TERMS OF USE

By using the Website (https://fundstarter.vc) and the Services You agree to this Terms of Use (the “Terms of Use”) in full. In case You disagree with any of the provisions of the Terms of Use (below) you should not use the Website.

Please, before using the Website also check Our Privacy Policy.

Effective date: 23 January 2023

Application of the Terms of Use:

The Terms of Use apply between FundStarter and Clients. The Terms of Use govern the access and use of the Website, and provision of the Services to Clients.

By using the Website you unconditionally agree to the Terms of Use.

We advise You to read the Terms of Use carefully before using the website.

Definitions:

The Terms of Use use the following definitions:

• ‘Associates’ – any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with FundStarter;
• the ‘Website’ – means https://fundstarter.vc;
• the ‘Privacy Policy’ – means Privacy Policy of FundStarter;
• FundStarter – means FundStarter Technologies Limited;
• ‘Client’ – means any natural or legal person that accesses the Website or uses the Services;
• ‘We’/’Us’ – means FundStarter;
• ‘You’ – means Client;
• the ‘Services’ – means services performed by FundStarter to Clients (as described in sections ‘Services’ and ‘Additional Services’ of the Terms of Use;
• ‘Investment Vehicle’ – means a fund, a special purpose vehicle and/or a sub-fund created under Mauritius, Singapore, Cayman, U.S., or UAE law.

In case any term is not defined in this section (‘Definitions’) it should be interpreted in accordance with the applicable law as defined in the section ‘Governing Law and Dispute Resolution’’ of the Terms of Use.

Modifications to the Terms of Use:

The Terms of Use may be modified by FundStarter at its sole discretion. Modifications are effective from the date of posting of the modified Terms of Use on the Website.

When You continue to use the Website You agree to the latest version of the Terms of Use. We recommend You to review the Terms of Use on a regular basis to ensure that you are aware of any changes.

Breach of the Terms of Use:

The following events will constitute a breach of the Terms of Use:

• Submission of fraudulent documents or information;
• Use of the Website or the Services by a person who is not 18 years old or for whom by virtue of a law applicable to him/her use of the Website or the Services would be illegal;
• Use of the Website or the Services in breach of section ‘Restriction on use of the Website and the Services’ of the Terms of Use;

It will also be a breach of the Terms of Use if You fail to comply with any other provision of the Terms of Use.

Restrictions on use of the Website and the Services:

Clients should not use the Website and the Services in violation of the Terms of Use.

The Services and the Website are not intended for children under 18 years of age. If You are under 18 years of age You should not apply for the services and use the Website.

Clients should not use the Website and the Services in any way that violates any applicable law or regulation.

Clients should not impersonate or attempt to impersonate FundStarter, or FundStarter employees, including, without limitation, by way of using e-mail addresses or names associated with any of the foregoing.

Clients should not use the Website in any manner that could disable, overburden, damage, or impair the Website. Furthermore, Clients should not use any software, device, or routine that interferes with the proper working of the Website and introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

The Website and the Services should not be used by Clients for any unlawful activity.

Services:

FundStarter provides Services in relation to the formation of Investment Vehicles. The Services are of administrative and coordination nature. FundStarter provides the Services by using templates prepared and approved by professional lawyers and experts.

FundStarter may also provide ancillary services (including the Additional Services) that do not constitute legal, tax, or financial advice and do not require FundStarter to be licensed or regulated under applicable law.

FundStarter does not provide any services that by virtue of applicable regulations may be performed only by regulated and/or licensed service providers. Services provided by FundStarter do not constitute legal, tax, or financial advice. FundStarter is not an investment advisor and does not provide services in relation to portfolio management and evaluation of investment opportunities.

Clients are responsible for ensuring that all activities related to the implementation, registration, and ongoing management of Investment Vehicles are done in accordance with applicable laws and regulations. We advise You to consult your counsel and investment, financial, and/or tax advisor in connection with the establishment and operation of Investments Vehicles.

Additional Services:

FundStarter may assist Clients in case they need services such as formation of management bodies for Investment Vehicles, obtaining Exempt Reporting Adviser registration, drafting of templates for convertible notes and SAFE Agreements, capital management services, and other services displayed on the Website (hereinafter the “Additional Services).

The Additional Services may fall within the scope of regulated activities (subject to the laws of a particular jurisdiction) and constitute legal, tax, and/or financial advice. In such case, the Additional Services will be performed by Our partner firms who are accordingly licensed and/or regulated in a particular jurisdiction (hereinafter “Partner Firm). Otherwise, the Additional Services will be performed by FundStarter itself.

The Additional Services that require service providers to be licensed and/or regulated will be performed on the basis of a contract concluded with FundStarter. In that case, FundStarter will act as an intermediary or an agent between You and a Partner Firm. In case applicable law does not allow such type of contract, We will provide You with details of a Partner Firm to enable You to conclude a contract directly with them.

Provision of the Services:

To use the Services, Clients should complete the checklist on the Website. After reviewing the checklist and depending on the type of Investment Vehicle that is chosen by a Client, Our team will share a more detailed form to be filled out by You.

In order to provide the Services We need to conduct KYC and AML procedures.

After the successful completion of KYC and AML procedures a digital contract will be concluded between FundStarter and You in relation to the Services.

Clients are responsible for the completeness and validity of all details and information submitted to Us, including information necessary to KYC and AML procedure and information with respect to proposed Investment Vehicles.

Furthermore, Clients are responsible to ensure that any person who acts in the name of a legal entity is duly authorized to do so and is aware of the Terms of Use and the Privacy Policy.

Intellectual Property Rights:

FundStarter retains rights to its name, logos, slogans, and product (services) names. You are not allowed to use them without the prior written consent of FundStarter.

The Terms of Use, the Privacy Policy, any material or article, and other content (including, but not limited to information, software, text, displays, images, video and audio, and the design) published on the Website or shared with you are intellectual property of FundStarter. You can not use or reproduce them without the prior written consent of FundStarter.

Fees:

We may charge You a fee for the provision of the Services. The total amount due for the particular Service will be included in the digital contract concluded with You or an offer.

Fees that are represented on the Website are for informational purposes only and do not constitute an offer. The fees may be changed at the sole discretion of FundStarter.

The fees shall be payable in accordance with an invoice sent to you unless the digital contract or an offer stipulates another method of payment.

Clients shall bear all costs associated with the payment for the Services, including but not limited to services of a correspondent bank, differences in exchange rates, and other.

Confidentiality:

We may disclose any information provided to Us to our Associates, service providers, government bodies, and other third parties as stipulated in the Privacy Policy.

Termination:

In case of breach by a Client of any provision of the Terms of Use, We may suspend the Services to such Client in full or in part. In that case, all amounts paid by a Client prior to the Termination will not be refunded and a Client shall pay all the fees for the Services already performed by FundStarter.

Clients may terminate the Services at any time by giving Us 14 days notice. In that case, all amounts paid by a Client prior to the Termination will not be refunded and a Client shall pay all the fees for the Services already performed by FundStarter, unless otherwise agreed by FundStarter and the Client.

Personal Data:

We may collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display and store all information provided to FundStarter in accordance with the Privacy Policy.

Clients are responsible for the accuracy, completeness, quality, integrity, legality, reliability, and appropriateness of all information submitted to Fudstarter in connection with the Services.

Limitation of Liability:

FundStarter is not liable for any loss, claim, or damage (including statutory fines) caused to Client and/or Client’s investors because of:

• the managing of or investing in any Investment Vehicle established by FundStarter;
• a breach of any applicable law or regulation by a Client, Client’s Investment Vehicle, or management of Client’s Investment Vehicle;
• restrictions on activities of an Investment Vehicle imposed by regulatory authorities, credit institutions, service providers, and others for a violation of any applicable sanction or dealing with politically exposed persons by an Investment Vehicle or its management.

FundStarter may not guarantee that an Investment Vehicle will be registered by regulatory authorities or that a bank account will be opened in the name of the management company of an Investment Vehicle or Investment Vehicle itself. Refusal to register an Investment Vehicle or open a bank account may accrue for reasons out of FundStarter control (for example, changes in registration/banking policy, changes in relevant legislation etc). In such cases, FundStarter will not be liable for any loss or damage caused by a non-registration, including the Fee paid by a Client to FundsStarter for the Services.

FundStarter is not responsible for any loss, claim, or damage caused by a Partner Firm or Partner Firm’s decision not to provide services to a particular Client.

FundStarter is not responsible for any loss or damage caused by any viruses or bags You may have due to the use of the Website.

Where the Website contains links or refers to other sites or resources provided by third parties, these links are only for informational purposes. We are not responsible for any damage or loss resulting in reliance on information or materials published on these sites.

This section (Limitation of Liability) does not exclude or limit any liability of FundStarter that by virtue of the applicable law may not be excluded or limited.

Indemnification:

Clients agree to indemnify, defend and hold harmless FundStarter, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from any possible claim, liability, damage, judgment, award, loss, cost, expense or fee (including reasonable attorneys’ fee) arising out of or in connection with:

• Client’s breach of the Terms of Use;
• Client’s violation of any applicable law;
• any securities of a target company or interest in an Investment Vehicle;

Assignment:

FundStarter may unilaterally assign the Terms of Use or any part of them or delegate any obligation contained in the Terms of Use to any other party at its own discretion.

Clients may not transfer, assign or sub-license the Terms of Use or any part of them.

Governing Law and Dispute Resolution:

The Terms of Use are governed by the laws of England and Wales.

Any dispute, claim, or controversy arising out of or in connection with the Services or the Terms of Use shall be settled amicably by mutual discussions. In the event the dispute, claim, or controversy is not resolved amicably, it shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law shall be the substantive law of England and Wales.

Before submitting any dispute, claim, or controversy to arbitration, Clients should first send a letter of claim to FundStarter by email: hello@fundstarter.vc. In case FundStarter and a Client do not resolve such dispute, claim, or controversy within 30 days following receipt of a letter of claim by FundStarter, a Client may initiate an arbitral proceeding.

No Partnership:

The Terms of Use do not constitute partnership, agency, joint venture, employment, or other business arrangements with Clients.

Entire Agreement:

The Terms of Use constitute the sole and entire agreement between FundStarter and Clients in relation to the Services and use of the Website. The Terms of Use supersede any and all prior and contemporaneous agreements, representations, and warranties, both written and oral between FundStarter and Clients in relation to the Services.

In the case any provision of any document entered between FundStarter and Clients is in conflict with the Terms of Use, the Terms of Use should prevail.

Severability:

In case any provision of the Terms of Use is held by a court of competent jurisdiction or arbitrator appointed pursuant to the Terms of Rules  to be invalid, void, illegal, or unenforceable, such provision shall be eliminated or limited to the extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Contacts:

In case you have any questions in relation to the Services or application of the Terms of Use you may contact us by email: hello@fundstarter.vc.