Membership Agreement

TRIBELY LIMITED and YOU Membership Agreement

THIS MEMBERSHIP AGREEMENT is made on the Effective Date.

Between

  1. TRIBELY LIMITED incorporated and registered in England and Wales with company number 09317471, whose registered office is at 238 St Margaret’s Road, Twickenham, Middlesex, TW1 1NL (“SeedTribe”); and

  2. You, as a SeedTribe member.

  1. DEFINITIONS AND INTERPRETATION

    1. The definitions and rules of interpretation in this paragraph apply in this Agreement.

      act as an entrepreneur

      to use the Platform to seek capital for a business and participate in the post-investment process after an investment is made in the business;

      act as an investor

      to use the Platform to invest capital in a business and participate in the post-investment process after an investment is made in the business;

      Additional Information

      has the meaning given in paragraph 21.1;

      Agent

      has the meaning given in paragraph 4.4;

      Agreement

      this Membership Agreement between you and us;

      business

      a business which is seeking capital on the Platform, as explained further in paragraph 9.1;

      Business Day

      any day other than a Saturday, Sunday, English or international public / national holiday;

      Client Subscription Account

      an account for the Investee Company which will hold investor funds;

      Companies Act

      the UK Companies Act 2006, as it may be amended from time to time;

      Corporate Member

      a legal person, including a limited company, a limited partnership, a limited liability partnership, or other form of legal entity who becomes a member of the Platform;

      Detailed Pitch

      the detailed information about a business seeking capital through the Platform that is displayed when clicking through a Summary Pitch;

      Effective Date

      means the date on which you confirm the Membership Agreement Checkbox;

      Execute

      with respect to this Agreement, any Platform Agreement or any other agreement you enter with us, express your assent to be bound by its terms through the electronic means provided on the Platform or otherwise sign or execute in a manner approved by us; and “Executing” and “Execution” shall be construed accordingly;

      FCA

      the Financial Conduct Authority;

      FCA Rules

      the UK Financial Services and Markets Act 2000, all secondary legislation implemented thereunder, rules and regulations promulgated by the FCA or any successor or replacement regulatory body responsible for the regulation of our business, and any other financial services laws or regulations applicable to us;

      GCEN

      Global Currency Exchange Network, regulated by the FCA under the Payment Services Regulations 2009 (registration number 504346);

      GCEN Balance

      means your GCEN account;

      GCEN Fee

      a fee charged by GCEN of 0.3% on the amount withdrawn, or such other fee as notified to you from time to time;

      Government Member

      a department, executive agency or non-departmental public body of a national, regional, local or supra-national government who becomes a member of the Platform;

      Individual Member

      a natural person of 18 years or over who becomes a member of the Platform;

      Investee Company

      the one or more legal entities or arrangement that operate the business in which an investment is made through the Platform;

      Investment Agreement

      an investment agreement you Execute when making an investment through the Platform;

      Investor Appropriateness Test

      the test by which we determine whether to authorise you to act as an investor, as explained further in paragraph 11.6;

      Investment Decision

      a decision whether to invest in a given business through the Platform, and if so, how much to invest;

      Lead Entrepreneur

      with respect to a business for which a Pitch has been created or to an Investee Company following investment, the person who has primary responsibility for the relationship between the business, its investors and us, as explained further in paragraph 16.2;

      member

      a person who has joined the Platform as a member, including affirming assent to the relevant Membership Agreement and whose membership has not been terminated or suspended pursuant to paragraph 19;

      Membership Agreement Checkbox

      has the meaning given in paragraph 3.2;

      person

      a natural or legal person, including a partnership, unincorporated association or other unincorporated entity that, despite not having a distinct legal personality, is acting for purposes of this Agreement as a unified body;

      Pitch

      a Summary Pitch and Detailed Pitch, taken together;

      Pitch Agreement

      has the meaning given in paragraph 16.3;

      Platform

      has the meaning given in paragraph 2;

      Platform Agreement

      has the meaning given in paragraph 3.4;

      post-investment process

      with respect to an investor, the information, rights, payments and transfer processes referred to in paragraph 12, and with respect to an entrepreneur, the information provision and other activities referred to in paragraph 17;

      Privacy Policy

      the privacy policy of SeedTribe, which is accessible from each page of the Website and to which you are deemed to have consented by using the Website;

      Profile

      the profile you complete as part of joining the Platform, as explained further in paragraph 8.4;

      Self-Certification Checkbox

      has the meaning given in paragraph 5.2;

      Shares

      has the meaning given in paragraph 9.1;

      Subscription Agreement

      a subscription and/or shareholder and/or other agreement(s) entered into by the Investee Company in respect of the investment;

      Summary Pitch

      the summary information about a business seeking capital through the Platform;

      Terms of Use

      the terms of use for the Website, which are accessible from each page of the Website and to which you are deemed to have consented to by using the Website;

      Unincorporated Member

      a partnership or unincorporated association (including a fund that is not structured as a legal person) who becomes a member of the Platform;

      we, us and our

      SeedTribe, any of our subsidiaries and any holding company (as those expressions are defined in section 1159 of the Companies Act 2006) and where the context permits, our permitted assignees, transferees and delegates;

      Website

      the website currently hosted at the domain http://www.tribely.co.uk and all pages at sub-domains thereof and may, from time to time hereafter, include pages hosted at other domains and identified by us as forming part of the Platform; and

      you or your

      you, as the SeedTribe member, who is a party to this Agreement.

    2. Paragraph headings shall not affect the interpretation of this Agreement. References to paragraphs are to the paragraphs of this Agreement.

    3. A reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    4. Words in the singular shall include the plural and vice versa.

    5. A reference to one gender shall include a reference to the other genders.

    6. A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts; provided that, as between the parties, no such amendment or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

    7. Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status or legal concept is, in respect of any jurisdiction other than England and Wales, deemed to include what most nearly approximates in that jurisdiction to the English legal term.

    8. A reference to “writing” or “written” includes e-mail.

    9. Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

    10. A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of this Agreement) at any time.

    11. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative, and shall not limit the sense of the words preceding those terms.

    12. Any use of the terms “you must”, “you shall”, “you may only”, “you may not” or similar terms mean that, in agreeing to the terms of this Agreement, you expressly agree to be bound by whatever action or commitment such terms reference.

  2. INTRODUCTION

SeedTribe offers a service that provides entrepreneurs with a platform to pitch ideas to and obtain investment from investors, and provides investors with a mechanism to invest in those ideas and businesses which, based on their own independent decision, they choose to support (the “Platform”).

  1. THIS AGREEMENT

    1. This legally binding Agreement sets out our relationship by recording the rights and obligations owed to and by each other and governs your use of the Platform. By Executing this Agreement, you agree to be bound by and adhere to all of its terms.

    2. This Agreement shall become effective and binding when you Execute it via confirming the electronic checkbox provided on the Platform ‘I understand and agree to the Terms of Use, Privacy Policy and Membership Agreement’ (the “Membership Agreement Checkbox”). In the event you inadvertently or deliberately circumvent the Membership Agreement Checkbox, or a technical issue prevents you from selecting it, you agree that any further use of the Platform to act as an investor or act as an entrepreneur following the availability to you of this Agreement will bind you to this Agreement.

    3. We may amend this Agreement from time to time. If we do so in a manner that affects any of your substantive rights, we will notify you of the amendment or amendments at least 10 Business Days before they take effect with respect to you. Such notification may occur by email, by notice to you when you log onto the Platform or by other means. If we provide you such notice and you do not object to an amendment by the means given in the notice prior to the amendment taking effect, you will be deemed to have agreed to the amendment. If you object to an amendment, such amendment will not be effective with respect to you, but your rejection will be deemed to constitute your notice of termination in accordance with paragraph 19.1.

    4. In addition to this Agreement, you and we may enter into other contracts. For example, if you act as an entrepreneur, you may enter into a Pitch Agreement with us, and if you succeed in raising capital through the Platform, you and the Investee Company may also enter into a Subscription Agreement. If you act as an investor, you may enter into an Investment Agreement each time you make an investment through the Platform. By using the Website, you are deemed to have agreed to our Terms of Use and Privacy Policy. All of these agreements and other agreements you may Execute in connection with your use of the Platform (“Platform Agreements”), are intended to be consistent with each other and should be read and interpreted together, but if a conflict arises, the terms of any agreement to which you agree after this Agreement will prevail over the terms of this Agreement, while the terms of this Agreement will prevail over the terms of any agreement to which you agreed before this Agreement (including, without limitation, the Terms of Use and the Privacy Policy).

  2. REGISTRATION CRITERIA

    1. In order to join as a member of the Platform, you must be either an Individual Member, a Corporate Member, an Unincorporated Member or a Government Member, and in agreeing to the terms of this Agreement, you warrant that you meet one of these criteria.

    2. You must inform us as soon as reasonably practicable if you cease to be eligible under the criteria in paragraph 4.1. If you inform us, or if we otherwise discover, that you have ceased to be eligible as a member, your membership will be suspended in accordance with paragraph 19.3. If you later become eligible to be a member again and inform us of this, your membership may be reinstated at our discretion.

    3. You may not attempt to create multiple accounts or memberships by using different email addresses or other identifying information. If you attempt to do so, those accounts will be deleted and your membership will be terminated in accordance with paragraph 19.2.

    4. If you are a Corporate Member, an Unincorporated Member or a Government Member, you must designate at least one natural person to take actions on your behalf (an “Agent”). Your Agent is the person who provided his or her name as your appointed representative in the joining form on the Platform. Should you wish to replace your Agent at any time, you may do so by having either the outgoing Agent or one of your directors or officers notify us. Your Agent is not an Individual Member (except to the extent that they join separately as such) and only has rights and obligations under this Agreement to the extent that he or she is, or purports to be, acting for you. Throughout this Agreement, any reference to “you” which relates to taking a particular action through the Platform, or doing anything else that only a natural person can physically do, shall be read as a reference to your Agent doing so on your behalf, while any other reference to “you” shall be read as a reference to you as a Corporate Member, an Unincorporated Member or a Government Member.

    5. Irrespective of whether you join as: an Individual Member; a Corporate Member; an Unincorporated Member; or a Government Member, all members of the Platform essentially act in one of two ways: as an investor (i.e. investing in a business or businesses) or as an entrepreneur (i.e. pitching to other members for investment in their business or businesses). Acting as an investor does not preclude you from also acting as an entrepreneur, and vice versa. In the event that you choose to act both as an investor and as an entrepreneur, the provisions of this Agreement relevant to investors will apply to you to the extent that you are acting as an investor, and the provisions of this Agreement relevant to entrepreneurs will apply to you to the extent that you are acting as an entrepreneur.

  3. MEMBERSHIP PROCESS

    1. Upon you:

      1. agreeing to be bound by the terms of this Agreement; and

      2. self-certifying on the Website as one of the following:

        1. Everyday Investor, being a person that has not, in the previous 12 months, invested more than 10% of their net assets1 in non-readily realisable securities; and undertakes that, in the following 12 months, they will not invest more that 10% of their net assets in non-readily realisable securities;

        2. Advised Investor, being a client of a professional services firm that will advise you on whether investments of the type displayed on the Platform are suitable for you;

        3. Sophisticated Investor, being a person that has invested in more than one unlisted company in the last two years or has been a member of a business angel syndicate for at least six months; or

        4. High Net Worth Investor, being a person with gross income in excess of £100,000 per annum or net assets in excess of £250,000;2

you will become a member of the Platform and will remain so unless and until your membership is terminated or suspended in accordance with paragraph 19. Our obligations to you are as set forth in this Agreement and the Platform Agreements.

    1. Self-certification occurs when you confirm the electronic checkbox provided on the Platform ‘I confirm I am [an Everyday Investor] [an Advised Investor] [a Sophisticated Investor] [a High Net Worth Investor]’ (as applicable) (the “Self-Certification Checkbox”). If, during the period of your membership, you become aware of circumstances that mean that you fall into a different self-certification category than you selected upon joining, you must notify us of that change in accordance with the notification procedure in paragraph 29. For the avoidance of doubt, all members must complete the Self-Certification Checkbox, even if at the date of joining the Platform they intend to only act as an entrepreneur.

    2. Without prejudice to your request to become a member and without prejudice to the process in this paragraph 5, by agreeing to the terms of this Agreement you warrant to us that, in your view, you have the experience, expertise and knowledge to understand the risks involved in, and make your own Investment Decisions about, investments in early-stage and other businesses of the type displayed on the Platform. Some of these risks are listed in the next paragraph.

RISK FACTORS

    1. You understand the risks of investing on the Platform include but are not limited to:

      1. Complete Loss of Capital. Most early-stage businesses, and many other businesses, fail. If you invest in a business displayed on the Platform, it is significantly more likely that you will lose all of your invested capital than you will see any return of capital or a profit. You should not invest more money in the types of businesses displayed on the Platform than you can afford to lose without altering your standard of living.

      2. Irrelevance of past performance. Past performance of a business or investment is not an indication of future performance of that business or investment. The value of your investment may go down as well as up due to a number of factors including but not limited to the volatility of world markets, interest rates and capital values. You may not necessarily get back the amount you invested.

      3. Illiquidity. Almost all investments you make in businesses displayed on the Platform will be highly illiquid. It is very unlikely that there will be a secondary market for the Shares of the Investee Company. This means that you are unlikely to be able to sell your Shares until and unless the Investee Company floats on a stock exchange or is bought by another company; and, even if the Investee Company is bought by another company or floats, your investment may continue to be illiquid. Even for a successful business, a flotation or purchase is unlikely to occur for a number of years from the time you make your investment.

      4. Rarity of Dividends. Businesses of the type displayed on the Platform rarely pay dividends. This means that if you invest in a business through the Platform, even if it is successful you are unlikely to see any return of capital or profit until you are able to sell your Shares in the Investee Company. As explained in paragraph 5.4.3, even for a successful business this is unlikely to occur for a number of years from the time you make your investment.

      5. Subsequent Dilution. Any investment you make in a business displayed on the Platform is likely to be subject to dilution. This means that if the business raises additional capital at a later date, it will issue new shares to the new investors, and the percentage of the Investee Company that you own will decline. These new shares may also have certain preferential rights to dividends, sale proceeds and other matters, and the exercise of these rights may work to your disadvantage. Your investment may also be subject to dilution as a result of the grant of options (or similar rights to acquire shares) to employees of, service providers to or certain other parties connected with, the Investee Company.

      6. Diversification. If you choose to invest in businesses of the type displayed on the Platform, such investments should only be made as part of a well-diversified portfolio. This means that you should invest only a relatively small portion of your investable capital in such businesses, and the majority of your investable capital should be invested in safer, more liquid assets. It also means that you should spread your investment between multiple businesses rather than investing a larger amount in just a few.

    2. Notwithstanding the process in this paragraph 5, we may decide for any reason whatsoever, or no reason, not to permit you to become a member. We will not be liable to you for any losses, damages or costs arising from our decision and we will not be obliged to explain our decision.

    3. Once you have become a member we will not normally revoke that (except in accordance with termination or suspension of your membership, as described in paragraphs 19 and 20), but we reserve the right to do so if facts come to our attention that lead us to believe:

      1. that you may not have the experience, expertise and knowledge required to understand the risks involved in, and make your own Investment Decisions about, the investments available through the Platform;

      2. you are operating the service outside of the United Kingdom; or

      3. you did not complete the process in this paragraph 5 completely, truthfully and honestly.

        1. For the Self-Certification Checkbox, this means that the declaration you make is relevant, truthful and genuinely applies to you.

        2. For the Investor Appropriateness Test, this means that you must answer all questions entirely on your own and without assistance.

    4. In addition, you may become a member only if you are resident in one of certain countries, as set forth on the Platform.

    5. In the case of a Corporate Member, an Unincorporated Member or a Government Member, completion of the authorisation process by your Agent constitutes completion by you on behalf of the individuals you represent, and the outcome of such completion will be binding on you even if you subsequently replace your Agent.

  1. REPRESENTATIONS AND WARRANTIES

    1. By applying to become a member, you warrant and represent to us that:

      1. all information that you supply to us is complete, true, accurate and not misleading in any material respect;

      2. you enter into this Agreement and any transactions contemplated by this Agreement, as principal and not as another person’s agent or representative, other than in accordance with paragraph 4.4;

      3. you are not under any legal disability with respect to, and are not subject to any law or regulation which prevents your performance of, this Agreement and any transactions contemplated by this Agreement;

      4. you have obtained all necessary consents and have the authority to Execute this Agreement and any transaction contemplated by this Agreement; and

      5. you are in compliance with all applicable regulations to which you are subject including, without limitation, all tax laws and regulations, exchange control requirements and registration requirements.

    2. The above warranties and representations shall be deemed to be repeated each time you provide us with instructions or enter into any transaction contemplated by this Agreement.

    3. You undertake that, throughout the duration of this Agreement, you will promptly notify us of any change to the details supplied by you or any change or anticipated change in your financial circumstances (including any actual or threatened litigation) which may affect the basis upon which we undertake business with you.

  2. OUR RELATIONSHIP WITH YOU

    1. If and to the extent that you make an investment through the Platform or seek to raise capital through the Platform, you are our client, and we will treat you as our client for all purposes related to such investment or such capital-raising. Unless we notify you otherwise, we will categorise you as a “retail” client for purposes of the FCA Rules. You are not our customer or client for purposes of the FCA Rules except as otherwise provided for in this paragraph.

    2. We do not provide advice or recommendations with respect to any aspect of transactions conducted through the Platform, other than advice on the technical use of the Platform. This means, among other things, that we cannot give you any investment, legal, tax or other advice in connection with your membership or any investments you make through the Platform, and nothing on the Platform or in any communications we send to you is intended to constitute advice or a recommendation. If you need or want advice, you should consult an appropriate professional financial, legal, tax or other business adviser.

    3. In agreeing to the terms of this Agreement, you agree that all of the activities that we conduct with you take place within the United Kingdom, regardless of where you may be physically located at the time you use the Platform or otherwise engage with us. This means that you agree that our activities are subject only to the laws of the United Kingdom and not to the laws of any other country in which you may be physically present at any given time, and therefore that any redress you may seek from us must be sought under United Kingdom law. However, you agree to comply with all relevant laws and regulations that may apply to your use of the Platform in any jurisdiction in which you may be located. Without prejudice to this paragraph 7.3 or paragraph 28.9, you agree that under no circumstances will you make any claim to the effect that our activities are conducted in, or subject to, the laws of any country other than those of the United Kingdom.

    4. If you make a pledge to a Pitch in accordance with paragraph 10.2, this is in no way indicative of a guarantee that your pledge will result in an investment in the Investee Company and you hereby waive any rights you may have against us for any failure of your pledge to be accepted.

  3. THE PLATFORM

    1. Your interactions with us and with other members will take place almost entirely through the Platform. If you act as an entrepreneur, you will use the Platform both for the process of seeking capital and for keeping your investors informed following completion of an investment. If you act as an investor, you will use the Platform to make investments, including transferring money, and to follow the progress of your investments after they have been completed, which may include receiving proceeds from disposals or dividends. In addition, most communications between us and you, and between you and other members, will take place through the Platform. There are certain exceptions where we may interact with you, or you may interact with other members, via direct email, telephone or in person, but in general you should expect that you will not be able to communicate with us or with other members via any means other than the Platform. If you are uncomfortable using the Platform for these interactions, you should not Execute this Agreement and become a member.

    2. Access to the Platform is performed using an authentication token. The authentication token may be an email address and password pair, setup by you, or an authentication token provided by an external Platform on which you have an account. Your SeedTribe membership is personal to you and is not transferable. As long as the correct authentication token is used, we will assume that you are the person conducting activity on the Platform. You may have one or more authentication tokens and we may or may not ask you for additional authentication tokens to allow you to perform specific actions on the Platform. You may not permit any other person or device to access your authentication tokens (including, but not limited to, sharing or accidentally disclosing your authentication tokens). In the event you do, you will be fully responsible for all actions on the Platform by the person or device to whom you permitted access and by any other person or device to whom that person or device permitted access, and we will not be liable to you for any losses, damages or costs arising from you permitting access to your authentication tokens. You should note that we may terminate or suspend your access to the Platform under specified circumstances as described in paragraphs 19 and 20.

    3. Your authentication tokens are the methods used by us to identify you and so you must keep them secure at all times. You must notify us immediately if you learn or suspect that the security of your password, or of the account or accounts you use to sign in to the Platform, may have been breached. If we receive such a notification from you or determine ourselves that the security of your authentication tokens may have been breached, you will not be able to access the Platform until measures have been taken to verify your identity.

    4. The first time you log onto the Platform, you will be prompted to complete a Profile. The information you provide in your Profile is the basis on which we identify you for purposes of communicating with you, fulfil any reporting obligations that we have to any regulatory or governmental authorities, and conduct any anti-money laundering or other checks we run on you (as described in paragraph 10.4). To the extent that you choose to make your Profile “public” for certain purposes, it will also be the basis on which other members identify you. You must complete the Profile truthfully, and you must keep the information in your Profile up to date. If you have an active Pitch, you will not be able to edit your Profile, however, we will be able to edit it on your behalf.

    5. You are solely responsible for any content you post on the Platform, including your Profile, information about a business for which you are seeking capital (as described in paragraph 16), information posted in connection with a post-investment process (as described in paragraphs 12 and 17) and any other information you post. You may not post, transmit or share information on the Platform that you do not own or have permission to display, publish or post. You agree to indemnify and hold harmless each other member and us from and against any loss, damages or costs arising from or in connection with any content you post on the Platform.

    6. You are solely responsible for your interactions with other members. We reserve the right, but are not obliged, to monitor actions and disputes between you and other members.

PROVISIONS APPLICABLE WHEN ACTING AS AN INVESTOR

  1. TYPE AND STRUCTURE OF INVESTMENTS

    1. As a member you will have the opportunity to invest in some or all of the investments available from time to time on the Platform. Each of these investments consist of equity, equity-like interests or other securities or instruments (which we refer collectively as “Shares”) in one or more businesses or arrangements that invest in businesses (which we refer to collectively as a “business”). These investments will be held through a nominee arrangement as described further in paragraph 9.2.

    2. Your Shares in the Investee Company will be held by us on your behalf and as your nominee. In agreeing to the terms of this Agreement you give us power to administer these Shares on your behalf. The full terms of this nominee arrangement are set forth in the relevant Investment Agreement. Where we hold and administer your Shares pursuant to a nominee arrangement, you will be the beneficial owner of the Shares of the Investee Company but not the legal owner. This means, in effect, that you will receive an economic interest in the Investee Company that is equivalent to the economic interest you would hold if you purchased its Shares directly (subject to our fees), but you will not hold or administer the Shares and will therefore not be in the same legal position as a direct shareholder would be.

    3. Instructions given by you or your Agent, or given by the nominee on your behalf, constitute a binding contract and they cannot be amended or cancelled after they have been given.

    4. Certain of the investment opportunities available on the Platform may be deemed to be unregulated collective investment schemes (UCIS) for the purposes of the FCA Rules. In order to promote such opportunities to you, you may be required to complete an investment authorisation process other than, or in addition to, those described in paragraph 5. By doing so, you expressly agree that we may promote these unregulated collective investment schemes to you.

    5. The opportunity to invest in the Shares of a business, as described in this paragraph 9, may also be deemed to involve an “offer” to you of those Shares. In agreeing to the terms of this Agreement, you are expressly agreeing that you consider, and will treat for all purposes, any such offer (a) as “not being calculated to result, directly or indirectly, in such Shares becoming available to persons other than those receiving the offer,” as that phrase is used in section 756(3) of the Companies Act, and, as a consequence, (b) as not being a “public offer” for purposes of section 755 of the Companies Act.

  2. PAYMENT

    1. For the period you are a member, you agree to:

      1. maintain a GCEN Balance; and

      2. comply with all of GCEN’s requirements for the proper operation of that account.

    2. When you are acting as an investor you agree to provide valid payment at the time you pledge to a Pitch into your GCEN Balance. The amount you pledge will be released from your GCEN Balance to the Investee Company’s Client Subscription Account at such time as set out in the relevant Investment Agreement and, in particular, only if the business has reached its final fundraising target (i.e. if the total amount of money pledged by all members acting as investors and participating in that investment is more than or equal to the final fundraising goal). If the Investee Company does not reach their final fundraising target or some or all of your pledge is not required for the relevant funding round (as described in the relevant Investment Agreement) then such amounts will be retained in your GCEN Balance and can be used for any future investments made through the Platform unless you choose to withdraw such funds. If you choose to withdraw funds from your GCEN Balance, the GCEN Fee will be payable. You will not receive interest on any money held in your GCEN Balance.

    3. When proceeds are paid to you on an investment as described in paragraph 12.1, the money will be credited to your GCEN Balance.

    4. We have certain responsibilities under the FCA Rules and other applicable regulations to verify the identity of, and run anti-money laundering checks on, clients who act as investors. In order to fulfil these responsibilities, we may use third-party identification checking services to confirm your identity when you first seek to transfer money into your GCEN Balance. In the event that this service is not able to verify your identity to a sufficient level of authentication, you may be asked to send us physical or scanned versions of certain identification documents. From time to time after you have made your first transfer into your GCEN Balance, we may need to run additional identity checks on you. In agreeing to the terms of this Agreement, you expressly agree that we may run any and all of these checks on you, and that you may not be able to transfer money into your GCEN Balance or make investments until and unless these checks are completed. We will not be liable for any losses, damages or costs arising from our conduct of these checks or your inability to transfer money into your GCEN Balance or make investments while the checks are pending or as a result of the unsatisfactory completion of the checks.

  3. THE INVESTMENT PROCESS

    1. All Pitches on the Platform are created either by a member acting as an entrepreneur, or by us on their behalf.

    2. Anyone browsing the Website will be able to view the Summary Pitch but only members can click through on a Summary Pitch to see the Detailed Pitch. The Pitch is the information upon which you will make an Investment Decision, and you are agreeing that clicking through on a Summary Pitch is a request to see further information to allow you to make an Investment Decision.

    3. We have reviewed every Pitch that you see on the Platform (or, in the case of Pitches created by us, we have prepared the Pitch), and we have approved its contents as of a specified date as a financial promotion for the purposes of the FCA Rules. This means that we have concluded that the information, taken as a whole, is “fair, clear and not misleading” as of such date, which in turn means that for factual statements we have reviewed evidence of their accuracy, and that for aspirational statements or statements of opinion or belief we believe they are phrased appropriately in light of their speculative or subjective nature. You should note that in the case of factual statements, the evidence we review is provided by the business, and while we take reasonable care in our review we do not audit it, which means that we may not be able to, and will not be liable if we fail to, identify forged or altered evidence or information or deliberately misleading or inaccurate statements (other than by reason of our wilful default or fraud). You should further note that in the case of aspirational statements or statements of opinion or belief, the nature of the types of businesses displayed on the Platform is such that they are likely to have high ambitions, and we may approve statements that convey those ambitions even where we do not have a view on whether it is likely that they will be fully realised, and approval does not convey a belief on our part that it is likely that they will be fully realised.

    4. Our approval of a Pitch, as described in paragraph 11.3, does not mean that we are recommending that you make an investment in the business, that we believe the business is likely to be successful or that we take any responsibility or will in any way be liable to you if the business is not successful. Upon receiving a Detailed Pitch, the Investment Decision with respect to any investment through the Platform is yours and yours alone. Other than what is contained in the Pitch, we have not reviewed or approved any information about the business. The “Q&A”, “Endorsements” and “Updates” sections and any additional documents made available for download do not constitute part of the Pitch. Any responses to questions in the “Q&A” section by the entrepreneur and any documents downloaded on request constitute “one-off communications” and should be treated in the same way as if you had a one-on-one email conversation with the relevant entrepreneur without any involvement from us. In addition, no other information set forth outside of the Pitch, including in documents provided by the entrepreneur, on the business’s website, in social media profiles or elsewhere, constitutes part of the Pitch, and it has not been reviewed or approved by us. We take no responsibility for the statements made in the “Q&A”, “Endorsements” and “Updates” sections by the entrepreneur or for documents or other information provided by or about the business outside of the Pitch and you should not rely on any such information in making your Investment Decision.

    5. Pitches are presented on the Platform in order for you to make your Investment Decisions and not for any other purpose. While you are not legally required to keep the information presented in Pitches confidential, you may not use it in any way to compete with or otherwise impede the success of the relevant business, and if you do so we may bring an action against you for any damage you have caused to our reputation, to our business or otherwise.

    6. After reviewing a Pitch, you may choose to make an investment in the business after achieving a ‘pass’ score in the Investor Appropriateness Test on the Website. The purpose of the Investor Appropriateness Test is to allow us to make a determination as to whether you have the experience, expertise and knowledge required to understand the risks involved in, and make your own Investment Decisions about, the investments available through the Platform. You will be presented with a set of questions and, based on the answers you provide, we will make a determination as to whether or not you sufficiently understand the risks involved in the types of investments available on the Platform. Should you fail the Investor Appropriateness Test we may, at our discretion, permit you to complete it again at a future date, but we are under no obligation to do so. Following the successful completion of the Investor Appropriateness Test, you may choose to make an investment in the business by clicking on the appropriate button, where you will be asked to indicate how much you would like to invest.

    7. After you have (i) decided to invest in a business and how much and (ii) passed the Investor Appropriateness Test, as described in paragraph 11.6, the final step for you to make the investment will be to Execute an Investment Agreement through the means provided on the Platform. The Investment Agreement sets out the terms on which you purchase the Shares of a business in which you’ve decided to invest and it also describes the nominee arrangement referred to in paragraph 9.2. The terms of the Investment Agreement will govern your relationship with us as nominee as well as your relationship with the business in which you invest.

    8. You may have the right to cancel your investment for up to 7 days following notice from us that the business has reached its initial fundraising target. Any such cancellation rights will be described in the relevant Investment Agreement. If you do not exercise your right to cancel the investment within such specified period, your investment is irrevocably committed and not cancellable.

    9. You may invest multiple times in the same business if you so choose. In order to do so, you will need to repeat the process described above, including Executing a new Investment Agreement with respect to each of the additional investments you make.

    10. For any given business seeking capital through the Platform, the relevant Investment Agreement will set forth the process and circumstances under which we will complete or not complete the investment, as well as the consequences of such completion or non-completion.

  4. POST-INVESTMENT PROCESS (INVESTORS)

    1. Once you have entered into an Investment Agreement with respect to an investment, the investment will be listed in your “Portfolio” section of the Platform, and you will be able to see information about other investment that has been committed to the business through the Platform. If the investment is completed as described in paragraph 11.10, it will continue to be listed in your “Portfolio” section, and through that section you will be able to access information and exercise certain other rights, all as set forth in the Investment Agreement. If Investee Companies create quarterly and / or annual reports, we will make such reports available to you through your “Portfolio” section of the Platform.

    2. If dividends, other distributions or proceeds are paid in respect of your investments (which as explained in paragraph 5.4 above is unlikely), we will distribute your share of the dividends, other distributions or proceeds to you. These payments will be credited to your GCEN Balance, less any applicable fees, all as set forth in the Investment Agreement.

    3. We do not intend to create a market for you to purchase and sell Shares in which you have invested, and in making any investment you should be aware that it is unlikely that you will be able to sell your Shares. However, there are certain circumstances in which you may be able to sell or otherwise transfer your Shares in a private transaction, all as set forth in the Investment Agreement.

  5. TAXATION

Your investments may be subject to tax. Tax treatment depends on individual circumstances and is subject to change in the future. For example, you may be liable to pay taxes on any dividends or gains you receive from your investments. Payment of taxes is entirely your responsibility, and save as required by UK law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax position or liability other than the information about your transactions and investments described in paragraph 12.1. In addition, you may be eligible for certain tax reliefs on investments you make through the Platform, for example under the Enterprise Investment Scheme (EIS) and the Seed Enterprise Investment Scheme (SEIS) if you are a UK taxpayer. The availability of any such reliefs will be described in the relevant Pitch and Investment Agreement. If you have any questions with respect to tax matters, you should consult a professional adviser.

  1. OUR FEES (INVESTORS)

    1. Except as otherwise set forth in the applicable Investment Agreement, we will only charge you a fee for acting as an investor if you make a profit from an investment. If you receive proceeds from an investment that in aggregate exceed the amount of capital you invested, we will deduct a percentage of the excess before crediting the money to the balance of your GCEN Balance. This means that, once you have received your capital back from a given investment, any future proceeds will be subject to a deduction for our fee. Our rights to fees in respect of any given investment will be as set forth in the relevant Investment Agreement.

    2. In addition to the fee charged to investors as described in paragraph 14.1, you should be aware that we also charge a fee to entrepreneurs. This fee is a percentage of the amount raised by the relevant business through the Platform. This means that when a business raises a given amount of money as investment, we will deduct a proportion of that amount as our fee, and the Investee Company will therefore receive less than the amount it raised. Additional fees related to dis-intermediation and breakage may also apply, all as set forth in the Pitch Agreement we enter into with the entrepreneur.

PROVISIONS APPLICABLE WHEN ACTING AS AN ENTREPRENEUR

  1. ENTREPRENEUR AUTHORISATION

Although any member may act as an entrepreneur, you may only seek capital for a business that we deem eligible. The determination as to whether a business is eligible to seek capital through the Platform is ours and ours alone, and we may determine that a business is not eligible for any reason or no reason. We are not required to communicate the reason for any such determination to you.

  1. PITCH PROCESS

    1. In order to seek capital for a business using the Platform you will need to follow the process set forth in the relevant section of the Platform. This process requires you to provide answers to a series of questions about your business, along with evidence to support certain of those answers, and it also allows you to upload certain video and other files if you so choose. You will also be able to establish how much capital you are seeking for the business, and what percentage of the business’s equity you are offering in exchange for that capital. The Pitch will stay active for a specified period of time, as set forth in the Pitch Agreement described in paragraph 16.3.

    2. When you create a Pitch for a business as described in paragraph 16.1, you will be designated the “Lead Entrepreneur” with respect to that business. This means, among other things, that you will be the main contact person with respect to the Pitch, you will be the signatory to the Pitch Agreement and you will be required to disclose certain information about yourself as part of the Pitch process. If there are other members of your team whom you wish to include in the Pitch, you will be able to do so as part of the Pitch process. Upon completion of an investment as described in paragraph 16.5, the Investee Company will be required under the Subscription Agreement to designate someone, who may be you or another member who is affiliated with the business, as the Lead Entrepreneur for the purposes of contact between the business and us and between the business and its investors.

    3. Once you have completed the process described in paragraph 16.1, but before the Pitch is submitted for our review as described in paragraph 16.4, you will need to enter into an agreement, which sets out your and our rights and obligations with respect to the Pitch (“Pitch Agreement”).

    4. Once you have entered into the Pitch Agreement described in paragraph 16.3, we will review your Pitch and carry out any required due diligence including the review of the Subscription Agreement. The purpose of this review is to ensure the business meets the eligibility criteria described in paragraph 16.1, as well as to allow us to conclude that the Pitch is “fair, clear and not misleading” for the purposes of the FCA Rules (and therefore be able to approve it as a financial promotion) as described in more detail in paragraph 11.3. We may ask you to make modifications to the Pitch or to submit additional evidence, and we may decide to not approve the Pitch for any reason or no reason, and we are not required to communicate the reason for such decision to you. Your and our rights and obligations with respect to the review and approval of a Pitch will be as set forth in the relevant Pitch Agreement.

    5. If we approve a Pitch as described in paragraph 16.4, investors will be able to review the Pitch and make an investment through the process described in paragraph 11. Your and our rights and obligations with respect to the investment process will be as set forth in the relevant Pitch Agreement. If the business receives all the investment it is seeking, the Investee Company will be asked to enter into a Subscription Agreement. Your, the Investee Company’s and our rights and obligations with respect to the investment once it has been made will be as set forth in the relevant Subscription Agreement.

    6. You may create a Pitch for more than one business, and you may have multiple Pitches active at one time. In order to create an additional Pitch, you will need to repeat the process described in paragraphs 16.1 through 16.5.

  2. POST-INVESTMENT PROCESS (ENTREPRENEURS)

Once you have created a Pitch, it will be available to you in the “My Fundraise” section of the Platform, and you will be able to see information about investment that has been committed to the business through the Platform. If the investment is completed, it will continue to be listed in the “My Fundraise” section, and through that section you will be able to provide information and conduct certain activities on behalf of the business.

  1. OUR FEES (ENTREPRENEURS)

    1. We will charge you a fee for acting as an entrepreneur if you successfully raise capital through the Platform, as set forth in the relevant Pitch Agreement or otherwise agreed with us. Additional fees related to dis-intermediation and breakage may also apply, all as set forth in the Pitch Agreement.

    2. In addition to the fees we charge entrepreneurs as described in paragraph 18.1, you should be aware that we also charge a fee to investors. If an investor receives proceeds from an investment that in aggregate exceed the amount of capital he or she invested, we will deduct a percentage of the excess before crediting the money to the balance of the investor’s GCEN Balance. This means that, once an investor has received his or her capital back from a given investment, any future proceeds will be subject to the deduction of our fee. We may also charge certain payment fees to investors.

PROVISIONS APPLICABLE TO ALL MEMBERS

  1. TERMINATION

    1. If you no longer wish to be a member, you may terminate this Agreement at any time by notifying us pursuant to the process set forth in paragraph 29.1.

    2. We may terminate your membership at any time and for any reason, or no reason, and we are not required to explain our decision for such termination to you.

    3. If you send us information pursuant to paragraph 4.1 that states or leads us to believe that you are no longer eligible to be a member, we may suspend your account until we determine that you are again eligible.

    4. If your membership is terminated pursuant to paragraph 19.1 or 19.2 or suspended pursuant to paragraph 19.3, you will no longer be able to use the Platform. If at the time of such termination or suspension, you have transferred money in respect of a Pitch but the allotment of Shares has not been completed, such money shall be retained in your GCEN Balance for you to withdraw, subject to any applicable GCEN fees. If you have created a Pitch that is still active at the time of such termination or suspension, it will be terminated in accordance with the Pitch Agreement. Subject to paragraph 20, after termination or suspension you will be able to continue to access the Platform in order to engage in the post-investment process for any investment you have made or business for which you have raised capital, as described in paragraphs 12 and 17, respectively.

    5. If we receive proof of your death that is satisfactory to us, we will terminate your registration pursuant to paragraph 19.2. If at such time you still have investments listed in the “Portfolio” section, we will handle them as set forth in the relevant Investment Agreement. If you still have businesses in which investment has been completed listed in the “My Fundraise” section, each such business will be required to replace you as the Lead Entrepreneur.

  2. TERMINATION OF PLATFORM ACCESS AND AGREEMENT

    1. If your membership is terminated pursuant to paragraph 19.1 or 19.2, or it is suspended pursuant to paragraph 19.3, your access to the Platform may be terminated at such time as you no longer have any investments listed in the “Portfolio” section of the Platform nor any businesses listed in the “My Fundraise” section.

    2. Notwithstanding paragraph 20.1, there are circumstances in which we may terminate your access to the Platform even if you still have investments listed in the “Portfolio” section or businesses listed in the “My Fundraise” section. These circumstances may include your using the Platform in any way:

      1. that causes, or is likely to cause, the Platform or access to it to be interrupted or damaged in any way;

      2. for fraudulent purposes, or in connection with a criminal offence;

      3. to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing, is otherwise injurious to third parties or which consists of or contains software viruses, political pitching, commercial solicitation, chain letters, mass mailings or any spam;

      4. to cause annoyance, inconvenience or needless anxiety; or

      5. which gives rise or may give rise to criminal or other liability on our part.

If we terminate your access to the Platform pursuant to this paragraph 20.2 and you still have an investment listed in the “Portfolio” section, we will follow the process set forth in the relevant Investment Agreement with respect to how that investment is handled. If we terminate your access to the Platform pursuant to this paragraph 20.2 and you still have businesses in which investment has been completed listed in the “My Fundraise” section, each such business will be required to replace you as the Lead Entrepreneur.

    1. Upon termination of your access to the Platform pursuant to paragraph 20.1 or 20.2, this Agreement shall terminate, and neither you nor we shall continue to be bound by its provisions other than those provisions that survive termination pursuant to paragraph 28.7.

  1. COMMUNICATIONS AND INFORMATION

    1. In addition to the information set forth in each Pitch, we may provide on the Platform information about investing in or operating businesses generally or other matters that we believe may be relevant or of interest to you (“Additional Information”). None of the Additional Information, including information about historical returns, can be relied on as a guarantee or indication of any particular result, and the Additional Information does not constitute any form of advice, recommendation or endorsement by us. We cannot assure you that any Additional Information is complete, accurate, up-to-date or error free, and we will not be liable to you for any loss, damages or costs if it is not. To the extent that any Additional Information constitutes links to other websites or third-party contact details, we take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.

    2. From time to time we may send you emails with information about activity on the Platform, including new Pitches and the progress of existing ones. Any such emails we send you do not constitute advice or a recommendation to invest. From time to time we may also send you emails with respect to your membership, Pitches or investments, our business, this Agreement or other matters that we reasonably believe are relevant to you. We will do our best to ensure that these emails are relatively infrequent, but we may send you such emails at our discretion.

  2. COMPLAINTS

    1. If you have a complaint with respect to any aspect of the Platform, you should report it to us immediately by sending an email, with the word “complaint” in the subject line, from the email address in which your membership is registered to admin@seedtribe.com. We will send an initial response to your email within no more than three Business Days after we receive it, and this response will state either that we consider the complaint to have been resolved or that we are investigating the matter further. We may need to ask you questions in order to understand the details of your complaint, and any questions we ask, as well as any response we give, will be sent by email to the email address in which your membership is registered.

    2. If you make a complaint pursuant to paragraph 22.1 and we do not resolve it to your satisfaction, you may have a right under the FCA Rules to complain directly to the Financial Ombudsman Service. Their address is South Quay Plaza, 183 Marsh Wall, London E14 9SR, and their website is at www.financial-ombudsman.org.uk.

    3. We are a participant in the Financial Services Compensation Scheme (FSCS). You may be able to make a claim on this Scheme if we default in our obligations to you under FCA Rules. Further information can be obtained from their website, which is at http://www.fscs.org.uk.

    4. You may also be able to make a complaint through the European Commission’s Online Dispute Resolution (ODR) mechanism. Further information can be obtained from their website, which is http://ec.europa.eu/consumers/odr.

  3. RECORDS

    1. In accordance with legal and regulatory requirements, we will retain the records relevant to your account, registration and membership and any activity you conducted on the Platform for a minimum period of 6 (six) years following termination pursuant to paragraph 20. This period may be extended by force of law, regulatory requirement or by the mutual consent of you and us.

    2. You will not be able to request the destruction or deletion of any of the records relevant to you and any activity you conducted on the Platform unless we are required to destroy or delete them by force of law or other regulatory requirement.

    3. The records we keep shall be conclusive evidence of the facts and matters they purport to record.

  4. CONFLICTS OF INTEREST

We do our best to ensure that our interests do not conflict with yours, and we have deliberately designed our fee structure so that we only make money when you succeed in raising capital (if you are acting as an entrepreneur) or profiting from an investment (if you are acting as an investor). Nevertheless, as a Platform provider we are not your representative or agent, and at times our interests may conflict with yours. In particular, if you act as an investor you should note that we or our employees may choose to make investments, through the Platform or otherwise, in businesses that seek capital through the Platform, and although the incentives relevant to such investments are likely to be aligned with your incentives, they may not be perfectly aligned; and if you act as an entrepreneur, you should note that once an investment has been completed, we will be serving as the nominee of the investors and will therefore be acting on behalf of investors in our relations with you. SeedTribe may adopt a formal conflicts of interest policy, in which event we shall notify you that we have adopted such a policy and you may request an electronic copy of such policy by contacting us.

  1. OUR CEASING TO TRADE

In the event that we cease to trade, any Shares held as nominee for an investor, will be protected and handled as set forth in the relevant Investment Agreement. We will notify you as soon as possible after we have taken a decision to cease to trade, and at that stage all active Pitches will be terminated. GCEN will continue to operate your GCEN Balance.

  1. LIABILITY

    1. You shall be liable to us for any loss or damage suffered by us as a result of any breach of this Agreement or any other agreement that you enter into with us, or of any use of the Platform that is fraudulent or represents wilful misconduct. You hereby agree to indemnify us and any of our affiliates and any of ours or their respective directors, officers and employees (or former directors, officers and employers) fully against all claims, losses, costs, expenses, damages or liability that we or they incur in connection with this Agreement, provided that we act in good faith and in accordance with the terms of this Agreement.

    2. We shall be liable to you only for any loss or damage which you may suffer as a result of being a member or using the Platform to the extent that such loss or damage directly arises from our material breach of this Agreement or was the direct result of wilful default or fraud by us. Notwithstanding the foregoing, we shall not be liable to you for any loss or damage in respect of (i) any matter for which liability is expressly excluded under this or any other Platform Agreement, (ii) any matter arising out of or in connection with any error or inaccuracy in the data entered by you or another member or any misrepresentation or wilful misconduct or any other act of another member, or (iii) any lack of investment opportunity. We shall not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data. Our liability to you for any loss or damage arising in connection with your investment in a particular business shall be limited to no more than the amount you invested in such business through the Platform (without regard to any subsequent appreciation in the value of the Shares purchased with that investment). You agree that any legal action against us is permitted only on an individual basis, and that you will not initiate or join any purported or actual class or consolidated actions against us. Nothing in this Agreement shall limit our liability for personal injury or death, fraud or any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.

  2. ASSIGNMENT, TRANSFER AND DELEGATION

    1. We may assign, transfer or delegate any of our obligations or rights under this Agreement to any person, provided that we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. We may provide information about you and your activities on the Platform to any person to whom we assign, transfer or delegate our obligations or rights.

    2. Your membership is personal to you, and therefore none of your rights or obligations in connection with your membership or your activities on the Platform can be assigned, transferred or delegated to any other person. This prohibition on assignment and delegation does not affect your right to make certain transfers as described in this Agreement and other agreements you enter with us. Any attempt to, transfer assign or delegate any of your rights or obligations in contravention of this paragraph 27.2 shall be null and void.

  3. GENERAL TERMS

    1. No Partnership or Agency. This Agreement shall not be construed so as to create a partnership or joint venture between you and us. Nothing in this Agreement shall be construed so as to constitute you and us as agents of one another.

    2. No Waiver. No failure or delay by you or us in exercising any of our rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

    3. Severability. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

    4. Entire Agreement. Except as set forth in paragraph 3.4, this Agreement contains the entire agreement between you and us, and supersedes and replaces all previous agreements and understandings between you and us, with respect to the matters set forth herein. You and we acknowledge that, in entering into this Agreement, neither of us are relying on, and shall have no remedies in respect of, any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Agreement. Without limiting the generality of the foregoing, you shall not have any remedy for innocent or negligent misrepresentation based on any statement made by us in this Agreement, and your only remedy is for breach of contract. However, nothing in this Agreement shall exclude liability for any fraudulent statement or act.

    5. Further Assurances. You and we shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and Execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.

    6. Costs. Your and our costs and expenses (including professional, legal and accountancy expenses) of the preparation, negotiation and Execution of this Agreement and any associated documentation shall be borne by you and us respectively.

    7. Survival. All disclaimers, indemnities and exclusions in this Agreement shall survive termination of the Agreement for any reason, as shall any other provisions of this Agreement that by their nature are intended to survive such termination.

    8. Force Majeure. We shall not be in breach of this Agreement if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.

    9. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction over any such claim, although we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other relevant country.

    10. Third Party Rights. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, and, notwithstanding any term of this Agreement, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement.

  4. NOTICES

    1. Any notice from you to us in respect of this Agreement, your membership or your activities on the Platform shall be given by email to admin@seedtribe.com, except where this Agreement or another Platform Agreement that you agree to be bound by sets forth alternate means by which you must give us notice.

    2. Any notice from us to you in respect of this Agreement, your membership or your activities on the Platform may be given either through the Platform, by email to the address set forth in your Profile or by post or courier to the physical address set forth in your Profile.

    3. Notices given pursuant to this paragraph 29 through the Platform or by email shall be deemed received by the recipient upon despatch. Notices given pursuant to this paragraph 29 by post or courier shall be deemed received by the recipient 2 Business Days after despatch. In the event that you give us notice by means other than those set forth in paragraph 29.1 and we in fact receive it, we may, but are not required to, choose to deem the notice received upon our actual receipt of it.

    4. All notices given under this Agreement shall be in the English language.

  5. ABOUT US

    1. FCA Authorisation. SeedTribe is authorised and regulated by the Financial Conduct Authority. Our reference number is 695526 and the FCA can be contacted at: FCA Head Office, 25 The North Colonnade, Canary Wharf, London E14 5HS or www.the-fca.org.uk.

    2. Information Commissioner. SeedTribe is registered with the Information Commissioner’s Office and appears in the Data Protection Register under (No. A8131658).



4842-3134-1106, v. 9

1 Net assets for these purposes to not include: (a) primary residence or any money raised through as loan secured on such property; (b) any rights under qualifying contract of insurance; or (c) any benefits (in the form of pensions or otherwise) which are payable on the termination of service or on death or retirement and to which such person is, or may be, entitled.

2 Net assets for these purposes to not include: (a) primary residence or any money raised through as loan secured on such property; (b) any rights under qualifying contract of insurance; or (c) any benefits (in the form of pensions or otherwise) which are payable on the termination of service or on death or retirement and to which such person is, or may be, entitled.

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You have passed the test and you may continue your with your investment.