By accessing our Website and/or creating an Account, or using our Services, you are agreeing to the following terms and conditions (the "Terms"):
1. Acceptance of the Terms of Service
1.1. These Terms of Service are entered into by and between You or your business entity (“You” or the “User”) and TA Ventures Swiss Holding GmbH (“Company” or “We”). The Terms, govern your access to and use of the website XXX (“Website”), and/or our services, including any content, functionality and services offered on or through our website and/or services ( “Services”). 1.2. By accessing the Website and/or creating an Account, User agrees to be bound and abide by these Terms. Users declare that they have read and understood the Terms and declare their consent with the Terms. Users who do not agree to abide by the Terms shall not use the Website. 1.3. Any User who creates and/or uses an Account for a business entity or third party individual warrants and represents that(a) he has the full right, power, and authority to create and/or use an Account.
2. Amending and updating the Terms
2.1. Company reserves the right to amend the Terms at any time. Registered Users may be notified of such amendments. Users, who do not agree to abide by the Terms after such amendment, shall cease their use of the Services and cancel their Account, if any. 2.2. Your continued use of the Service following the posting of revised Terms means that you accept and agree to such changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. 2.3. Company revises and update these Terms from time to time in our sole discretion. All changes are effective after 30 days from the date they are posted on our website. Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
3. Rights and obligations of the Parties
3.1. Company posts selected investment opportunities are being posted at Website on a regular bases, preferably on a monthly basis. The information on investment opportunity usually include a pitch deck presentation and a teaser or presentation describing a business model. Where available, Company may provide the Member with a business plan, detailed financial model and other relevant information. 3.2. Via their Accounts, Users may give a binding commitment. When the binding commitment has been issued, User cannot cancel the commitment.
3.3. Company will have no responsibility for, nor will Company make recommendations concerning the terms, conditions or provisions of any agreement between the User and prospective investment project, including the manner or means of consummating the transaction. 3.4. Company undertakes to inform Users about exit opportunities; provide comments and opinion on the financial performance of its investment; share an annual comprehensive. investment report. 3.5. Terms and conditions of the investments shall be stipulated in legal binding documents (Share Purchase Agreement, Investment Subscription Agreement, Shareholders’ Agreement, (Convertible) Loan Agreement, etc.) (“Definitive Agreements”) between the User and SPV.
4. Investor Qualifications
4.1. The registration and the status of Registered User, and investing via the Website are available only to natural persons and legal entities, who (which) (i) are sophisticated investors; (ii) have sufficient knowledge of venture capital investment and funding; (iii) have a sound understanding of risks; and (iv) (for a natural person or a legal entity’s representative) are at least 18 years old or of legal age in their country of residence. Company may, in its sole discretion, refuse to offer access to any natural person or legal entity and change its eligibility criteria at any time. 5. Fees 5.1. Should the User purchase, invest and/or loan monies, properties, patents (or anything of value) toward any of the investment opportunities presented by the Company, regardless of the form such proceeds are so invested, then Company will charge the User the investment fees comprised of the management fee and carried interest as per the separate investment agreement signed between the Company and User on a deal by deal basis. 5.2. The Investment fees apply to the User’s total capital commitment over time, irrespective of its nature (equity or loan), and irrespective of the moment in time (including subsequent rounds of financing) when the cash is effectively invested. 5.3. All bank and transaction fees associated with the payment for the Service, including, but not limited to services of a correspondent bank or transferring money, shall be paid by User.
6.1. COMPANY REPRESENTS THAT IT NEITHER PROVIDES INVESTMENT SERVICES NOR CARRIES OUT INVESTMENT ACTIVITIES AND THAT THE SERVICES UNDER THESE TERMS ARE NOT INTENDED FOR THE PURPOSE OF BUYING, SELLING, SUBSCRIBING FOR, EXCHANGING, REDEEMING, HOLDING OR UNDERWRITING A PARTICULAR FINANCIAL INSTRUMENT OR EXERCISING OR NOT EXERCISING ANY RIGHT CONFERRED BY A PARTICULAR FINANCIAL INSTRUMENT TO BUY, SELL, SUBSCRIBE FOR, EXCHANGE, OR REDEEM A FINANCIAL INSTRUMENT.
6.2. Company is only responsible for the selection and arrangement of contacts to one or more investment opportunities for User. 6.3. Company is not liable for the accuracy, completeness, quality, reliability or credibility of the information with regard to the investment opportunities presented for the consideration of the Users on the Website. 6.4. User makes its investment decisions independently and bears full responsibility for such decisions. User also bears the economic risk of its investment decisions and is aware of the possible total loss of the capital invested. Company is not liable for any kind of economic damage resulting from an investment decision made by User.
8.1. The Terms are applicable to any User as long as such User continues to access and use the Services or maintains an Account, if any. 8.2. The cancellation of the Terms by either Party does not affect nor reduce, nor cancel any payment obligations by the User with regard to any investment fees or payment of investments, for which the Member has made an irrevocable commitment to invest. 9. Severability 9.1. Each provision of these Terms shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such provision(s) shall be reinterpreted to the fullest extent enforceable and such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of these Terms which are valid, enforceable and legal.
10.1. The Company may assign these Terms or any part of them, and the Company may delegate any of its obligations under these Terms. You may not assign these Terms or any part of them, nor transfer or sub-license your rights under these Terms, to any third party.
11. Intellectual Property;
11.1. Company owns the copyright and all intellectual property rights on features and functionality including but not limited to all information, software, text, displays, images, video and audio, and the design published on the Website by the Company or other providers of such material.
12.1. Subject to and upon the terms and conditions of this Agreement, User shall indemnify and hold harmless the Company, its service providers and its and their respective officers, directors, employees, contractors, agents, in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the User out of or relating to: 12.1.1. your violation of these Terms or your use of the Service; 12.1.2. any shares of a target company or interest in an SPV;
13. Governing Law and Jurisdiction
13.1. These Terms shall be governed by and construed in accordance with the laws of Switzerland. 13.2. In relation to any dispute that may arise between the Parties in connection with these Terms, the relevant court in Switzerland will be responsible for. 13.3. Should any legal proceeding be necessary to construe or enforce the provisions or these Terms, then the prevailing Party in such legal action shall be entitled to recover all court costs, reasonable attorney fees and costs of enforcing or collecting any judgment awarded.
14. Your Comments and Concerns
14.1. This Service is operated by TA Venture Holding GmbH. 14.2. All other feedback, comments, requests for technical support and other communications relating to the Service should be directed to: [email protected]