Welcome to StartupSpider! By using this Site (including the underlying platform) and the Services, in addition to any Additional Policies applicable to any particular features, content and functionality of the Services (incorporated into the Terms by reference), offered by StartupSpider, Inc., Users agree to be bound by these Terms. Keep in mind StartupSpider acts as a portal and just connects Crowdfunding platforms. For Terms and definition related to this part please refer to the connected Crowdfunding platform you are interested to invest in, explicitly the campaign terms depend on the connected platform. 

Some general definitions (1) and campaign terms (2) are described below (they may slightly vary per connected Crowdfunding platform). 

 

“Accelerator”: entities focused on helping entrepreneurs grow new business concepts.

"Accelerators": offer fixed-term, cohort-based programs, often including professional advice and guidance, that culminate in a public pitch event or demo day.

"Accredited Investor": an investor who meets specific income (value may depend on jurisdiction of the investor or the location of the Crowdfunding platform) and net worth criteria, allowing him or her to invest in startups and other high-risk private company securities.

“Acquisition”: the process through which one company obtains ownership of another entity’s stock, equity interests, or assets.

"Angel Investor": a single individual (as opposed to a firm) who provides his or her personal capital to fund a startup company.

“Bridge Loan”: a loan which is designed to “bridge the gap” between institutional investment rounds.

“Buyout”: when a purchaser gets controlling interest in a company after he buys the requisite number of shares.

"Campaign Owners": are those Users who raise funds through the Site and Services; Some Crowdfunding platforms use also the term Project Owner or Investee.

"Campaigns": are Campaign Owners’ fundraising campaigns through the Services; Some Crowdfunding platforms use also the term Project.

“Cap”: a valuation ceiling that exists in a convertible debt deal.

“Cap Table”: a detailed spreadsheet that outlines all the stockowners of a company and the terms at which they have invested.

“Carry/Carried Interest”: profits that a VC is entitled to after returning principal and interest to investors. This can vary.

“Closing”: the final event to complete an investment, when all the legal documents are signed and the funds are transferred.

“Common Stock”: the type of stock generally issued to company employees. This class of stock (shares) generally has the least amount of rights and privileges. Common stock is a lower class of stock than preferred stock.

“Content” refers to all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, the products, the site and other data or copyright protected   materials or content, including, without limitation, the selection and arrangements thereof offered through the Services or the StartupSpider users or the connected Crowdfunding platforms;

"Contributors" refers to those Users contributing funds to Campaigns;

"Contributions" refers to funds donated to Campaigns by Contributors;

“Convertible Debt” (or “Convertible Notes”): a debt or loan that will be paid back in the future in the form of equity or company stock.

“Crowdfunding”: the process by which a large number of individuals make small monetary contributions into a single pool, ultimately funding a new venture or project.

“Debt Financing”: when a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to investors, promising to repay the debt with interest.

“Dilution”: is the reduction in the investor’s ownership percentage of a share of stock caused by the issuance of new dilutive securities.

“DMCA” refers to the Digital Millennium Copyright Act of 1998, including any amendments;

“Due Diligence”: comprehensive review or investigation of material facts in regards to an investment or transactions. (StartupsSpider does not conduct Due Diligence. Please see connected Crowdfunding platform)

“Early Stage”: a period of venture capital investment that falls between seed- and late-stage deals that includes Series A and Series B financings. These companies typically have a proven concept and little revenue.

“Equity Financing”: when a company raises money by selling its shares, allowing shareholders to become partial owners of the company through the purchase of stock. Both debt and equity financing can happen independently or in conjunction with each other.

“Exit Strategy”: also called a liquidity event, this is the VC’s way of realizing a return on an investment in a company. Common types of exit strategies include initial public offerings (IPOs), strategic acquisitions, and management buyouts.

“General Partner:” an owner of a partnership who has unlimited liability and who is active in the day-to-day operations of the business.

“Incubator”: entities that advise young companies in their earlier days, most commonly before they have received a significant investment. Aside from offering the companies a physical workspace, incubators provide an array of services (as marketing help, guidance on product development, legal assistance, access to a network of investors, and pitch/presentation training) designed to finally prepare companies for growth and success.

“Infringement” refers to the unauthorized or not permitted use of copyright protected material or other intellectual property rights;

“Initial Public Offering” (IPO): marks the first moment when shares of stock are offered to the public. When this happens, the company becomes publicly traded and is subject to an entirely new array of securities regulations (among other things). This also means the company will be listed on an exchange.

“Institutional Investors”: investors represented by professional groups that invest and manage funds on the investor's behalf, including pension funds, investment funds, and mutual funds.

“Issuer”: the legal entity that develops, registers, and sells securities (shares, bonds, notes, etc.) to finance its operations.

“Late Stage”: rounds Series C and later are typically categorized as late stage.

“Leveraged Buyout” (LBO): when one company uses a significant amount of borrowed money to meet the cost of acquiring another company. Assets of the company being acquired are often used as collateral for the loans, along with the assets of the acquiring company.

“Limited Partner”: a co-owner of a business organized as limited partnership who (unlike a general partner) does not participate in the management of the firm and has limited personal liability for the firm’s debts.

“Lock-up Period”: the length of time an investor must wait before selling or trading company shares after an exit.

“Marks” refers to the trademarks, service marks, and logos used and displayed throughout the Services or in any StartupSpider Content or in any connected Crowdfunding platform;

“Portfolio Company”: a company in which a venture capital firm has invested, thus, making that company part of the VC company`s portfolio.

“Perks” refers to the gifts or rewards in the form of tangible items or intangible services offered by Campaign Owners to Contributors;

“PII” refers to personally-identifiable information, as that term is defined under all applicable law;

“Preferred Stock”: has a higher claim on assets and earnings than common stock. Preferred shares generally have a dividend that must be paid out before dividends to common shareholders, and the shares usually do not carry voting rights.

“Primary Investment Opportunity”: an investment opportunity that allows investors to acquire equity in an issuer through a primary transaction.

“Primary Transaction”: the acquisition of stocks (shares) or debt instruments from the issuer directly.

“Privacy Policy” refers to StartupSpider’s privacy policy;

“Pro-rata Rights”: the right of investors to participate in later funding rounds so they can maintain the amount of equity they own in a company.

“Return on Investment” (ROI): the money the investor would get back from his or her initial investment.

“Risk”: the likelihood of seeing a lower return than expected, including the possibility of losing some or all of the original investment.

“Rounds of Financing”: startups raise money from venture capital firms in different rounds, typically called Series Seed, A, B, C, D, etc. Series Seed is the first round and is typically for the company to figure out the product it is building, the market it is in, and the user base. Series A is intended to help the company scale distribution or develop a business model. Series B is typically scaling the business and continuing to build traction. Funding amounts in each round generally increase.

“Secondary Investment Opportunity”: an investment opportunity that allows investors to acquire equity from an issuer through a secondary transaction.

“Secondary Transaction”: the acquisition of stocks (shares) from sources other than the issuer (employees, former employees, or investors).

“Seed Stage”: the first official round of financing, which happens relatively early on in a business’s development. At this point, the startup is looking for funds to prove its concept, and that money can be helpful in building a prototype. Depending on a variety of metrics that measure a company’s growth and development – for example, how it is acquiring and retaining customers, its revenue streams, and the amount of money it spends each month – the seed round may be followed by others.

“Services” refers to the Site, mobile applications or connected applications, other offerings and services provided on the Site;

“Site” refers to the StartupSpider website(s);

“Sophisticated Investor”: an investor who does not meet the qualifications of an accredited investor but who holds sufficient investing experience and knowledge to weigh the risks and merits of an investment opportunity. The exact criteria may vary based on jurisdiction.

“StartupSpider,” “we”, ”our” or “us” refers to StartupSpider GmbH, together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors;

“Syndicate”: a group of investors who invest in a startup together.

“Terms” or “Terms of Use” refers the Terms of Use, StartupSpider Privacy Policy, all applicable laws, and all conditions or policies referenced here;

“Term Sheet”: a non-binding document that details the terms and conditions of the investment. This acts as quick introduction to the investment opportunity and highlights some of the more complex legal documents that will follow.

"User,” “you,” or “your” refers to Campaign Owners, Contributors or any other visitors to the Site or users of the Services, either individually or collectively;

“User Content” refers to Content uploaded, transmitted or posted to the Services by a User, including User Content in a Campaign made available on the connected Crowdfunding platform.

“Valuation”: the value ascribed to a startup by an investor or similar.

“Venture Capital (VC)”: financing that investors provide to startup companies that are believed to have long-term growth potential but also a substantial amount of risk.

Agreement to arbitration. By agreeing to these terms, users agree to resolve disputes with StartupSpider through binding arbitration (and with very few limited exceptions, not in court), and users waive certain rights to participate in class actions (as detailed in the dispute resolution, arbitration and class action waiver in section xxii below).

StartupSpider may amend the Terms at any time in our sole discretion by posting a revised version of the Terms. Unless we make clear otherwise, access to or continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the revised Terms. If we make any material change to these Terms, we will notify Users by sending an email, posting a notice through the Services, or any other appropriate place(s).

Additional Policies

The following policies and guidelines are incorporated into the Terms by reference.

• Risk Warnings

• Privacy Notice

• Security

• Terms of Service

• FAQ

StartupSpider is an online platform which acts as a portal and connects Crowdfunding platforms on which additional services are provided.

Via the connected Crowdfunding platforms Users seek to raise funds for their own Campaigns and to contribute to the Campaigns of others. All provided via the connected Crowdfunding platform.

The Services provided on StartupSpider do not include the offer or sale of securities (as such term is defined in the Securities Act of 1933), and StartupSpider, Inc. is not a broker-dealer or a member of the Financial Industry Regulatory Authority.

We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services—subject to the Terms and the following restrictions in particular:

a. You are responsible for your account. To use many of the Services, you will need to register and create an account with a username and password. You must provide us accurate and complete information, and you must update your account information as needed to keep the information accurate and complete. You may not impersonate anyone else, choose a username that may offend someone, or violate any individual’s rights. If you do so, we may cancel your account. You are solely responsible for maintaining the confidentiality of your account and for all activities associated with or occurring under your account. If you suspect or discover any unauthorized use of your account, you should notify StartupSpider immediately by contacting us via Security@StartupSpider.com. To the extent permissible under applicable law, we are not responsible for any loss or damage arising from your failure to comply with the foregoing requirements or as a result of use of your account with or without your knowledge.

b. You are responsible for your sub-account. To get access to the connected Crowdfunding platforms a user requires specific accounts per each individual Crowdfunding platform, called “sub-account”. StartupSpider will use the details of the sub-account when connecting to the corresponding platform and retrieve user specific data, sourced by the specific Crowdfunding platform. Those sub-accounts have to follow the specific requirements of the specific Crowdfunding platform in addition to what is defined at StartupSpider.

c. Deleting your account. You may submit a request to delete your account by contacting us via info@StartupSpider, but this will not automatically delete User Content. We may need to retain certain information as required by law or as necessary for our legitimate business purposes. All provisions of these Terms survive termination of an account, including our rights to User Content.

d. You must be 18 years old. You must be 18 years old or older to sign up for an account and use our Services. Outside of Switzerland and the European Economic Area (“EEA”), minors between the age of 13 and 18 years are only permitted to use our Services through an account owned by a parent or legal guardian where the parent has provided affirmative consent and under their direct supervision. Children under 16 residing are not permitted to access the Site or use the Services. You are responsible for any and all account activity conducted by a minor on your account.

e. Follow the law and our policies. You may not take any action that violates the law, infringes or violates anyone else’s rights, or breaches any agreements or legal obligations that you have toward anyone. You may not offer any Perks that are illegal, violate any of StartupSpider’s policies, rules, or guidelines, or violate any applicable law, statute, ordinance, or regulation.

f. Be truthful. Don’t post information you know is false, misleading, or inaccurate. Don’t do anything deceptive or fraudulent.

g. Respect the rights of others. You may not threaten, abuse, harass, defame, or engage in behavior that is libelous, tortious, obscene, profane, or invasive of another person’s privacy.

h. Avoid spam and unsolicited communications. You may not distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters. Don’t run mail lists, listservs, or any kind of auto-responder or spam on or through the Site.

i. Respect the property of others. You may not distribute software viruses, or anything else designed to interfere with (1) the proper function of any software, hardware, or equipment on the Site or (2) the use of the Site by any other User. You may not access our Site or Services if we have prohibited you from doing so.

j. Do not engage in activities that affect the functioning of the Site. You may not bypass any measures that we have put in place to secure the Services, take actions to gain unauthorized access to any system, data, passwords, or other StartupSpider or User information or Services, reverse engineer or take apart any aspect of the Services to access any underlying information, or use any kind of software to “crawl” or “spider” any part of the Site.

k. Respect privacy. When you use the Services or create a Campaign, you may receive information about other Users, including personally-identifiable information (“PII”) such as names, email addresses, and physical addresses. This information is provided for purely for the purpose of fulfilling the Perks for the applicable Campaign and other Services and may not be used for other purposes, including cross-promotional marketing, without separate, verifiable consent from the User. You will maintain records of all such verifiable consent.

As this is done on the connected Crowdfunding platform the terms of the corresponding Crowdfunding platforms applies.

As this is done on the connected Crowdfunding platform the terms of the corresponding Crowdfunding platforms applies. Please remember that as a Campaign Owner, you are solely responsible for fulfilling the obligations of your Campaign and delivering Perks. If you are unable to perform on this, or any of your other legal obligations, you may be subject to legal action by Contributors.

When a Contributor makes a Contribution to a Campaign, Contributor understands that this takes place on the connected Crowdfunding platform and not on StartupSpider. Therefore StartupSpider refuses any guarantee or similar. This is fully between the Contributor and the corresponding Crowdfunding platform.

StartupSpider provides additional services. For those the following rules and terms apply (in addition to any other Additional Policies as mentioned in the Additional Policies section above).

Some services on StartupSpider may come with a fee.

Contributor makes a Contribution to a Campaign, Contributor understands that this takes place on the connected Crowdfunding platform and not on StartupSpider. Therefore StartupSpider refuses any guarantee or similar. This is fully between the Contributor and the corresponding Crowdfunding platform.

The following rules and terms apply (in addition to any other Additional Policies as mentioned in the Additional Policies section above).

a. Voluntary Contributions. All Contributions are made voluntarily and at the sole discretion and risk of the Contributor.

b. No Guarantee. Any service which is related to other users or service provider depend on them. StartupSpider does not guarantee that Contributions will be used as promised. StartupSpider also does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Campaign, Perk or Contribution, or the truth or accuracy of User Content posted on the Services.

c. StartupSpider Credit points (not refundable). Some of the services of StartupSpider are accessible by using “StartupSpider Credit points”. Those “StartupSpider Credit Points” are linked to your account and can not get transferred. They are not refundable and expire after 12 months.

d. Credit Card Charges. When you Contribute to StartupSpider Credit points or a specific service, your card will be charged the amount of the Contribution after you confirm and submit your payment information.

e. Taxes are your responsibility. Contributors are solely responsible for determining how to treat their Contributions and receipt of any Perks for tax purposes.

a. We do not endorse any User Content. While StartupSpider supports connecting Crowdfunding Platforms, we only provide the Site for Users to interact. We do not pre-screen any Campaigns or endorse any User Content on our site or the connected Crowdfunding platform.

b. We may remove User Content in our discretion. If you see User Content that violates these Terms, then let us know and we may remove it. Removing content or terminating accounts is an action we take very seriously and it might take a while to investigate and determine if User Content should be removed. We do not communicate our reasons for removing or keeping User Content on the Site.

c. We do not guarantee Perks or Refunds or Investments. Campaign Owners (or the corresponding Crowdfunding platform) are solely responsible for the delivery of Perks, investments and offerings

d. We do not provide tax or legal advice to Users. Users are solely responsible for determining how the tax laws, or any other laws apply to running a Campaign, Contributing to a Campaign, or utilizing any of the Services.

e. We do not become involved in legal disputes between Users or third parties. Though we may facilitate discussions between Users who have disputes with each other, StartupSpider takes no responsibility and does not have any liability for any disputes or violations of agreements between any Users, including between Campaign Owners and Contributors or Campaign Owners and any third parties.

f. You are responsible for your Campaigns, even if you engage our help. StartupSpider may offer services to Users or helping in certain aspects. Even if we help with your Campaign, Campaign Owners remain solely responsible for the Campaign and must comply with all obligations herein as being the only responsible party for the Campaign.

a. Service Fees. There are no fees for creating an account on the Site. The Service Fees (e.g. Membership fee for active members or the fees for specific Customer services) are effective on the date that the Service Fees are posted.

b. Taxes. Tax authorities may classify Contributions as taxable income to the Campaign Owner and any beneficiary who will receive funds directly from the applicable Campaign. This takes place on the connected Crowdfunding platform and StartupSpider is not involved. StartupSpider is unable to provide any User or third party with tax advice and suggests that such Users or third parties should consult tax advisors of their choice.

a. StartupSpider Intellectual Property. StartupSpider’s Services, Content and Marks, are legally protected in a number of ways, including copyright, trademark, service marks, patents, trade secrets, and other international intellectual property laws. You agree to respect all copyright and other legal notices, information, and restrictions contained in any StartupSpider Content, Services, or Marks accessed through the Site or the Services. You agree not to change, translate, or otherwise create derivative works of the Services.

b. Limited User Rights; License to StartupSpider Content. StartupSpider grants you a limited license to access and use User Content and StartupSpider Content, solely for use of the Services (the license is worldwide, non-exclusive, non-sublicensable, non-transferable license), in accordance with these Terms. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any User Content or StartupSpider Content unless we give you explicit permission to do so. User Content and StartupSpider Content (or content via the connected Crowdfunding platform) is licensed, and not sold to you. We reserve the right to revoke this license to access and use User Content and StartupSpider Content granted to you at any time.

Your User Content remains your property and is protected, without limitation, pursuant to Switzerland and foreign copyright laws and other intellectual property laws. When you submit User Content to the Site or via the Services, you agree to the following terms:

a. You allow us to use User Content. You grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable, right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to User Content.

b. We can make changes to or delete User Content. You grant us the right to make changes, edits, modifications, translations, formatting, or otherwise change or delete any User Content.

c. You have all legal rights to User Content. You represent and warrant that: (1) you have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to StartupSpider with respect to your User Content; (2) your User Content does not and will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law; and (3) we shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use of your User Content or have any liability to a User or any other party as a result of any use or exploitation of your User Content.

We take intellectual property rights very seriously. Please contact us via security@StartupSpider.com

a. We have the right to monitor, terminate, suspend, or delete any User Account at any time for any reason, or no reason. It is our policy not to comment on any reasons for termination and we have no obligation to provide you with a reason for termination.

b. We will not have any liability to you or third parties for any use of the Services associated with your account or Campaign. Upon termination, you must cease all use of the Services and User Content. All representations and warranties shall survive termination.

a. Credit card payment processing services are provided by 3rd party provider. As a condition to StartupSpider enabling credit card payment processing services through 3rd party provider, you agree to provide StartupSpider accurate and complete information about you and your business, and you authorize StartupSpider to share any such information with 3rd party provider, as well as transaction information related to your use of the payment processing services provided by 3rd party provider. In all cases, standard credit card or other third party processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third party credit card processing or third party payment services.

The Services may be unavailable for scheduled maintenance and other purposes, or because of unplanned outages or other malfunctions. We are not responsible if the Services are unavailable, or if you lose any data, information, or User Content for any reason.

We are always pleased to hear from our Users and welcome their comments or suggestions. However, ideas that you submit might be similar or even identical to a submission received by us or another User. When we refer to a ‘submission’ in this paragraph, we mean: any submission, comment, or suggestion (including, but not limited to, ideas, products, or services, know-how, concepts, and suggested changes) sent to us via the Site or any other manner about an existing product or service on, or a feature of, or a proposed addition to, the StartupSpider platform (“Voluntary Idea Submission”). If you send us a Voluntary Idea Submissions, you agree as follows:

a. All such Voluntary Idea Submissions are non-confidential and non-proprietary and will be treated as non-confidential and non-proprietary; Users should not send confidential or proprietary Unsolicited Idea Submissions to us via the Services or through other means such as email;

b. By submitting an Voluntary Idea Submission, you hereby grant StartupSpider a perpetual, irrevocable, worldwide, non-exclusive, royalty- free, sublicenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of and display the Unsolicited Idea Submission in connection with the Services, and for StartupSpider's (and its successor's) business, including without limitation, for promoting and redistributing part or all of the Volunteer Idea Submission (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to the User providing the Volunteer Idea Submission or others; and

c. While we appreciate your ideas, we are under no obligation to evaluate, reward, review, or use any Voluntary Idea Submission.

a. You agree to defend, indemnify and hold harmless StartupSpider, its subsidiaries and affiliated companies, and their officers, directors, employees, partners, contractors, representatives, agents, and third party providers from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys' fees and costs) and all amounts paid in settlement arising from or relating to, breach of these Terms (including, but not limited to StartupSpider-Services or investment activities performed on the connected Crowdfunding platform (including, but not limited to failure to fulfill a Perk, investments or refund a contribution) or violation of any laws. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you have agreed to indemnify us and you agree to assist and cooperate with us as reasonably required in the defense or settlement of any such matters.

StartupSpider has no fiduciary duty to any user. The services, content, user content and any other materials made available for or throughout the use of the services are provided on “as is” and “as available” basis without any warranties of any kind, express or implied, including, without limitation, implied warranties of merchantability of fitness for a particular purpose, non-infringement or course of performance. To the fullest extend permissible pursuant to applicable law, StartupSpider and its affiliates, licensors, suppliers, connected crowdfunding platforms, advertisers, sponsors and agents, disclaim all warranties, express or implied, including without limitation, implied warranties of title, non-infringement, accuracy, merchantability and fitness for a particular purpose and any warranties that may arise from course of dealing, course of performance or usage of trade. StartupSpider and its affiliates, affiliates, licensors, suppliers, connected crowdfunding platforms, advertisers, sponsors and agents do not warrant that your use of the services will be uninterrupted, error-free or secure, that defects will be corrected, or that the services or the server(s) on which the services are hosted, or any services available on any 3rd party platform are free of viruses or other harmful components. No opinion advise or statement of StartupSpider or its affiliates, licensers, suppliers, advertisers, sponsors, agents, member or visitors, connected Crowdfunding platform, user of StartupSpider whether made through the use of the services, or on the 3rd part platforms or otherwise, shall create any warranty. Your use of the services, including without limitation any services provided on any 3rd party platform, are entirely at your own risk.

a. Use the Services at your own risk. We make no qualification about the quality, safety, morality or legality of any Campaign, Perk or Contribution or the truth or accuracy of User Content or customer comments posted on the Services. We do not guarantee the fulfillment or the performance of any Perks, or that Contributions will be used as described in the Campaign. We do not control or endorse User Content posted on the Site or via the connected Crowdfunding platforms or in any Services and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such User Content. StartupSpider is not liable for any damages or losses related to your use of the Services. We do not become involved in disputes between Users, or between Users and any third party relating to the use of the Services.

b. You release us from all claims. When you use the Services, you release StartupSpider (and the connected Crowdfunding platforms) from claims, damages, and demands of every kind - known or unknown, suspected or unsuspected, disclosed or undisclosed - arising out of or in any way related to such disputes and the Services. All Content that you access or use through the Services is entirely at your own risk and you are solely responsible for any resulting damage or loss to any party. 7

c. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Services and user content, and any contact you have with other users or 3rd parties, whether in person or online, remains with you. Neither StartupSpider or any other party involved in creating, producing, funding or delivering the services will be liable (whether based on warranty, contract, tort (including negligence), product liability or any other legal theory and whether or not StartupSpider has been informed of the possibility of such damage, even if a limited remedy set forth herein is found or have failed or tis essential purpose) for (A) and incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill: (B) service interruption, computer damage or system failure; (C) the cost of substitute products or services; (D) any damages for personal or bodily injury or emotional distress arising out of or in connection with these terms; (E) the use of or inability to use the services; (F) any communications or other interactions with other users or other persons with whom you communicate or interact as a result of your use of the services; or (G) your campaigns or contributions or use of StartupSpider-Services or contributions.

In no event shall the liability (total / aggregated) of StartupSpider, connected Crowdfunding platforms, StartupSpider affiliates and subsidiaries, and their respective officers, directors, employees and agents, arising from or relating to the terms, services, or user content, or from the use of or inability to use the services exceed the total amount of fees actually paid to StartupSpider (or the connected Crowdfunding platform) by you hereunder, or one hundred EUR if no such payments have been made, as applicable.

StartupSpider does not offer investment advice or analysis, nor does it endorse or recommend investments in any company or the suitability of an investment for any particular investor. StartupSpider is not registered as a broker-dealer or financial or investment advisor and does not provide any services requiring such registration. StartupSpider makes no representation or warrant as to the adequacy, accuracy or completeness of information found anywhere on its website. Any opinions or forecasts expressed herein are only StartupSpider’s (or StartupSpider customer) and are not intended as investment advice and are subject to change without notice. Information on any of StartupSpider’s websites (or connected Crowdfunding platform) associated with an issuer offering securities are not a solicitation of an offer to buy or an offer to sell any securities.

StartupSpider may choose to compensate outside sources to help market StartupSpider’s business and services. Compensation to such parties will not be based on the success or size of any transaction.

The posting of information on any of the StartupSpider Website (or underlying application) regarding any company should not be construed as an endorsement or recommendation of that company for any purpose whatsoever. Information posed on any of the StartupSpider Website (or underlying application) does not take into account the investment objectives, financial situation or needs of any particular investor, and each investor should consider whether any investment opportunity is appropriate given their investment objectives and current financial circumstances. Any person considering any investment whatsoever is encouraged to consult with their own investment or financial advisor, tax advisor and/or attorney beforehand.

All investments entail risk. The companies on the StartupSpider Website (or underlying application) are generally small or early stage companies and are subject to risks inherent in investing in any small or early stage company, as well as other risks specific to their business and operations. In addition, securities of these companies may be highly illiquid, requiring that they be held for an indefinite period of time or have a limited market for resale. Therefore, no one should invest in any of these companies unless they have no need for liquidity of their investment and can sustain a total loss of their investment. You should only invest an amount of money that you can afford to lose without changing your lifestyle.

You should thoroughly review the complete offering materials for any investment opportunity, particularly all risk factors, prior to investing in any offering and become familiar with the investor requirements, investment limits and your ability to resell the investment.

By accessing any part of our Website (or underlying application), you agree to be bound by the Terms of Use and Privacy Policy. Copyright © 2019 StartupSpider GmbH. All rights reserved

For Users in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 for unknown claims which states: "A general release does not extend to claim which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her much have materially affected his or her settlement with the deptor”. You waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.

StartupSpider is based in Jonen, Switzerland, so for any actions not subject to arbitration, you and StartupSpider agree to submit to the personal jurisdiction of a state court located in Switzerland. The Terms and the relationship between you and StartupSpider shall be governed in all respects by the laws of the State of Switzerland, without regard to its conflict of law provisions.

Please read this section carefully. It affects your legal rights, including your rights to file a lawsuit in court.

We encourage you to contact us if you have an issue, as most issues can be resolved without the involvement of a court or arbitrator. If negotiations do not resolve any disputes relating to your use of StartupSpider or these Terms, you and we agree to submit the dispute to arbitration. The only exceptions to arbitration are (1) for intellectual property claims alleging misuse, Infringement, or misappropriation of intellectual property; (2) for claims falling within the jurisdiction of small claims court; and (3) where you have opted out of arbitration in accordance with these Terms.

This arbitration must be administered by a Swiss “Justice of the Peace” (Friedensrichter). Judgment on the arbitration award may be entered in any court with jurisdiction. Arbitrations may only take place on an individual basis. No class arbitrations or other grouping of parties is allowed. By agreeing to these terms you are waiving your right to trial by jury or to participate in a class action or representative proceeding; we are also waiving these rights. If this prohibition of class arbitrations or other grouping of parties is deemed unenforceable, then this entire “Dispute Resolution, Arbitration and Class Action Waiver” shall be deemed void and severed from the Terms. We follow Swiss “Justice of the Peace” Standards. Among other things, this means that if you initiate an arbitration against us, you will be required to pay a filing fee, and StartupSpider will pay for the other fees, including arbitrator fees. You are responsible for your own attorneys' fees unless law provide otherwise. It also means that the arbitration will be held in Switzerland. If you do not live in Switzerland, however, you agree to initiate Justice of the Peace in Switzerland. If any portion of these terms do not follow that standard, that portion is severed from these terms.

To file an arbitration, you must: (a) submit a Demand for Arbitration to a Justice of the Peace in Switzerland; and (b) send one copy of the Demand for Arbitration to StartupSpider Pilatusstrasse 12, 8916 Jonen Switzerland.

You can opt-out of the arbitration and class action waiver provisions set forth above by sending an email (from your registered email address on StartupSpider) letting us know that you are opting out by contacting us (via email at security@StartupSpider.com) with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT" within thirty (30) days of your first use of the Site, or the Effective Date of the first Terms of Use containing an arbitration and class action waiver provision, whichever is later. Otherwise, you agree to arbitrate. If you opt-out of the arbitration and class action waiver provisions set forth above, we will not be subject to them either with respect to any disputes with you.

StartupSpider will provide thirty (30) days' notice of any changes to this section by updating these Terms, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they have been posted the Site or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this paragraph is not enforceable or valid, then this subsection shall be severed from the section entitled “Dispute Resolution, Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.

This “Dispute Resolution, Arbitration and Class Action Waiver” section shall survive any termination of your account, these Terms, or the Services.

xxiii. Full Agreement Between You and Us

These Terms are the entire agreement between You and StartupSpider with respect to the Services (StatupSpider services or the connected Crowdfunding platform). They supersede all other communications and proposals (whether oral, written, or electronic) between you and StartupSpider with respect to the Services and govern our relationship. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. StartupSpider's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

We may modify or discontinue the Services at any time, in our sole discretion. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and StartupSpider’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Services, whether brought in arbitration or before a court of law, must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.