set out in our Investor Classification Policy;

5.2.3  if you are classified as the Non-Sophisticated Investor, then in order to assess whether you have a sufficient knowledge, skills and experience to take the Knowledge Test and use the Simulation on the Platform. If you decide to take the Knowledge Test later, we will providing a risk warning to you and asking you to confirm that you have received and understood it.

5.3 For our internal due diligence (‘know your customer’) purposes, we will be requiring you to provide us the following information and documents:

5.3.1 if you are a natural person (individual): name, surname, e-mail, nationality, passport number, date of issue and expiry of the passport, passport issuing authority, ID card number and its expiry date, personal identity number or tax payer number, date of birth, tax residence country, residence address, bank account details, whether you are a politically exposed person and citizen of the United States, your source of wealth, a copy of your passport, ID card and a bank statement;

5.3.2 if you are a legal person: name and surname of an authorized person, e-mail, your company name, legal form, registration number, date of registration, place of incorporation, tax residence, legal address, information about your business profile and a brief description of it, your website, organizational chart, bank account details, information about the authorized person and beneficial owner (name, surname, nationality, number of and date of expiry of a passport or ID card, date of birth, residence address, phone number, e-mail, position, a document confirming the right of representation, whether he/she is a politically exposed person and citizen of the United States, for beneficial owner: source of wealth), information about your sources of funds, extract from the companies registrar not older than 3 (three) months or similar document, Articles of Association or similar document, register of shareholders, and other documents.

5.4 You acknowledge, confirm and declare that at the time of submitting your registration application to us via the Platform and at the time of conclusion of the Terms you are acting on your own behalf and not for any other person, you have the legal capacity, capacity to act and unrestricted rights to agree to the Terms as well as the Policies, you are at least 18 years old and of the age of majority in your country of residence, and you are not under the influence of alcohol, drugs, psychoactive, toxic or other intoxicating substances. If you are a legal person you confirm that you have the appropriate internal and any external, including regulatory, if required, authorisation to enter into the Terms.

5.5 We may refuse to open an Account and provide the Services for any reason without having to justify our decision. We reserve the right to delete the Accounts of incomplete registrations after a reasonable time. This will not give rise to any payment of damages.

6    ELIGIBILITY

6.1 To use the Services you must:

6.1.1 agree with the Terms according to the procedure specified in Section 4 hereof open an Account by registering as an Investor as described herein;

6.1.2 agree with the terms of the Payment Institution made available on our Website and open a Payment Account with the Payment Institution in line with the said terms;

6.1.3 be acting on your own behalf and not for any other person. If you are a legal person, you shall be acting through a natural person who is your authorized representative having legal capacity to contract in the name and on behalf of the legal person;

6.1.4 give all information and documents that we ask for during the registration process on the Platform;

6.1.5 if you are a natural person, be at least 18 years old and of the age of majority in your country of residence;

6.1.6 be residing and/or registered in a Member State or in a third party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism;

6.1.7 maintain an effective address, phone number, and e-mail address that belongs to you and all of which you are permitted to use for receiving the Services;

6.1.8 not have violated the Terms;

6.1.9 not be established and be a tax resident of a country in which we do not provide the Services.

7    IDENTIFICATION

7.1 In accordance with the identification requirements relating to the anti-money laundering and combating the financing of terrorism, to use our Services, you must at our request let us have the information and documents, that are required for the purposes of internal due diligence executed by us and/or the Payment Institution.

7.2 If you are a legal person then, in accordance with the identification requirements relating to the anti-money laundering and combating the financing of terrorism, we will be performing our internal due diligence procedure to you and your authorized representative(s) and ultimate beneficial owner(s).

7.3 We reserve the right to request any further information and documents, that we deem necessary for the purposes of the internal due diligence procedure in accordance with our legal obligations including for the anti-money laundering and combating the financing of terrorism. We may at any time ask you to confirm the accuracy of information that you provide to us or to let us have documents or other evidence verifying information.

7.4 You acknowledge and agree that if you are not keeping all your details true, accurate, complete and up-to-date it could affect our ability to provide the Services to you. We are not liable for loss arising out of your failure to do so.

7.5  By giving your consent to the Terms, you accept that we will transfer the information and documents provided by you during the registration process to the Payment Institution by computer transmission and uploading on our and the Payment Institution’s computer systems.

8    ACTIVATION OF ACCOUNT

8.1 Your Account shall be deemed as fully validated and functional as from the moment when you have provided to us all the information and documents as required by us, passed our internal due diligence procedure, your Payment Account is opened with the Payment Institution and the possibility to participate in the Offers, express your interest to invest and make investments in the Projects is active on the Platform.

8.2 Your Account allows you to manage your use of the Services in a form and in the technical means that we consider most appropriate to render those Services.

8.3  Your Account is private, and only you as the owner of your Account are authorized to enter into and use it. Multiple registrations of a person are not allowed. Your Account is not transferable.

9    APPROPRIATENESS

9.1 The Services offered via the Platform by us may not be appropriate for all Clients of the Platform or in all geographical areas. Your knowledge, skills, experience, investment objectives and financial situation were not taken into account in the preparation of the Platform. Any activity on our Platform is at your own discretion and responsibility. Please see our Risk Warning for more information about the potential risks associated with participating in the Offers, investing in the Projects published on the Platform and using our Services.

9.2  You acknowledge and agree that we will assess whether a proposed Service is appropriate for you based solely on information supplied by you, including financial information, previous experience in investment products, risk tolerance and investment objectives. It is solely your responsibility to inform us in writing of any information which might reasonably indicate that this assessment should be changed. Furthermore, it is your responsibility to ensure that such information is kept true, correct, complete and up-to-date.

9.3 If you are classified as the Non-Sophisticated Investor, usually we will not prevent you from participating in the Offers and investing in the Projects that are available on the Platform if you have not taken the Knowledge Test. However if you have not taken the Knowledge Test and have not submitted the Simulation results to us, we have rights not provide to your full access to the Platform.  Please note that  according  to the [Investor Classification Policy] the general limit for the Non-Sophisticated Investor is an amount that exceeds the higher of either EUR 1 000 or 5 % of your net worth as calculated according to the Simulation (if you have submitted these data to us). 

9.4 You acknowledge and agree that any and all participation in the Offers and investments in the Projects published on our Platform are made by your own discretion and responsibility. We will be warning you about the possible risks if you will be selecting an offer to invest in a Project which in our opinion is not appropriate for you. By giving your consent to a risk warning issued by us to you on the Platform, you acknowledge that you have received and understood the risk warning. We accept no liability in these circumstances.

9.5 Where we specifically agree, and where permitted to do so, we may classify you as a Sophisticated Investor. Where we do so, you must inform us promptly of any changes in your circumstances which might affect our categorization of you.

9.6  If you do not consider that you have the necessary knowledge, skills and experience, you must make us aware of this prior to the provision of the Services and provide us with any available information as to the level of your knowledge, skills and experience. We accept no liability in these circumstances.

10 RISK WARNING

10.1  It is solely up to you to decide whether to participate in the Offers and make investments in the Projects via the Platform. It is your responsibility to you inform yourself about the legal, economic and tax consequences of your participation in the Offer and investment in the Project, if necessary, before participating in the Offer and making investment in the Project, as well as also during its time.

10.2  You acknowledge and agree that your investment is not covered by the deposit guarantee schemes established in accordance with the Directive 2014/49/EU. Nor is your investment covered by the investor compensation schemes established in accordance with the Directive 97/9/EC. You may not receive any return on your investment.

10.3  Investments in the Projects made through the Platform are not made in or accompanied by a prospectus that is lodged with or registered by a regulatory authority, and therefore statutory liability in relation to the content of prospectuses would not apply.

10.4  You acknowledge and accept that there may be other risks than those mentioned in Section 10 and our Risk Warning. You also acknowledge and accept that you have carefully read and understood our Risk Warning that was provided to you during the registration process and that is available on the Platform.

11 SERVICES

11.1  Your Account allows you to access certain Services on our Platform, in particular, but not limited to:

11.1.1 to obtain the status of the Non-Sophisticated Investor or the Sophisticated Investor;

11.1.2 to browse the Platform and participate in the Offers that enable you to access content about the Projects published by the Project Owners on our Platform;

11.1.3 access the forums made available on the Platform and also to post content on the forums for the attention to our Clients;

11.1.4 to express your interest to invest and make investments in the Projects and authorizing transactions via the Platform;

11.1.5 access services of our outsourced service providers, for example, the Payment Institution.

11.2  The information about the Projects on our Platform is provided exclusively by the Project Owners. To enable you to make an informed investment decision every Offer is accompanied by a KIIS reflecting the indicators, features and risks that are specific, related and associated with the Project and the Project Owner. The KIIS is drawn up and exclusively provided by the Project Owner as it is in the best position to provide the information required to be included therein. The applicable law does not provide that the KIIS should be approved by a competent authority. We have undertaken to use reasonable efforts to ensure that the KIIS is clear, correct and complete. We do not check the profitability of the Project. The information provided in the KIIS and forecasts made by the Project Owners are no guarantee of the future development of the Project Owner and/or its Project. Prior to participating in a particular Offer and placing an investment in a particular Project, we strongly recommend you to carry out a subjective analysis of the Project and its KIIS. Although we may, we are not obliged to inform about ongoing developments in the Project.

11.3  Allowing Project Owners to make available their Projects on our Platform and granting permission for You to participate in an Offer does not constitute our confirmation that the relevant Project is viable that you will get the relevant investment back or make any profit from it. We are not giving any recommendations or advice to you with regard to the possibilities of the investment opportunities in the Projects made available on the Platform or making investments in the Projects. You bear all responsibility, without limitation, for any outcome of an investment decision or transaction.

11.4  We are entitled to unilaterally change the terms and conditions of the Offers with immediate effect or by giving prior written notice, at our discretion. The terms and conditions that are applicable to the Offers may be published as page content on the Platform.

11.5  We may offer different content and services on the Platform to the Investors depending on their residence country.

12 PARTICIPATION IN AN OFFER

12.1  To participate in an Offer and make an investment in a Project, you, as an Investor must follow the investment procedure established on the Platform. The information about the Project that enables you to make an informed investment decision is provided in the KIIS by the Project Owner. The terms of the investment in the Project, including the fees, costs and commissions to be paid by you (if any) and their payment procedure will be set out in the drafts of the contracts that are to be concluded by and between the Investors and the Project Owner via the Platform in compliance with procedures established on the Platform. The subscription form will reflect the details of the investment about which you are expressing your interest to invest or the investment which you are making in the Project. The KIIS and said drafts of the contracts and other documents will be made available to you on the Platform before you express your interest to invest and make investment and authorize the respective transactions via the Platform.

12.2  You may request us to arrange for a translation of the KIIS into a language of your choice by contacting our Customer Support Service via e-mail at: [email protected] with the words ‘Translation of KIIS’ in the subject line of your e-mail message. Upon receipt of your request, we may provide you with the requested translation of the KIIS. However, if we will not be able to provide you the requested translation of the KIIS, we will advise you to refrain from making the investment in the particular Project.

12.3  Simultaneously with the confirmation stipulated in Section 4.1 hereof, it shall be deemed that you confirm and agree that the provisions of the contracts by and between yourself, the Project Owner and other Investors via the Platform are to be concluded in compliance with procedures established on the Platform. By default, the signing of the contracts by and between you, the Project Owner and other Investors is carried out remotely via the Platform by electronic signature. A contract to be concluded by and between you, the Project Owner and other Investors is effective and forms a legally binding contract once you have agreed to it by submitting the subscription form to the Project Owner, ticked the relevant check box(es) on the Platform and clicked on the ‘Confirm’ button on the Platform. The date of entering into the respective contract corresponds to the date on which you have finalised in compliance with the procedure established on the Platform.

12.4  The possibility of the participation in the Offer and making investment in the Project made available on the Platform is limited in time. The duration of the Offer and possibility to invest in the Project is determined individually by the Project Owner for each Offer. We and the Project Owner are entitled to extend it as often and for as long as desired.

12.5  After the contracts by and between you, the Project Owner and other Investors are concluded via the Platform in compliance with the procedure established on the Platform and throughout the period of validity thereof, the contracts will be available to you on your Account. In any case, if a contract is concluded on the Platform, we will provide the contractual parties with the data necessary for mutual contact on request after conclusion of the contract.

12.6  You may, at any time, examine information on your Account about all transactions performed by you on the Platform, about payments executed via your Payment Account by using the payment services provided by the Payment Institution, and deductions made by us from you pursuant to the Terms.

12.7  The contractual party of you for the contracts regulating the legal relationship of your investment in the Project is either the Project Owner or other Investors. The contracts concluded by and between you, the Project Owner and other Investors regulating your investment in the Project and other contracts are concluded exclusively between you and the Project Owner and other Investors.

12.8  We do not become a contractual party to the contracts concluded by and between you, the Project Owner and other Investors regulating your investment in the Project and thus we remain outside of the scope of the legal relationship between you and the Project Owner and other Investors as regards to your investment in the Project under the terms of the said contract. However, in certain cases we are entitled to rely on the provisions of the contracts concluded by and between you, the Project Owner and other Investors to ensure the provision of our Services. We may do so based on the authorization given to use by the Project Owner.

12.9  Unless stated otherwise in the Terms, you acknowledge and agree that all investments in the Projects are final and not reversible. We cannot arrange for the return of the funds transferred by you to the Project Owner as chosen by you to be refunded after you have requested and consented to the contracts regulating the legal relationship of your investment in the Project which you believe was made in error.

13 REFLECTION PERIOD AND CANCELLATION

13.1  If you are classified as the Non-Sophisticated Investor by us a pre-contractual Reflection Period during which you may, at any time, revoke your expression of interest to invest in the Project without giving a reason and without incurring a penalty is granted to you. The reflection period starts at the moment when you have communicated your interest to invest in the Project on the Platform by submitting the subscription form as described on the Platform and will expire after four (4) calendar days.

13.2  If you are classified as the Non-Sophisticated Investor by us, you may revoke your expression of interest to invest in the Project via the Platform by logging in your Account, opening the section titled as ‘Portfolio’, selecting the Project from which you wish to revoke your interest to participate and pressing the ‘Cancel’ button.

13.3  If you are classified as the Non-Sophisticated Investor by us and have revoked your expression of interest to invest in the Project, it is deemed to be revoked at the moment when we have received your revocation on the Platform.

13.4  If you have revoked your expression of interest to invest and have already paid, the funds paid by you to the Project Owner will be returned to you in full, including the processing fee specified in the Price List.

13.5  After the expiry of the four (4) calendar days period specified in Section 13.1, you acknowledge and agree that your investments in the Projects is final and not reversible. We cannot arrange for the return of the funds transferred by you to the Project Owner as chosen by you to be refunded after you have requested and consented to the contracts regulating the legal relationship of your investment in the Project.

13.6 If you are classified as the Sophisticated Investor by us, you acknowledge and agree that your investments in the Projects are final and not reversible. We cannot arrange for the return of the funds transferred by you to the Project Owner as chosen by you to be refunded after you have requested and consented to the contracts regulating the legal relationship of your investment in the Project.

14 PRICE LIST AND OTHER FEES AND COMMISSIONS

14.1  Opening an Account and registration on the Platform is free of charge.

14.2  We will make available to you details of all fees and a breakdown of fees, if applicable, charged by us and payable by you in the Price List. When using our Services, you may also have to pay applicable fees of third parties. We cannot make available details of fees that may be charged by these parties, and, by agreeing to the Terms, you confirm that you have understood this.

14.3  You undertake to pay to us the fees for the Services provided to you by us pursuant to the Price List available on the Platform, or other fees individually established by you and us, in accordance with the instructions set forth on the Platform.

14.4  We reserve the right to unilaterally amend the Price List at any time, including to determine new commission fees and at the unilateral discretion of us grant discounts from commission fees indicated on the Price List. Information about changes in the Price List is to be provided to you, at the latest 10 (ten) Business Days before the date proposed for its entry into force through the means of communication available to us to get in touch with you. Information about changes in the Price List is available on the Platform.

14.5 The commission fee paid for our services will not be refunded to you, unless otherwise stated in the Price List or the Terms.

15 PAYMENTS

15.1  Payment processing on the Platform is carried out exclusively by the Payment Institution in accordance with its terms made available on our Website. The Payment Institution provides a payment service allowing you to instruct the Payment Institution to execute a transfer via the Platform according to the terms of the Payment Institution.

15.2  You may transfer funds to the Payment Account only from a bank/payment account registered for you with a licensed a credit institution or payment institution.

15.3  You may transfer funds from your Payment Account only to an account opened and registered for you with a licensed credit institution in a Member State or in a third party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism. We reserve the right to request any information and documents, that confirm compliance with the conditions referred to herein.

15.4  You can make declarations of intent via the Platform, including making offers to execute transactions via the Platform and conclude transactions, only if your Payment Account has a non-booked positive balance in the amount necessary for the transaction at the time of making the offer and concluding a transaction.

15.5  The Account opened with us will enable you to access to the statements of your Payment Account showing all the payment transactions debited and credited in your Payment Account via our Platform. The sums payable to other Clients as a result of transactions made by you via the Platform and sums subject to payment of fees or compensation according to the Terms to us, will be deducted from your Payment Account, and such transaction will be recorded and displayed in the statements to be made available to you on your Account. You are responsible for keeping your Payment Account’s balance sufficient to cover the fees or compensation according to the Terms to us.

15.6 Before the payments that are received by you from the Clients are transferred to a bank/payment account specified by you in line with the Terms, unless the received monies by imperative requirements of the law are to be allocated in a different manner, they are allocated towards the discharge of the following payments in the following order:

15.6.1 firstly, the fees for the Services provided to you by us pursuant to the Price List available on the Platform;

15.6.2 then reimbursement of reasonable costs incurred, if any;

15.6.3 then payments of any late interest or penalty fee that is payable to us, if any.

15.7  If the bank/payment account from which a transfer was made to the Payment Account does not belong to you or does not meet any other conditions set forth in Section 15.4 hereof, or if the reference number set forth in Section 15.2 hereof, is not indicated in the payment order, we or the Payment Institution reserve the right to transfer the sum back to the person who made the transfer, and withhold from you a compensation of expenses related to returning of the payment (automatically deducting them from your Payment Account).

15.8  We do not become contractual party to the terms of the Payment Institution concluded by and between you and the Payment Institution and thus we remain outside of the scope of the legal relationship between you and the Payment Institution as regards to the payment services provided by the Payment Institution to you under the terms of the Payment Institution.

15.9 We are not entitled to acquire ownership or possession of funds of the Clients.

16 USE OF ACCOUNT AND ITS SECURITY

16.1  When you open an Account, you choose and fill in a unique and strong password. We advise you not to choose a password that someone might know or easily gather about you. In order to gain initial and subsequent access to your Account and the Platform, you must enter your login user name (i.e., your e-mail) and password in the ‘Login page’ and press the ‘Login now’ button on the Platform.

16.2  Activities with your Account and at your Account profile will be regarded as valid after your Account was successfully accessed by correctly entering your login user name and password. We may assume that someone who correctly enters your login user name and password has unrestricted rights to access and use your Account, including, but not limited to, expressing your declaration of intent to conclude contracts via the Platform, participate in the Offers, express your interest to invest or declaring your consent to make investments in the Projects, authorizing transactions via the Platform, posting content on the forums on the Platform, as well as making changes to your Account profile. We are entitled to treat any activity by that person as valid and authorised by you.

16.3  You are solely responsible for keeping your Account’s login details and other credentials and information and/or documents specific to your Account confidential and in a safe and secure place at all times and you must never disclose them to a third party. You must never allow anyone to access your Account or oversee or hear you accessing or using the Account. You agree to take reasonable steps to keep your Account’s login details safe and secure and to prevent fraudulent or unauthorised use of your Account. We are not responsible for losses arising out of your failure to keep your Account safe and secure or from unauthorised use.

16.4  If you have any indication or suspicion that your Account’s login details or other security credentials on your Account are lost, stolen, misappropriated, used (or attempted to be used) without authorisation or otherwise compromised without your authority, you are advised to change your password immediately. Any undue delay in changing your password immediately may result in increase of your losses. You must contact our Customer Support Service on suspecting or becoming aware of the loss, theft, misappropriation, unauthorised use or attempted use of your Account, Account’s login details or other security credentials of your Account without your authority.

16.5  You must take all reasonable care to ensure that your e-mail address is secure and only accessed by you, as your e-mail address may be used to reset the password of your Account and we may use it to communicate with you about the security of your Account. If someone tries to access or compromise your e-mail address notified to us without your authority, you should without undue delay after becoming aware of this to change your e-mail address, contact the Customer Support Service and let us know your new e-mail address to be used by us. Any undue delay in changing your e-mail address by you may result in your losses.

16.6  Notwithstanding the above, you undertake to immediately inform the Payment Institution in the event of suspicious access or fraudulent use of your Payment Account or of any event likely to lead to such use pursuant to the procedure specified in the terms of the Payment Institution.

17 CLIENT OBLIGATIONS

17.1  When using the Platform, you must comply with the applicable laws. You undertake to use our Services in good faith, for lawful purposes and in compliance with the provisions of the Terms.

17.2  You undertake:

17.2.1 during the registration process or at any later time when using the Platform, to provide only information that is true, accurate, complete and up-to-date;

17.2.2 to timely submit the required information and documents for us to perform our internal due diligence procedure;

17.2.3 promptly but not later than within 3 (three) Business Days to update your Account details if your name, last name, address, phone number, e-mail address or bank/payment account information change by making changes on the Platform, if available, or by contacting the Customer Support Service;

17.2.4 to use only secure means and devices of electronic communications and data transfer;

17.2.5 in communication with us, exercise decency and observe generally accepted standards of polite and correct communication;

17.2.6 to use our Services and Platform on your own account and not on behalf of any third party.

17.3  You must not:

17.3.1 use the Services and/or the Platform for unlawful activities, illicit conduct, including fraud and money laundering, or any other inappropriate activities;

17.3.2 provide false, inaccurate, incomplete, out-dated, misleading or counterfeited information;

17.3.3 provide details relating to a name, last name, address, credit/debit card or bank/payment account that you are not legally authorised to use;

17.3.4 use any automated means to access the Platform or collect any information from the Platform (including, without limitation, robots, spiders, scripts or other automatic devices or programs);

17.3.5 not attack our network security, in particular by posting content that are infected with viruses or other harmful components capable of impairing the operation of another Client's device;

17.3.6 not impair or in any way attempt to impair other Clients' access to or use of the Platform or the Services (for example, by generating, whether manually or by automated means, an unusually high number of accesses);

17.3.7 not harvest or otherwise collect information about the Clients, including e-mail addresses, without their consent;

17.3.8 post false, inaccurate, misleading, defamatory, unlawful, harassing, libellous, privacy-invading, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable content on our Platform or through/on our Services or commercialise any of our Services, or any information or software associated with them;

17.3.9  use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose in any medium, including without limitation, by any automated or non-automated “screen scraping”, “database scraping” or any other activity, any content of the Platform, not owned by you in a way that violates someone else’s (including ours) rights;

17.3.10 frame or mirror the Platform, utilize framing techniques to enclose any content or other proprietary information, place pop-up windows over the Platform, or otherwise affect the display of the Platform;

17.3.11use data provided by us or our Clients on the Platform, provided in any manner whatsoever, for any competing uses or purposes with respect to us, the Project Owners or other parties who have provided that data.

18 CONFIDENTIAL INFORMATION

18.1  Information and data marked as ‘confidential’ or ‘strictly private’ on the Platform ("Confidential Information") are subject to confidentiality. All Confidential Information may only be used by you for the purpose of your decision to participate in the Offer and make an investment in the Project and you undertake to treat this information confidentially. The Confidential Information may not be passed on, published or disseminated by you in any way or form to third parties. No Confidential Information is such information that has been made available to you by third parties without breach of a non-disclosure contract and without obligation of confidentiality, is already obvious or has been released by us for disclosure or disclosure.

19 THIRD PARTY CONTENT

19.1  The Platform offers to Clients a technical possibility to use the Platform to post, link, e-mail, transmit, upload, store, send, share and otherwise make available (collectively: "post") certain content, such as documents, data, materials or other information such as text, images, audio files and films (collectively: "content"). You are solely responsible for the content you post on or through the Platform, including its legality, reliability, and appropriateness.

19.2  You agree to use the Platform’s facilities for exchanging information or communicating with us or other Clients online via bulletin boards/discussion panels, chat rooms, mailing lists or other means of posting content (collectively: "forums") only to post content relating to the forum subject, and, when so using them, to respect generally accepted standards of polite and correct communication. Forums are for non-commercial use only.

19.3  By posting the content to the Platform, you grant us the right and non-exclusive, transferable, royalty-free, worldwide license to use, modify, publicly perform, publicly display, reproduce, and distribute such content covered by intellectual property, you have posted on and through the Platform. You retain any and all of your rights to any content you post on or through the Platform and you are responsible for protecting those rights. You agree that this license includes the right for us to make your content available to other Clients of the Platform, who may also use your content subject to the Terms.

19.4  You represent and warrant that:

19.4.1 the content you post is yours (you own it) or you have the right to use it (by virtue of valid permission granted by the proprietor of the rights) and grant us the rights and license as provided in herein;

19.4.2 the posting of your content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

19.5  We reserve the right not to publish, delete, edit, move or close contents posted by you that violate our netiquette, the Terms or applicable law. We may temporarily or permanently block your access to forums if there is specific evidence that you are breaching or have breached the Terms or any applicable law when using the Platform, our Services or if we have any other legitimate interest in blocking your access. In particular, we may have such a legitimate interest if we have received complaints about content posted by you on the Platform. We will warn you by e-mail before blocking your access to forums but may exceptionally refrain from doing so if we consider this justified in your specific case.

19.6  We do not have control over the content posted by our Clients and third parties and we cannot ensure that content posted by the Clients is correct, nor can we pre-screen such content. Unless explicitly required under the applicable law, we take no responsibility for the accuracy, reliability or correctness of the content provided in the Platform. We are not responsible for content posted by our Clients and third parties, including the content of the Offers and their marketing materials, and content in our Platform. Unless otherwise stated in the Terms, content posted on the Platform by our Clients or third parties does not represent our opinion. You acknowledge and agree that we do not endorse any Client’s content and are not responsible or liable for any such content.

20 TAXES

20.1  By using the Platform you acknowledge and agree that pursuant to the taxation laws and other regulatory enactments applicable to you or the payable income taxes must be paid for the income that you receive in relation to the contracts concluded by and between you, the Project Owners and other Investors. You also acknowledge and agree that we are entitled to deduct taxes, dues, and other mandatory payments, which have to be withheld by us pursuant to the laws of the Republic of Latvia (if any) from the funds to be disbursed to you. You are fully responsible for paying all taxes arising from the contracts concluded by and between you, the Project Owners and other Investors pursuant to the laws of the Republic of Latvia and/or any other laws that are applicable to your income.

21 CONFLICTS OF INTEREST

21.1  There may be situations where there is a conflict of interest or potential conflict of interest between our interests and the interests of a Client or between the interests of different Clients. Our Conflicts of Interest Policy explains our overall approach in identifying, preventing, managing and disclosing the conflicts of interest that may arise during the provision of the Services.

22 COMPLAINTS PROCEDURE

22.1  If you are dissatisfied with our Services, has found a deficiency, or identified dishonesty, you may contact us to complain. Please see our Complaints Policy that explains how you can make a complaint to us and how it will be handled by us.

23 INACTIVE ACCOUNTS

23.1  Any inactive Account may be the subject to an inactivity notification by our e-mail followed by a follow-up notification one (1) month later. An Account is considered inactive if, at the end of a period of twelve (12) months, there have been no operations at your initiative and that has not been specifically indicated to us in any form whatsoever. In the absence of a response or use of the Account in the time frame specified in this Section, the Account will be closed.

24 SUSPENSION AND TERMINATION OF THE CLIENT RELATIONSHIP

24.1  The Terms between you and us are concluded for an indefinite period and can be terminated by us and you as set out herein. The Terms are binding until the moment, when your Account is closed pursuant to the Terms.

24.2  If you have no valid contracts concluded via the Platform and you no longer wish to use the Platform, you can close the Account and terminate the Terms with immediate effect in compliance with procedure established on the Platform at any time without advance notice.

24.3  If you have no valid contracts concluded via the Platform within 14 calendar days of the date of registration and opening your Account, you can close the Account and terminate the Terms with immediate effect in compliance with procedure established on the Platform free of charge and without advance notice.

24.4  If you have valid contracts concluded via the Platform and you no longer wish to use the Platform, you can close the Account and terminate the Terms by contacting our Customer Support.

24.5  We have the right to restrict or cancel in part or in full, temporarily or permanently your right to use the Platform, receive our Services and/or of Account, as well as to terminate the Terms at any time without advance notice if it appears that:

24.5.1 you violate or have violated the Terms or any other obligations;

24.5.2 your Payment Account has been closed by the Payment Institution;

24.5.3 you have failed to perform your payment obligations towards us;

24.5.4 you do not accept new Terms upon first logging in to the Platform for a period of 30 (thirty) calendar days after the new Terms have been made available in the Platform;

24.5.5 you have submitted to us or other Clients data, information and/or documents that are false, inaccurate, incomplete, out-dated, misleading or counterfeited;

24.5.6 you have not submitted to us the information and/or documents that we require in line with our internal due diligence procedure and/or as required under the applicable law and within the deadlines stipulated by us;

24.5.7 you have used the Platform in bad faith, without dignity, illegally or in contradiction with the moral standards recognized in the society;

24.5.8 you have used the Platform in a way that it adversely affects us or any third party;

24.5.9 we have discovered a circumstance based on which there may be a suspicion that third parties have gained possession of the data and devices allowing logging in to your Account and the Platform and your Account could be used by an unauthorized person;

24.5.10 we suspect money laundering, terrorism financing, or an attempt to do so, with the involvement of you or your Account, or if you are a person who is subject to international or national sanctions or are an affiliate of such person;

24.5.11 we are required to do so to comply with the requirements set in the applicable law.

24.6  If we have restricted in part or in full, temporarily or permanently your right to use the Platform, receive our Services and/or of Account we will not prevent you from being able to access  complete information from the database of the Platform about the transactions concluded by you on the Platform. However, this does not include the use of the forums on the Platform, opportunity to conclude new contracts with the Clients, participate in the Offers, make investments in the Projects and/or use other services on the Platform.

24.7  Without prejudice to Section 24.5 above we reserve the right to unilaterally terminate the Terms at any time during the validity period of the Terms, by sending a notice to your e-mail at least 10 (ten) Business Days in advance. In such case, as of the moment of sending the notice, you are forbidden to conclude new contracts with the Clients, participate in the Offers, and/or make investments in the Projects, and we may restrict access to your Account.

24.8 If the Terms are terminated, it does not prevent you from being entitled to receive complete information from the database of the Platform about the transactions concluded by you on the Platform or affect the legal relations between you, a Project Owner and other Investors and your rights and obligations arising out of the contracts concluded by and between you and the Project Owners and other Investors via the Platform.

25 ASSUMPTION OF CONTRACT

25.1  Crowdedhero OÜ, registration number: 14811328, registered address: Narva mnt 5, 10117 Tallinn, Estonia, and its subsidiaries are entitled to continue the business relationship with you instead of us under a genuine contract for the benefit of us, this includes, in particular, the administration and use of your Account and data in the event of our insolvency application, when insolvency proceedings are legally opened against assets or the opening of such proceedings is rejected due to lack of assets, when we are liquidated or when we cease business operations.

25.2  Occurrence of the one or several events mentioned in the Section 1.1 shall not:

25.2.1 prevent you be from being entitled to receive complete information from the database of the Platform about the transactions concluded by you on the Platform. To ensure that the aforementioned provision is abided by, we shall conclude such service level agreements as shall be deemed necessary with third parties regarding the safekeeping of the data originating on the Platform;

25.2.2 affect the legal relations between you, a Project Owner and other Investors and your rights and obligations arising out of the contracts concluded by and between you and the Project Owners and other Investors.

26 INTELLECTUAL PROPERTY

26.1  All rights and interests and all intellectual property rights (including, without limitation, all trademarks and trade names in or relating to us) are owned by us or our licensors, and are being used by us under license, and will remain our property or that of our licensors at all times. All content published on the Platform and its original content (excluding content provided by the Clients), features and functionality is protected by copyright and our or our licensor’s property. The Platform is protected by copyright, trademark, and other laws of both the Republic of Latvia and foreign countries. All such rights are reserved. You have no right or interest in those intellectual property rights other than the right to access the Platform and to use the Services provided via the Platform, except as specified herein. We reserve the right to effect any such changes and/or any substitution of all or any part of our Platform at any time, and in any manner, as it might deem fit in its exclusive discretion, and without notice to you.

26.2  You may use the content only to the extent expressly specified in the Terms. Any part of the Platform may, even in the form of extracts, be reproduced, published or reprinted, be it in print or by electronic means, only with the prior our written consent or the proprietor of the relevant rights.

26.3  CrowdedHero's logo and all its trademarks are protected and may not be used or reproduced without our or its licensor’s prior written consent, which you can request by contacting our Customer Support Service.

26.4  If you believe that any content on the Platform infringes your intellectual property rights, please contact us by providing content on the evidence of your ownership of the intellectual property and the exact location of the infringing content and any copies. We will review your application and take appropriate action.

27 TECHNICAL ERRORS AND MALFUNCTIONS, AVAILABILITY

27.1  The Services and the Platform are evolving and can therefore change from time to time - for example, individual functions or features can be added or removed. We reserve the right our sole discretion to modify, restrict, refuse, move, remove, disable or discontinue, entirely or in part, temporarily or permanently and without prior notice, the services, content, scope and functionalities of the Platform and the right to restrict free access to the Platform at any time without these operations invoking any right to an indemnity of any kind. If possible, in particular, in the case of permanent discontinuation of a service for economic, technical or legal reasons, we will inform you of the upcoming discontinuation within the framework of the respective service. Furthermore, we reserve the right to terminate the operation of the Platform at our own discretion at any time. Upon terminating the operation of the Platform or if you can no longer use the Platform the transactions made through the Platform shall remain in force under the Terms. Data loss may occur under certain circumstances. We bear no liability for any damages or losses, including financial losses, to you caused by any action described herein or by any unavailability of, or interruption to the normal operation, of the Platform.

27.2   To the extent permitted by law:

27.2.1 we shall not be held liable for any loss, liability or cost (including consequential loss) suffered or incurred by you as a result of instructions given, or any other communications being made, via the internet;

27.2.2 we shall not be held responsible for potential errors, omissions, interruptions or delays of operations carried out via the Platform that result from unauthorised access to the Platform;

27.2.3 you will be solely responsible for all orders and transactions, and the accuracy of all information, sent or executed via the internet using your login user name and password or any personal identification issued to you;

27.2.4 we are not liable for any damage or loss that may be caused to any equipment or software due to any viruses, defects or malfunctions in connection with the access to or use of the Platform;

27.2.5 we are not liable for any errors or disruptions that occur in the Platform or amendments made in the Platform, or the consequences of termination of the operation of the Platform;

27.2.6 we shall not be held responsible for the theft, destruction or unauthorised disclosure of data that results from unauthorised access to the Platform.

28 DISCLAIMER OF WARRANTIES

28.1  There is a risk that we may be temporarily or permanently not able to provide access to the Platform and thus also to the Services. The Platform is provided “as is” and “as available”. We make no representations or warranties of any kind, whether express, implied, statutory or otherwise about the Platform, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. We, our licensors and companies affiliated to us do not warrant that the Platform will function uninterrupted, secure or available at any particular time or location or will be error-free or free of harmful components or any errors or defects will be corrected or the Platform is free of viruses or other harmful components or any content and data, including your data, will be secure or not otherwise lost or damaged or the results of using the Platform will meet your requirements or expectations. You confirm that use of our Services and Platform is at your own discretion and risk.

29 LINKS TO OTHER WEBSITES

29.1  The Platform may contain links to third party websites or services that are not owned or controlled by us.

29.2  We have no control over, and we assume no responsibility for, the information, content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such information, content, goods or services available on or through any such websites or services.

29.3  We do not accept liability for the content of any referenced or linked off-site page and are not liable for that content. The risk of injury rests entirely with you. Links from the Platform to other websites do not constitute an endorsement from us. These links are provided as an information service only. It is your responsibility to evaluate the content and usefulness of information obtained from other websites. You should direct any concerns regarding any external link to the respective site administrator or webmaster. If you choose to follow one of these links, the policies of that outside site take effect until you return to our Platform.

29.4  We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.

30 PRIVACY POLICY

30.1  Please see our Privacy Policy to find information on how we and companies affiliated to us as data controllers will process your personal data when you visit or use our Platform or contact us.

31 FORCE MAJEURE

31.1 Neither party shall be held liable or considered to have failed under the Terms in case of late or non-performance when their cause is related to a force majeure situation as defined by the governing law defined in Section 33 hereof.

32 LIMITATION OF LIABILITY

32.1 You may settle transactions on the Platform directly and at your own discretion. You are entitled to use the contract forms offered on the Platform at your own discretion and at your own risk. We shall not be responsible for possible commitments arising from laws that might apply to you as a result of transactions concluded on the Platform.

32.2 You are liable for all losses incurred as a result of unauthorized conduct, if you have acted illicitly or has intentionally (on purpose) or due to gross negligence failed to fulfil the requirements prescribed in Section 16.3 or 16.5 hereof. You shall assume liability for all losses, assumed commitments, or other activities carried out on your Account until we have been warned about situations stipulated in Section 16.4 hereof and when we have had sufficient time to block access to your Account. We are not liable for any conduct, the content of any third party on the Platform until the moment when your Account is blocked pursuant to procedures established in Section 16.4 hereof.

32.3  In no event shall we, our board members, employees, companies affiliated to us, licensors or outsourced service providers be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from use of our Platform or Services, including:

32.3.1 if you have failed to observe the Terms;

32.3.2 your access to or use of or inability to access or use the Platform, including, if, pursuant to the Terms, your access to your Account has been restricted or cancelled;

32.3.3 any content obtained from the Platform, including, the scope, content, suitability and enforceability of contracts and other legal documents that are made available on and are used in the Platform, including those used for the carrying out of transactions through the Platform;

32.3.4 due to a Project Owner infringing a contract concluded by and between you, the Project Owner and other Investors or the Project Owner’s illicit conduct;

32.3.5 due to the performance or delayed performance of your obligations arising from the contracts concluded with you and another Client;

32.3.6 the prudence or accuracy of the content and/or confirmation(s) published or provided by a Client on the Platform or any document and no warranty or representation is made by us in respect of the same;

32.3.7 the trueness and accuracy of any forecasts, including financial indicators and forecasts of any Project published on the Platform, and no warranty or representation is made by us in respect of the same;

32.3.8 any circumstances that derive from or depend on the identity of a Client;

32.3.9 due to interrupted communications, such as service of mail, electronic or other means of communication, as well as technologies ensuring the respective services by us, including, but not limited to, interrupted service of means of communication, interruptions in the functioning of the Platform, electronic data exchange and payment system of credit institutions, payment institutions or electronic money institutions (incl., online banking).

32.4  Among other things, we are not liable for any disruptions or impediments that may occur in the operation of the Payment Institution, including any losses which may directly or indirectly be incurred as a result of the insolvency or moratorium of the Payment Institution or any other similar event.

32.5  We are not in no way involved in the legal and commercial relationships and potential disputes arising between you and the Project Owner or between you and another Investor. We exercise no oversight over the conformity, security, legality, characteristics and the appropriate character of the products subject to a payment operation. In this regard, it is your responsibility to gather all useful information in order to carry out the purchase of a product or service, the collections of funds or any other operation required. Every operation carried out by you gives rise to a contract created directly between yourself and the Project Owner and/or other Investors who are strangers to us. Consequently, the latter cannot be held responsible for the non-performance or improper performance of the obligations arising from it, or any potential damages caused to you in this regard.

32.6  Without prejudice to the other statutory claim requirements, the following exclusions and limitations of liability apply to our liability for damages:

32.6.1 we are liable if we are guilty of intent or gross negligence. We shall only be liable for simple negligence in the event of a breach of an obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely. In addition, liability for damages of all kinds, regardless of the basis of the claim, including liability for fault at the time of conclusion of the contract, is excluded;

32.6.2 if we are liable for simple negligence in accordance with Section 32.6.1 above, our liability is limited to the damage that we typically had to expect in the circumstances known at the time of conclusion of the contract. If a contract concluded by and between you, the Project Owner and other Investors is ineffective, any resulting claims of the Investor against us are limited to the reimbursement of the fee paid to us for the provision of the Services regarding to the particular matter.

32.7  The above exclusions and limitations of liability also apply to the benefit of our board members, employees, companies affiliated to us, licensors or outsourced service providers that we use to fulfil the contract.

32.8  If you are a consumer, you will be liable to us for any loss or damage suffered by us as a directly foreseeable consequence of any material breach of the Terms by you or any fraud or wilful misconduct by you. If you are not a consumer, you will indemnify us for all costs, losses, expenses, claims or damages or charges which arise as a direct or indirect consequence of your use of the Platform.

33 GOVERNING LAW AND DISPUTE SETTLEMENT

33.1  The Terms are governed and construed in accordance with the laws of the Republic of Latvia, without regard to its conflict of law provisions and with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). All disputes arising out of or relating to the Terms will be resolved at first under our Complaints Policy. A dispute that is not resolved under the procedure set in the Complaints Policy will be resolved exclusively by the courts of the Republic of Latvia pursuant to the effective laws and regulations of the Republic of Latvia, to the extent permitted by law, except where any mandatorily applicable law requires a specific dispute to be exclusively resolved by the courts of another jurisdiction.

33.2  Our failure to exercise or enforce a right under the Terms does not amount to a waiver of that right or operate to bar the exercise or enforcement of that right in the future.

33.3  If any provision of the Terms is held to be invalid or unenforceable by a court, the remaining provisions of the Terms shall remain in effect.

33.4  The Terms constitute the entire agreement between you and us with respect to the subject matter of the Terms and supersede and replace all prior agreements.

34 COMMUNICATIONS

34.1  All notifications between us and you must be put in writing and sent within the Platform, by mail or e-mail, to the mailing and/or e-mail address indicated on the Client’s Account. Correspondence sent in mail shall be deemed received on the 5th (fifth) Business Day following the date indicated on the stamp by the postal service provider on the acceptance of a registered letter. Notifications sent to the Client’s e-mail address shall be deemed received within 24 hours after the dispatch. Notifications sent to the Client’s Account shall be considered as received within 24 hours of sending.

35 IF YOU WANT TO CONTACT US

35.1  For any additional question please contact the Customer Support Service. You can contact them via e-mail at: [email protected].

35.2  The Customer Support Service is available on the Business Days from Monday through Friday, 9:00 a.m. to 5:00 p.m. (EET) for any questions you may have. If you contact our Customer Support Service, please provide the following information including:

35.2.1       your identification number (if such has been given to you by us);

35.2.2       if you are a natural person – your name and last name;

35.2.3       if you are a legal entity – your company’s name, and your authorized representative’s name and last name;

35.2.4       your full phone number, including country code;

35.2.5       a brief message describing your question.

36 MODIFICATION OF THE TERMS

36.1  We reserve the right, at any time and without giving reasons, to amend, revise or supplement the Terms by posting the new Terms on the Platform and indicating the date of entry into force of the new Terms. Any draft amendments of the Terms are to be provided to you, at the latest 10 (ten) Business Days before the date proposed for its entry into force. The relationship between you and us after the date of entry into force will then be governed by the new version of the Terms or when you accept the Terms on the Platform, whichever occurs earlier. We may unilaterally amend the Terms without informing you if the amendments are in your favour.

36.2  Notwithstanding that we will notify you of any major changes we bring to the Terms through the means of communication available to us to get in touch with you. You are responsible for regularly reviewing the Terms. At any time, you can view our current Terms on the Platform. If you do not agree with the amended Terms, you must stop using our Services.

37 FINAL PROVISIONS

37.1  The Terms have been made available to you prior to its commencement and remain available thereafter on our Platform. The current Terms can be found at link.

37.2  Should there be contradictions between the Terms and other regulations confirmed by you the other regulations shall prevail. This applies in particular to contracts concluded by and between you and the Project Owners and other Investors.

37.3  Should individual provisions of the Terms be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. In addition, the Parties will make an effective provision instead of the void or ineffective provision that comes as close as possible to it economically, unless a supplementary interpretation of the contract is paramount or possible.

37.4  Electronic records and documents created by us will be considered as accepted evidence and will be sufficient evidence of your notifications and instructions, and of the fact that the transactions referred to in such electronic records and documents were carried out in accordance with your instructions. Electronic records and e-mails will have the same evidential value as written documents.

37.5 This version of the Terms shall enter into effect as of 16th of May 2022.

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