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Seed-Capital-Bizkaia

TERMS OF SERVICE

I. INTRODUCTION

This website is operated by CROWDFUNDING BIZKAIA PLATAFORMA DE FINANCIACIÓN PARTICIPATIVA, S.L.U. (hereinafter Crowdfunding Bizkaia), a company established in 2017 and fully owned by the Provincial Council of Bizkaia with registered office in Bilbao (48011), Gran Vía 25, provided with Tax ID number (CIF) B95895298 and registered in the Commercial Registry of Bizkaia in Volume 5730, Page 130, Sheet BI-70634, Inscription 3, whose corporate purpose consists of networking, in a professional manner, and through a Website, a plurality of individuals or legal entities that offer financing in exchange for a monetary yield, called "Investors", with legal entities that request financing on their own behalf to allocate it to a participatory financing project, called "Promoters".

Crowdfunding Bizkaia is a Crowdfunding Platform with a dual purpose: i) for promoters it offers an alternative to finance their projects by adding up individual investments and ii) for Investors it is an opportunity to enter in the capital of organizations of their interest.

II. TERMS OF SERVICE

This document establishes the conditions governing the use of this Website (hereinafter, the "Terms of Service"), without prejudice to the Specific Terms of the Investors and the Specific Terms of the Promoters.

Any individual or legal entity that accesses the Website (www.crowdfundingbizkaia.com) (hereinafter, "Website") will have the generic consideration of "User" for the purposes of these Terms of Service.

Access to the Website is free, and does not require any prior registration except for those contents or services whose access is preceded by an access control. The simple access to the Website implies the full acceptance by the User of the content of these Terms of Service, or of that version of the same that is published at the time of accessing the Website, and also of any applicable regulation or rule of use.

The Website makes available to all Users, as long as they meet the legal requirements indicated, the possibility of participating in the services offered by Crowdfunding Bizkaia through it, as an Investor or Promoter, in the way such concepts are defined and regulated in the respective Specific Terms for Investors and in the Specific Terms for Promoters.

Access to the Website is aimed at persons over 18 years of age, or under 18 but over 16 who have been legally emancipated. Children under the age of 18 who are not emancipated will not be able to use the Website or the Platform, even if they have the permission of their parents, guardians or legal representatives, who will be held responsible for all acts carried out by the underage in their charge.

The user will use the Website in accordance with the law, these terms of service and the specific terms that may apply. In case of non-compliance by the User, Crowdfunding Bizkaia reserves the appropriate legal actions, as well as the right to restrict access to the Website.

The User acknowledges and accepts that the use of the Website is made under his sole and exclusive responsibility, and will avoid any behavior that could damage the interests or rights of Crowdfunding Bizkaia or third parties, or that could damage, disable, deteriorate, overload or harm the Website in any way, as well as its normal use.

Crowdfunding Bizkaia implements reasonably adequate security measures to protect the Website and its browsing and use. However, the User acknowledges and accepts that security measures on the Internet are not infallible, so Crowdfunding Bizkaia cannot guarantee the absence of viruses or any other type of threat or malware.

The information contained in the Terms of Service could be modified. In this regard, Crowdfunding Bizkaia reserves the right to modify, without prior notice, the content, design or structure of this Website, as well as alter, replace or modify the content hosted on it.

It is the obligation of the Users that access the Site to know these terms and conditions and consult them regularly, as they may be subject to modification by Crowdfunding Bizkaia without prior notice.

The current version of these Terms of Service will be the one available in the hyperlink "Terms of Service" located at the bottom of the Website.

CORRECT USE OF THE WEB PAGE

The use of this Website should be carried out in accordance with the purpose for which it is provided, that is, to facilitate network with Investors and Promoters.

By making use of this Website, the User agrees to:

RESPONSIBILITY AND EXEMPTION OF LIABILITY OF CROWDFUNDING BIZKAIA

The User is the only one responsible for the use of the Website, assuming all risks that may occur.

Due to the open nature of this Website and the possibility of errors in the storage and transmission of digital information, Crowdfunding Bizkaia does not guarantee the accuracy and security of the information transmitted or obtained through this Website unless it is expressly stated otherwise in it. Therefore, Crowdfunding will not be responsible, in any case, for damages of any kind that may be caused, merely by way of example, - errors or omissions in the contents, lack of availability of the website, or transmission of viruses or malicious programs or harmful content, despite having adopted all necessary technological measures to prevent it.

Crowdfunding Bizkaia reminds you that the following rules - safeguarding of public order; the criminal investigation; public security and national defense; the protection of public health or of individuals; respect for the dignity of the person and the principle of non-discrimination based on race, sex, religion, opinion, nationality, disability or any other personal or social circumstance; the protection of youth and children, - are mandatory in the field of operation of this Website. Therefore, Crowdfunding Bizkaia reserves the right to withdraw all comments and contributions that violate these rules. In any case, Crowdfunding Bizkaia will not be responsible for the opinions expressed by the Users through the comments or any other participation tool.

INTELLECTUAL PROPERTY

The User acknowledges and consents that all copyright, trademark and other intellectual property rights over the materials or contents that are provided as part of the Website (texts, images, graphic design, source code, logos, etc.) correspond at all times to Crowdfunding Bizkaia or to those who granted a license for its use.

The User may use such material only in the way that Crowdfunding Bizkaia or who granted it a license for its use expressly authorizes it.

Therefore, it is expressly forbidden:

Any act or omission, culpable or negligent, directly or indirectly, attributable to the User that involves an infringement of the intellectual and industrial property rights of Crowdfunding Bizkaia or third parties, and causes them or may cause them damage, loss, assumption of new obligations, expenses of any nature, sanctions, coercive measures, fines and other amounts arising or derived from any claim, lawsuit, actions, dispute or proceedings, whether in the civil, criminal or administrative level, will empower them to address against the User by all legal means at their disposal and claim any compensation amounts, including moral damages and image, consequential damages and lost profits, advertising costs or any other nature that may result in their repair.

MISCELLANEOUS

Confidentiality

Crowdfunding Bizkaia undertakes to adopt all those security measures that it considers appropriate at any time to guarantee the confidentiality and good use of the confidential data and information contained in the Website or provided to Crowdfunding Bizkaia through the same.

Availability, Continuity, Modification and Update

Crowdfunding Bizkaia reserves the right to interrupt temporarily or permanently at any time, and without incurring any responsibility for it, the operation of the Website or to review, modify and/or eliminate these Terms of Service or any information contained in its Website, as well as its configuration and features, at any time and without the need for prior notice.

Cancellation of Services

Crowdfunding Bizkaia reserves the right to deny or withdraw access to both its website and the services offered, without prior notice, either by its own or a third party, to those Users who fail to comply with the present Terms of Service.

Compensation

The User agrees to compensate Crowdfunding Bizkaia for any claim, demand or damage, including lawyer’s fees, attorneys' fees and other costs, when said damage is caused by the User's breach of its legal obligations or the use of the Website. In case of discrepancy, the content of the Website will prevail.

Personal data

The information and policy on the processing of personal data is available at Privacy Policy.

Notifications

All notifications or other communications to be made to Crowdfunding Bizkaia, will be made in writing and will be sent by email to the following address: crowdfundingbizkaia@bizkaia.eus.

Applicable law and jurisdiction

The use of this Website will be governed by Spanish legislation. For the resolution of all disputes or issues related to this Website or the activities developed therein, Spanish legislation will apply, to which the parties expressly submit, being competent to resolve all conflicts arising or related to their use, the Courts and Tribunals of Bilbao.

EVOLUTION OF ACTIVITIES

I. TYPES OF CROWDFUNDING PROJECTS

One of the main objectives of Crowdfunding Bizkaia is to provide an online platform (www.crowdfundingbizkaia.com) available to the business projects of the Promoters and to the Investors, in which the former can expose the projects and the second invest in them.

The Investor, individual or legal entity, in the project, may be accredited or not accredited, which will determine its investment limit per operation and globally, as specified in the following section "Specific Terms of the Investors ".

On the other hand, the Promoter of the project must be, on a mandatory basis, a legal entity and fulfill the specifications that are determined in the following section "Specific Terms of the Promoters".

II. DESCRIPTION AND SCOPE OF SERVICES

II.1. Main services

a) Reception, selection and publication of crowdfunding projects

Through this section, Users can present business projects for the consideration of Crowdfunding Bizkaia, in the terms included in the Platform itself, and which will be indicated to the User, in the process of presenting the investment request.

Once the process of registration of the Promoters with their respective projects in the Platform has been completed, the selection and validation of the same will follow, in order to proceed to its final publication.

Crowdfunding Bizkaia will agree, when appropriate, the full terms of the requested investment by the Promoters who had submitted their business project for its consideration.

For this purpose, Crowdfunding Bizkaia will carry out an analysis of the projects based on compliance with the requirements set out in the foreseen conditions:

Once all the required information in each project has been presented, the publication of each one of them will be determined within the committed deadlines, remaining in the Platform according to the established funding period and objective.

b) Development, establishment and exploitation of communication channels between investors and promoters

For these purposes, Crowdfunding Bizkaia makes available to users the Platform as a location for the projects of the Promoters, so that the Investors can consider their interest in them.

In this sense, a public part of the projects will be available, which will contain sufficient information to arouse interest and a private part, for whose access it is necessary to be a registered user, in which will be available a greater amount of data.

In each project there is a space where communication can be established between the Promoter and those interested in the project. This blog, however, will have Crowdfunding Bizkaia as moderator of it.

II.2. Auxiliary services

a) Advice to promoters

Throughout the process of analysis and publication of the projects, there are different milestones in which the Promoters will receive advice. Thus, prior to the validation, the structure of the projects and the amount to be financed are contrasted. Once the project is analyzed and validated, joint work is carried out for aspects related to the content of the project and its publication.

Once the project is configured to be viewed and published on the Platform, Crowdfunding Bizkaia will be in contact with the Promoters until the proposed funding objective is obtained or not.

b) Analysis and determination of the level of risk and other variables of the projects for the investment

These services are included in the work of analysis and validation of the projects to be published, based on the necessary variables to determine their potential, scalability and feasibility.

Only through this it is possible to determine the suitability of the projects with respect to the amount to be financed.

c) Provision of contract models for participation in projects

Crowdfunding Bizkaia will make available to the Investors the generic models of participation in projects, in case it is of their interest.

The content of these documents, as well as the details of the procedure, will be available to investors prior to making the investment, for their knowledge and sharing.

d) Funds transfer system

In compliance with the requirements for the Registration of the Crowdfunding Platforms and in accordance with 16/2009 Law, of 13 November, on payment services, Crowdfunding Bizkaia has selected a Payment Entity to carry out cash movements of the financing of Investors achieved by the projects published in the Platform.

This entity will guarantee and will be responsible for transferring all of funds among users of the Platform, through an application that will be integrated into the Crowdfunding Bizkaia Platform itself.

Crowdfunding Bizkaia does not offer as a service the channeling of the capital that the Investors will invest in the companies. This capital channeling service will be made through the payment entity LEMON WAY ( Terms of use from Lemon Way ).

SPECIFIC TERMS OF PROMOTERS

I. INTRODUCTION

Promoters must have the status of a legal entity, and must meet the following minimum requirements:

Any Promoter that submits a project to the consideration of Crowdfunding Bizkaia, declares and guarantees that it has sufficient power and the consent and authorization of the necessary partners for the publication of investment opportunities and will imply the obligation for said Promoter to formalize said authorizations in the manner it deems appropriate to ensure compliance by the submitted project and its partners with the obligations assumed at the time of presentation of the project. Notwithstanding the foregoing, Crowdfunding Bizkaia reserves the right to publish Crowdequity projects that, based on their potential, meet the following requirements:

Promoters must complete the forms that Crowdfunding Bizkaia will make available through the Platform, as well as all the documentation indicated for that purpose, accepting the Terms of Service and contracting contained in this document.

The Promoters will make available to Crowdfunding Bizkaia all the documentation and information requested about their project, and they undertake to keep it permanently correct and updated.

The objective of the publication of the Promoter’s projects through the Platform is to put the information associated with them in the knowledge of the rest of the users of the Platform.

The registration, analysis and personalized advice and publication on the Platform are completely free. The commission in case of success is 1% (+VAT) of the funds obtained, being included in this commission the costs of the payment gateway.

II. REGISTRATION PROCEDURE OF A PROMOTER

In order for Promoters to register on the Platform, they must enter at least the following information:

There will be the possibility of introducing additional information depending on the characteristics of the company, the promoter team and the project.

In turn, it will be necessary to provide the following documentation:

There will be the possibility of providing additional documentation depending on the characteristics of the company, the promoter team and the project.

It is not necessary to complete or send all the information and documentation about the project in the same session. You can save and finish completing it later.

Crowdfunding Bizkaia uses the information and documentation sent by the Promoters, solely and exclusively to carry out its activity, and will keep it for the legally established period.

III. VALIDATION AND PUBLICATION

The validation will be limited to the verification of the correct presentation of the requested documentation. In no case shall Crowdfunding Bizkaia be responsible for the veracity, authenticity, completeness or validity of the documentation provided by the Promoter, who will be solely responsible for such documentation. If the documentation is manifestly incorrect or insufficient, in accordance with the criteria of Crowdfunding Bizkaia, it may request the Promoter to provide documentation or additional information. Crowdfunding Bizkaia performs an economic and financial analysis of the projects, and advises and/or makes recommendations to the Promoters on the content of the projects, the amount of the funding requested or any other issue related to the projects.

Once Crowdfunding Bizkaia verifies that the Promoter has provided the required documentation and that the project goes through the selection process of Crowdfunding Bizkaia, the project will be published on the Platform together with the funding target.

Crowdfunding Bizkaia assumes the commitment to carry out the validation process, this implies making decisions about the publication of the projects, with the greatest possible agility. It also undertakes to make a decision before ten (10) business days, from the date on which the Promoter has made available to Crowdfunding Bizkaia all the information and documentation requested.

Crowdfunding Bizkaia will inform the Promoters the result of the project selection process by email (whether or not it has been selected for publication).

Crowdfunding Bizkaia does not guarantee the veracity, completeness, updating or correction of the information and documentation provided by the Promoter. Once the Project has been published, it cannot be modified.

The Promoter authorizes Crowdfunding Bizkaia to present the basic identification data of the project in a public way in the Platform, with the aim of allowing its identification and generating interest among the Users of the Platform.

The Platform will contain, in relation to the visibility of the information and documentation of the projects and the Promoters, a public part and a private part. In the public part, the information and basic documentation previously agreed by the Promoter and Crowdfunding Bizkaia will be published, aimed at creating interest among the Users, even if they are not registered. For its part, in the private part will be published the rest of the data related to the business provided by the Promoter, to which only registered users will have access.

The project will remain published for a maximum term of fifty (50) calendar days, unless the funding objective is achieved beforehand.

Notwithstanding the foregoing, Crowdfunding Bizkaia reserves the right to extend the period of fifty (50) days by 25%.

IV. FOLLOW-UP AND CONTROL

The investment will be considered formalized whenever a public deed of the capital increase agreement is granted and this is registered in the Commercial Registry. The Promoters undertake to formalize any investment within one month of signing the capital increase agreement.

Promoters who have formalized a financial round undertake to maintain the registered office as well as the effective administrative management and direction of their business in Bizkaia at least two years after the formalization of the investment.

After the formalization of the investment, the Promoters undertake to send the Investors the information related to the evolution of the project.

In case that those who promote the project do not comply with this obligation, Crowdfunding Bizkaia does not assume any obligation in relation to the consignment of the aforementioned information, nor with the veracity and/or accuracy of the same.

Likewise, after the formalization of the investment and for a period of at least two years, the Promoters undertake to provide both the Investors and Crowdfunding Bizkaia periodic information on the evolution of the company. This duty of information shall include, at least, the company's Annual Accounts, the interim Financial Statements closed at 6 months of each fiscal year, the Annual Budget, any change in the ownership of the shares of the company that affect to its control, as well as any relevant economic information at the request of the Investors or Crowdfunding Bizkaia. In this sense, Crowdfunding Bizkaia reserves the possibility of requesting Promoters that have formalized a financial round, commercial, accounting and tax data and information of the evolution of the financed project during a period of at least two years, all in order to verify the correct use of the Platform and the proper use of the investment achieved.

In case of cessation of activity by Crowdfunding Bizkaia, it is obliged to keep the communication channel open between investors and promoters related to projects successfully closed for the legally established time.

SPECIAL TERMS FOR INVESTORS

I. INTRODUCTION

The individuals and legal entities interested in participating in the different projects, may request their registration in the Platform as an Investor with the objective of knowing the projects of the Promoters, in the sectors of activity in which the Investors are interested.

The companies that publish their projects in Crowdfunding Bizkaia are newly created companies, and therefore, investing in these companies entails a significant risk for the Investor.

Crowdfunding Bizkaia makes available to the Investors in "Basic information for the client" all the necessary information about the existing risks.

In the event that the Investor wishes to commit a specific investment in a specific company, he/she will select the "Invest" section, and must include his/her identifying information in the form provided for that purpose and expressly accept these Terms of Service. Acceptance by the Investor must be carried out through any of the processes established at each time by Crowdfunding Bizkaia.

Before accessing the data contained in the private part of the Platform, the Platform may request the Investor to accept special conditions of confidentiality, or remind him/her of his/her obligations associated with the use of such information.

II. INVESTOR PROFILES

When registering as an Investor, there are two types of profiles:

As a general rule, upon registration, an Investor will be considered "Non-accredited Investor".

To be considered "Accredited Investor" the next link "I want to be an accredited Investor" has to be followed, having to provide the required documentation.

III. REGISTRATION PROCEDURE OF AN INVESTOR

III.1. Individuals

In order to register on the Platform as an Investor, an individual must enter at least the following information:

In turn, it will be necessary to provide the following documentation:

There will be the possibility of introducing additional information and documentation.

In the event that the Investor wishes to become an Accredited Investor, the following should be considered:

III.2. Legal entities

In order to register on the Platform as an Investor, a legal entity must enter at least the following information:

In turn, it will be necessary to provide the following documentation:

There will be the possibility of introducing additional information and documentation.

In the event that the Investor wishes to become an Accredited Investor, one of the following possibilities must be accepted, providing a document accrediting the selected option:

PERCENTAGE OF FINANCING, OVERFINANCING AND DIVESTMENT

As a general rule, the projects will have the possibility of financing up to 100% of the investment requested by the Promoter, based on the Project Data provided in the registration procedure at the Platform and validated by Crowdfunding Bizkaia.

Notwithstanding the foregoing, Crowdfunding Bizkaia reserves the right to publish projects that have the right to finance 100% of the investment requested by the Promoter. The possibility of over-financing will be published together with the project, according to the criteria for the publication of projects established in the Introduction of the section related to the Specific Terms of Promoters of this document. At any time since the publication of the project, Crowdfunding Bizkaia reserves the right to terminate the right to over-finance through communication to the Promoter or publication on the Platform.

Regardless of the profile of the Investor, when, in the financial round, a project has reached 80% of the requested financing, the Investor will have seven (7) days to carry out the divestment of the capital contributed. This temporary window for divestment will be unique, and in no way will it be reopened if the project once again reaches 80% of the requested funding.

In the event that fifty (50) days have elapsed since the opening of the financial round without having reached at least 100% of the requested financing, Crowdfunding Bizkaia reserves the right to extend this period by 25% in order to complete the funding target.

In case that 100% of the requested financing is not reached within the period (including the extension mentioned in the previous paragraph), Crowdfunding Bizkaia reserves the right to grant the financing provided that at least 90% of the funding target is reached, once deducted the shares that the Crowdfunding Bizkaia platform itself may have in the project.

EXEMPTION FROM CROWDFUNDING'S RESPONSIBILITY TO PROMOTERS AND INVESTORS

Promoters and Investors declare to know and accept that Crowdfunding Bizkaia performs only intermediation tasks between the Promoter and the Investor, and that the reports and data provided by Crowdfunding Bizkaia have their origin in the information that has been provided to them by the Promoter, so that Crowdfunding Bizkaia does not assume any responsibility for the Project, nor the information, nor regarding the reports that have been made about it, nor does it guarantee in any way the result of the investment, nor the absence of fraud during the investment process or subsequent to it.

As a result of the foregoing, both the Promoters and the Investors exempt Crowdfunding Bizkaia from any responsibility by:

Therefore, all rights of the Investor with respect to his/her investment in a Project must be exercised against the Promoter, or in other case, the third party that may have caused damage to the Investor.