TERMS OF USE
1. GENERAL PROVISIONS
1.1. Verve Capital Partners AG ("VERVE"), through its website www.verve.vc ("Website"), provides notably a meeting place for entrepreneurs of early stage ventures and investors who visit the Website (each a "User"), online business and corporate management tools and services ("Business Management Tools"), and other products and services available on the Website (collectively "Services").
1.2. Users may choose to register on the Website either as entrepreneurs with early stage ventures ("Entrepreneurs") or as investors interested in early stage ventures ("Investors"); by registering on the Website Entrepreneurs and Investors (each a "Registered User") create an account ("Account") and get access to additional content and features.
1.3. Any User who creates and/or uses an Account for a company or third party individual represents and warrants that (a) he is the rightful representative of this company with signature right or is otherwise duly authorized to create such Account and (b) he is fully authorized to use such Account, in particular to publish information on behalf of such company or third party individual.
1.4. By accessing the Website and/or creating an Account, Users agree to abide by the present terms and conditions (the "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.
1.5. VERVE 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.
1.6. VERVE and the Website are not supervised by the Swiss Financial Market Supervisory Authority ("FINMA"). VERVE's business in connection with the Website is not subject to financial markets regulation, in particular the Federal Act on Collective Investment Schemes ("CISA").
1.7. Users shall not use VERVE to market services, particularly investment advisory services, which might subject VERVE or the Services provided by VERVE in connection with the Website to FINMA supervision or to the scope of CISA.
1.8. The Website and its content are not directed at, or intended for distribution to, any person or entity who is a citizen or resident of, or located or established in, any jurisdiction where in particular the use of the Website or direct investments in presented start-ups would be contrary to applicable law or regulation or would subject VERVE to any registration and/or licensing requirements and/or to any supervision in such jurisdiction. USERS COVENANT THAT THEY ARE NOT SUBJECT TO LEGAL OR REGULATORY RESTRICTIONS WHICH MAY AFFECT THEIR ELIGIBILITY TO ACCESS AND USE THE SERVICES, CREATE AN ACCOUNT OR TO PARTICIPATE IN ANY TRANSACTION IN CONNECTION WITH THE SERVICES. PROFESSIONAL LEGAL ADVICE SHALL BE SOUGHT IN CASE OF ANY DOUBT. USERS ARE IN PARTICULAR SOLELY RESPONSIBLE FOR THE SWISS FEDERAL AND LOCAL TAX CONSEQUENCES, THE U.S. FEDERAL TAX CONSEQUENCES AS WELL AS ANY OTHER TAX CONSEQUENCES UNDER THE LAW OF ANY STATE OR RELEVANT LOCAL AUTHORITY AND SHALL SEEK PROFESSIONAL ADVICE IN CASE OF ANY DOUBT.
2. THE ECOSYSTEM
2.1. The Website contains a network section (the "Ecosystem") where Users may create and administrate a public profile with general information respective to a venture (the "Company Profile").
2.2. To the extent an Entrepreneur administrates the Company Profile for his own venture, the Entrepreneur is solely responsible for such Company Profile. This includes any formal control, updating, amending and deleting of any information contained in the Company Profile. Entrepreneurs commit to ensure that none of the information contained in the Company Profile is false or misleading.
2.3. Company Profiles are accessible to any User, including such Users who are not Registered Users, and any User may share the information contained in any Company Profile via social networks or otherwise.
3. INVESTMENT PROPOSALS
3.1. Entrepreneurs may submit investment proposals, such as financial and other data, an emission prospectus (Emissionsprospekt) or any other content relating to their venture (the "Investment Proposal") to Investors. The submission of Investment Proposals by Entrepreneurs is subject to a separate agreement between VERVE and the submitting Entrepreneur.
3.2. Via their Accounts, Investors may access executive summaries of all Investment Proposals submitted by Entrepreneurs.
3.3. Upon request to VERVE and subject to approval by the respective Entrepreneur, an Investor may access complete Investment Proposals via his Account.
3.4. The Investors agree that the Investors shall keep confidential any content and/or information of the Investment Proposals, unless otherwise agreed with the Entrepreneurs.
3.5. Investors acknowledge that investments involve significant risks and the value of any investment may increase or decrease; a complete loss is always possible.
3.6. VERVE strongly recommends Investors not to rely solely on the Investment Proposals but to obtain relevant and specific professional advice and to conduct a complete due diligence before making any investment.
3.7. Investors shall not bypass VERVE when investing in a venture after they have become aware of an investment opportunity through an Investment Proposal which is available on the Website or was communicated to Investors by VERVE in a newsletter or in any other way. If an Investor should bypass VERVE when making such investment, VERVE will claim from such Investor a fee equaling 4% of interest acquired by the Investor through such investment.
4. INVESTOR QUALIFICATION
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. VERVE 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. BUSINESS MANAGEMENT TOOLS
5.1. VERVE provides additionally the Business Management Tools which enable Users to store data through their Account and to notably (i) publish jobs opportunities via the Website; (ii) create and establish reports from the stored data; (iii) create and establish map / cap tables; (iv)create and establish investment portfolios; and (v) access and use polling services. VERVE may also publish public jobs opportunities of the Registered Users, whether they use or not the Business Management Tools, and any general conditions of the Registered Users are hereby waived.
5.2. All detailed functionalities of the Business Management Tools as well as the pricing of such Business Management Tools are further described at https://www.verve.vc
5.3. All data, messages, text, files, images, photos, or other materials ("User Content") stored by Users by accessing and using the Business Management Tools are confidential by default (except for public information related to the publishing of job opportunities). Users only shall determine whether User Content will be divulgated, transmitted, communicated or shared publicly and/or with third parties.
5.4. Users understand and agree that all User Content stored on, transmitted through, or linked from the Business Management Tools are the sole responsibility of the User from whom such User Content originates. VERVE shall have no liability related to the User Content, whether arising under intellectual property laws, privacy, or otherwise.
5.5. Users represent and warrant that User Content and any content Users request to receive directly or indirectly: (i) shall not infringe any intellectual property right, or other proprietary right or right of publicity or privacy; (ii) shall not violate any law or regulation; (iii) shall not be defamatory or trade libelous; (iv) shall not include incomplete, false or inaccurate information about the User or any information about any other individual; (v) shall not be inappropriate language; and (vi) shall not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
5.6. VERVE reserves the right (but not the obligation) to take any action with respect to User Content, if VERVE believes that it may create liability for VERVE or may cause VERVE to lose the services of VERVE’s Internet service providers or other suppliers and/or providers.
5.7. VERVE cannot, nor do VERVE undertakes any obligation to, control User Content that is stored on, transmitted through, or linked from the Business Management Tools. VERVE does not make any representation or warranty, express or implied, as to the accuracy, timeliness, or completeness of such User Content, nor does VERVE undertake to verify, update or correct such User Content. VERVE reserves the right to adjust, refuse or remove any User Content at VERVE’s sole discretion, in particular to comply with any applicable law.
6. OTHER SERVICES
VERVE may provide services that are not directly related to the Website, including business consulting services for Entrepreneurs. Such services are subject to separate agreements and the present Terms do not apply.
7. NO LIABILITY
7.1. To the extent permitted under applicable law, VERVE, and any of its employees, officers, directors or affiliates (each a "VERVE Person"), waive all liability for any direct, indirect, consequential or special losses or damages of any kind whatsoever, arising from, or in connection with, the access and use of the Services, including authorized or unauthorized third party use of Accounts, or any reliance on any of the content provided on the Website, in particular in any Investment Proposal and/or emission prospectus (Emissionsprospekt) of Entrepreneurs, or stored on, transmitted through, or linked from the Business Management Tools.
7.2. Users shall hold VERVE and VERVE Persons harmless against any damage arising from their access and use of the Services. In particular, Users shall indemnify VERVE and VERVE Persons for, and hold VERVE and VERVE Persons harmless from, any claim (including legal and attorneys' fees) by any third party in connection with their access and use of the Services, including authorized or unauthorized third party use of Accounts.
7.3. VERVE uses reasonable efforts to obtain information from sources which VERVE believes to be reliable. However, VERVE does not endorse, support, represent or warrant for accuracy, completeness or reliability of any content, information, opinion or forecast provided on the Website by the Users.
7.4. VERVE provides the Services and all content thereon for information purposes only, without express or implied warranties of any kind. VERVE does not solicit any offer, or advice or recommend to buy or sell interest in any company or to conclude any transaction of any kind whatsoever.
7.5. VERVE does not warrant for uninterrupted and/or error-free availability and/or accessibility of the Services, in particular the Website, nor for continuous availability of information once provided on the Website at all times.
7.6. VERVE reserves the right to temporarily or definitively, partially or completely block or cancel any Account at any time for any reason without notice. VERVE excludes all liability for the loss of any content, in particular User Content, and any other loss, loss of profit or any other damage that might arise in connection with the blocking or cancellation of any Account.
7.7. The Services may include advertisements or similar content, and Users have no claim against VERVE for the placement of advertising or similar content notably on the Website or in connection with the display of such content.
7.8. The Website may contain links to other websites. VERVE is not responsible for the content, accuracy or opinions on such websites and such websites are not investigated, monitored or checked for accuracy or completeness.
8. PRIVACY POLICY
8.1. VERVE’s Privacy Policy is accessible at https://www.verve.vc/privacy
9. INTELLECTUAL PROPERTY
9.1. VERVE owns the copyright and all intellectual property rights on content published on the Website by VERVE or has acquired an appropriate license to publish such content on the Website. Users retain the copyright and all intellectual property rights on User Content stored on, transmitted through, or linked from the Business Management Tools.
9.2. Users grant VERVE a worldwide, nonexclusive, royalty free, perpetual license on content, including on User Content, they provide to VERVE in order to use such content in connection with the Website. Users declare that the provision of such content to VERVE does not, and VERVE's use of such content in connection with the Website will not, infringe any third party rights.
9.3. Users grant VERVE a worldwide, nonexclusive, royalty free, perpetual license to use their trade-names and trade-marks in order to market the Website, in particular by referring to such Users' use of the Website and the Services.
9.4. VERVE allows its Users to share Website content for non-commercial purposes provided that such Users refer to the Website when sharing such content, to the exception that Registered Users shall not share or make publicly available any content of the Website that is reserved to Registered Users.
9.5. Users shall not share any content (in particular if collected by spidering, crawling or otherwise processing the Website) provided on, from, to or through the Website and the Services for commercial purposes without VERVE's prior written consent.
9.6. Users who think that the provision of any content on the Website infringes any copyright or other intellectual property right may at all times contact VERVE at info@verve.vc and ask VERVE to remove such content from the Website.
10. DURATION AND TERMINATION
10.1. 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.
10.2. Subject to article 10.3., Users may at all times terminate their relationship with VERVE governed by these Terms by ceasing their access and use of the Services and cancelling their Account, if any.
10.3. If a User ceases to use the Services and cancels his Account, if any, provisions of the Terms which are by their nature meant to survive, shall stay in effect, in particular provisions regarding bypassing (article 3.7), liability (article 7.), the relevant articles of the Privacy Policy as set forth in the Privacy Policy, intellectual property (articles 9.2./9.3.) as well as governing law and jurisdiction (article 11.).
11. GOVERNING LAW AND JURISDICTION
11.1. The Terms shall be governed by Swiss law at the exclusion of any provisions of conflict of law rules that might lead to the application of other than Swiss law.
11.2. Users irrevocably submit to the exclusive jurisdiction of the competent courts of Zug, Switzerland, for any conflict arising from or in connection with the use of the Services.