Terms of Use

Introduction

1. This is an electronic contract between you and Peregrin Marketplace Limited and our successors and assigns (us or we), which sets out the legally binding terms of your use of this website (www.rapidrecap.co.uk) and its related web application(s) (collectively, the Application or Rapid Recap). If you are accessing the Application without having an institutional account with us, "you" refers to you in your individual and personal capacity.
2. By accessing the Application, you confirm that the procedure applicable to your electronic signature(s) provided in the Application is a valid means of signing, agree to be bound by these Terms of Use, including our Privacy Policy and User Restriction Policy (collectively, this agreement), and your User Agreement (if applicable), and warrant to us (a) that you have the power, competence and authority to enter into this agreement, and (b) that you are accessing the Application on your own initiative and your own assessment of the risks and effects of such access.
3. Your electronic acceptance and acknowledgement of this agreement have the same legal effect, validity and enforceability as a signature affixed by hand. If you do not agree with this agreement, do not access the Application.
4. In consideration of your agreement, acceptance and acknowledgement, we grant you a revocable, non-exclusive, non-transferable, limited licence to use the Application strictly in accordance with this agreement.

Access Terms

1. Access to the Application is provided via the Internet through the World Wide Web. You are required to supply all software or hardware needed by you to access the Application, such as a computer, an Internet connection and compatible Web browser software. The Application has been developed for use on the Chrome (version 84.0.4147) and Safari (version 13.1.2) desktop and mobile web browsers, and may not function as intended on other web browsers.
2. Your right to access and use the Application is personal to you and is not transferable by you to any other person or entity. You agree not to, and you will not permit others to, license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
3. You warrant and represent that you will only access and/or use the Application or other resources available through the Application to the extent you have been granted authorised access by us. You further warrant and represent that you will use the Application solely for the purposes consistent with this agreement. You may not access the Application if you are our direct competitor, except with our prior written consent. In addition, you may not access the Application for any competitive purposes, including monitoring or benchmarking its availability, functionality or performance.
4. You will at all times comply with all reasonable procedures and requirements established by us to verify your identity and the authenticity of users, and to restrict each user's access and use to its permitted level. Unauthorised access to portions of the Application of another user with which you are not affiliated under any circumstances is strictly prohibited.
5. Your access and use of the Application may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Application or other actions that we, in our sole discretion, may elect to take, and we may, but are not required to, provide advance notice of any service interruptions.
6. You may not (a) use any deep-link, page-scrape, spider, robot, crawl, index, Internet agent or other automatic device, program, algorithm or technology which does the same things, to use, access, copy, acquire information, generate impressions, input information, store information, search, generate searches or monitor any portion of this website or the Application; (b) directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Application or any software, documentation or data related to the Application; (c) store pages constituting the Application, in whole or in part, on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the pages of the Application; (d) post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Application; (e) remove or change any content of the Application; (f) circumvent, or attempt to circumvent, security or interfere, or attempt to interfere, with the proper working of the Application or the servers or network on which it is hosted; or (g) create links to the Application from any other website, without our prior written consent.
7. In order to protect the integrity of the Application, we reserve the right at any time in our sole discretion to block certain IP addresses from accessing the Application.

Appropriate Use

1. The Application is intended to be used for communications in relation to potential transactions between and amongst users that comply with our User Restriction Policy.
2. In this context, a “potential transaction” refer to a potential transaction where (a) the securities or instruments involved in such potential transaction are not admitted to trade on any stock exchange, regulated market or other public market; (b) each user does not intend to seek or permit any such admission to trade around the time of the potential transaction being consummated; (c) the potential investor, lender or purchaser does not constitute a shell company or special purpose acquisition company (SPAC) with or seeking a listing on a stock exchange, regulated market or other public market; and (d) the potential transaction does not involve the offer of transferable securities to the public and does not constitute a “public offer” as that term is used in section 755 of the Companies Act.
3. Any description of a potential transaction, and any related communications submitted through the Application, (a) does not bind any user, or constitute an offer or acceptance, (b) does not create an exclusive right to negotiate or an obligation to negotiate in good faith (unless expressly agreed between the users), and (c) remains in all respects subject to negotiation and execution of a definitive agreement and/or other relevant transaction documents among the parties.
4. No provision of this agreement, or any aspect of the Application, shall be construed as granting us any authority to bind you, or any other user, to any potential transaction, or enter into any agreement on your behalf, and we disclaim any such authority.
5. Under no circumstances shall we have custody, control, or possession of or otherwise handle your funds or any securities issued, transferred or exchanged in connection with any potential transaction for your account or the account of others.
6. Information exchange between users (including any due diligence questions, or responses to due diligence questions, or comments and responses regarding a potential transaction) 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 user without any involvement from us.
7. You have the right, and you acknowledge that other users have the right, at any time and without recourse or liability (except as may be limited by a legal requirement to which you or such other user, as applicable, are subject, or by express agreement between you and another user), (a) to delete any profile posted by such user within the Application; (b) to amend or modify any information within such profile; (c) to withdraw or restrict the permission of access to such profile; (d) to reject or ignore any or all proposals, questions or comments for any reason or for no reason; (d) to terminate discussions and negotiations with any other user at any time; (e) to deal with one or more users to the exclusion of other users; and (f) to pursue any discussions or any transaction with any other user (including, without limitation, on terms that may differ fundamentally with potential terms described within the Application).
8. Unless you agree otherwise with another user, each user shall bear its own respective costs and expenses, including the fees and disbursements of such user's counsel and advisers, relating to (a) the review, analysis, investigation, evaluation and due diligence review in respect of any potential transaction; (b) preparing and/or submitting any proposal, questions or comments; and (c) negotiating, preparing, documenting, executing and performing any documentation of any potential transaction.
9. When requesting an allocation in respect of a potential transaction, you represent that you (a) have a bona fide good faith interest in the potential transaction; (b) have not, in any way colluded, conspired, connived or agreed directly or indirectly with any other user, firm or person to submit a collusive or sham request; (c) have taken all necessary action to authorise your request; (d) are acting as a principal for your own account, or on behalf of one or more funds, or managed accounts, or any limited partner or investor therein, that you manage or advise, and any other co-investor or syndicate you have identified, and not as a broker or agent; and (e) intend to acquire any securities to be acquired in the potential transaction for investment and not with a view to their distribution.

Compliance with laws

1. You acknowledge and agree that your access to and use of the Application is subject to applicable legal requirements, including, without limitation, the laws of England and Wales, and that compliance with the foregoing is your sole responsibility.
2. You shall not use the Application for any unlawful purpose. You agree to comply with all such legal requirements imposed on your use of the Application, including, without limitation, regarding the transmission and disclosure of any data or information by you. If you are resident or situated in territories outside the United Kingdom, you may not contravene any local legal requirements by using the Application.
3. In this context, “legal requirements” include any applicable laws, legislation, ordinances, rules, regulations, decrees, treaties and/or other requirements.
4. You agree to complete the user onboarding and registration process truthfully, honestly and completely. You must inform us as soon as reasonably practicable if the information you provided during the onboarding and registration process ceases to be true.

Disclaimers

1. Information provided through the Application includes information supplied by users and other third parties. We do not endorse or independently verify the information provided by such third parties, do not guarantee the accuracy, completeness, timeliness or correct sequencing of such information, and assumes no responsibility for content displayed on the Application that may be provided by a third party.
2. The contents of the Application (a) are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation; and (b) are not being made accessible to, and shall not be passed on to, the general public.
3. We do not (a) handle or have possession of any user money, securities or financial accounts, (b) charge any fee or commission in relation any potential transaction, (c) receive any referral fees, or similar compensation, from third parties in relation to potential transactions, (d) take part in the negotiation or execution of transactions for the purchase or sale of securities, or (d) provide any legal, financial, investment or other advice.
4. No securities transactions are executed or negotiated on or through the Application, and we receive no compensation in connection with the purchase or sale of securities.
5. Any potential transaction described in the Application may be accessed by any user through other means. No aspect of the Application should be construed as presenting any potential transaction as exclusive to users of the Application, arranged for the benefit of users of the Application or at special rates, terms or pricing for users of the Application.
6. The contents of the Application do not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities described in the Application, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
7. To the extent any content within the Application constitutes financial promotion, such content may only being made available to (a) those persons falling within Article 19(5) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; (b) to other persons to whom such contents may otherwise be distributed without contravention of Section 21 of the Financial Services and Markets Act 2000; and (c) any person to whom it may otherwise lawfully be made available, subject to the User Restriction Policy.
8. WE ARE NOT REGISTERED WITH THE FINANCIAL CONDUCT AUTHORITY, THE SECURITIES AND EXCHANGE COMMISSION OR ANY SIMILAR REGULATORY AUTHORITY IN ANY JURISDICTION. USER CONTENT MAY NOT HAVE BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OR OTHERWISE APPROVED, FILED OR REGISTERED IN ACCORDANCE WITH LOCAL LEGAL REQUIREMENTS APPLICABLE TO YOU.
9. RELIANCE ON USER CONTENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTVITY MAY EXPOSE YOU TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
10. ANY SECURITIES DESCRIBED IN THE APPLICATION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. ANY SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND IN ACCORDANCE WITH OTHER APPLICABLE LAWS.
11. You acknowledge that (a) the Application's contents may include forward looking statements, including statements regarding the intent, belief or current expectations of a user or other person with respect to businesses, operations, market conditions, results of operation, financial conditions, capital adequacy, specific provisions and risk management practices, and other projections, forecasts, statements or estimates, which are inherently speculative and subject to significant uncertainties and contingencies, may involve significant elements of subjective judgment and analysis, and may be based on a large number of assumptions; (b) that actual outcomes may vary significantly and materially from these forward looking statements; and (c) that you should not to place undue reliance on these forward looking statements.
12. The potential transactions described in the Application may not be suitable for all investors, and you should seek independent financial advice, including advice on the legal and tax consequences in respect of any proposed course of action, before making any investment decision regarding any potential transaction.
13. Nothing contained in the Application should be construed as (a) as an invitation or inducement to engage in investment activity, an offer to buy or sell, or a solicitation of an offer to buy or sell any security, financial product or investment; (b) a recommendation to acquire or dispose of any security, financial product or investment, or to engage in any other transaction; (c) an endorsement, or a representation about the suitability or appropriateness of, any security, financial product or investment, or any product or service, or the investment merits of any company, security or assets; (d) a consideration of your particular investment objectives, financial conditions, or needs; (e) investment, financial, tax, accounting or legal advice; or (f) securities or brokerage services, or underwriting or placement agent services.
14. By accessing the Application, you acknowledge that: (a) you are not seeking, and do intend to seek, advice from us on the merits of entering into any potential transaction which may be described within the Application; (b) we have no obligation to conduct any appraisal of the assets or liabilities, or to evaluate the solvency, of any user or any company, security or assets which may be described in the Application under any applicable laws relating to bankruptcy, insolvency or similar matters; (c) we are under no obligation to procure or to use any efforts to procure investment or financing for any company or business; (d) our provision of the Application to you is non-exclusive, and other users may access and/or use of the Application, including other businesses that are similar to or competitive with you; and (e) we have, and may in the future have, relationships with parties other than you, and in the course of such relationships, we may acquire information about other users and/or potential transactions, or other information, which you may consider to be material to your business and goals, and we shall have no obligation to disclose such information, or the fact that we are in possession of such information, to you.
15. The disclaimers in this agreement do not prejudice any disclaimers, warnings, notices or legends, or any contractual terms or proposed contractual terms, contained in any user content to the extent that they relate to the legal relationship, or potential legal relationship, between users (which relationship we take no responsibility for).

Forms of Agreement

1. We may offer standard forms of agreement as part of the processes and facilities provided in the Application. These standard forms of agreement may not fit your specific circumstances, and are made available in the Application on an "as-is" basis, with no representations or warranties, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement.
2. We are not acting as legal counsel to you, or any other user, and the provision, availability, operation, transmission, receipt or use of any form document, whether made available on the Application or otherwise, and does not constitute the provision of legal advice by us to you, and is not intended to create, nor does it create, an attorney-client relationship.
3. Users are responsible for obtaining legal or business advice from their own lawyer or other professional and should not rely on any standard forms of agreement without seeking such advice.

User Content

1. You are solely responsible for any content that you publish or display on the Application, or transmit to other users of the Application.
2. By submitting information through the Application describing a company, business or potential transaction, you thereby warrant that such information is (a) true and accurate in all respects, if it is a statement of fact; (b) reasonable and honestly believed by you to be capable of being achieved, if it is a prediction or statement of aspiration or opinion; (c) individually and when taken as a whole with all other statements provided, fair, clear and not misleading; and (d) does not omit any statement required to make the any such statement fair, clear and not misleading.
3. We do not endorse or guarantee any such content or information for any purpose, including with respect to such content or information's accuracy, legality, non-infringement or fitness for any particular purpose.
4. No user content is exclusive to the Application. If you distribute user content outside the Application (whether it is the same or different form from user content distributed in the Application), it will be your responsibility to ensure that the distribution of such user content complies with applicable legal requirements, including financial promotions and offering rules in every jurisdiction in which such rules apply.
5. We are not obligated to publish or maintain any content on the Application and can remove it, in whole or in part, in our sole discretion, with or without notice and with or without cause.
6. Without limiting the foregoing, you agree not to publish or display on the Application, or transmit to other users of the Application, content that:
   1. is defamatory, abusive, obscene, profane, indecent, pornographic, offensive, sexually oriented, threatening, harassing, or racially offensive; promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; or infringes or violates another party's rights or harasses or advocates harassment of another person;
   2. encourages conduct that is a criminal offense (or would be a criminal offense if carried out in the United Kingdom or European Economic Community), gives rise to civil liability or violates any law;
   3. violates the property rights of others, such as unauthorised copyrighted text, images or programs, trade secrets, trademarks or service marks used in an infringing fashion, information that you do not have the right to make available under any contractual or fiduciary relationship, or other confidential proprietary information;
   4. promotes an illegal or unauthorised copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
   5. involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
   6. interferes with other users' use of the Application, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Application, deleting or revising any content posted by another user, or taking any action that imposes a disproportionate burden on the Application infrastructure or that negatively affects the availability of the Application to others;
   7. promotes information that you know is false, inaccurate or misleading;
   8. contains restricted or password only access pages (other than those access restrictions contained within the Application), or hidden pages or images (other than standard password protected attached files, such as PDFs or Microsoft Office files);
   9. provides material that exploits any person, or induces anyone to provide personal information under false pretenses;
   10. solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
   11. transmits charity requests, petitions for signatures, offers of employment or contracting arrangements, club memberships, chain letters, or letters relating to pyramid schemes; or
   12. engages in commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter or advertising.
7. Without limiting the foregoing, we may remove information and content which, in our sole discretion, violates this agreement.

Links to Third-Party Websites

1. The Application may contain links that lead to websites developed, sponsored or maintained by third parties, including other users. We are not responsible for these other sites, and have not developed, checked for accuracy or otherwise reviewed the content or privacy policy of any such third-party websites. Your use of such links is entirely at your own risk, and you should be aware that our terms and policies no longer govern. We reserve the right to disable any unauthorised links or frames and disclaim any responsibility for the content available on any other site reached by links to or from the Application.
2. By providing access to the linked websites, we are not recommending the purpose of or endorsing the services provided by the sponsoring organisation of those websites, and makes no guarantees, representations or warranties as to, and shall have no liability for, any electronic content delivered by any third-party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content, or the use of any personal information you provide to any such website.

Electronic communication

1. When you use the Application or send e-mails to us, you are communicating with us and, in some cases, other users electronically. You agree to receive communications from us and other users electronically. We will communicate with you by e-mail or by posting notices in the Application.
2. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
3. The Application allows messaging and sharing of information, and you acknowledge that information and content that you share or post may be seen by other users.
4. You are solely responsible for your interactions with users of the Application, and we make no representations or warranties as to the conduct, or the content of any communications or information, of users.
5. The Application should only be used as a conduit for information, not as primary information storage. You are responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including (a) keeping on your local computer backup copies of data you transmit via the Application in the event you have to re-transmit the data; (b) verifying the data in documents or other materials before transmitting them via the Application; and (c) verifying that documents and other information you have posted to the Application has been properly posted and have been permissioned to only those persons to whom you wish to grant access. You also understand that other users with appropriate access rights may have access to data you transmit through the Application. You shall also run antivirus software on any computer you use to access the Application and shall ensure that documents and files transmitted through the Application have been scanned for viruses.

Monitoring

1. We are entitled, and in some situations obligated, to monitor and retain your communications and records of your activities on the Application. We may do so to evaluate the quality of service you receive, your compliance with this Agreement, the security of the services provided by us on the Application, and for other reasons.
2. You agree that these monitoring and retention activities do not and will not entitle you to any cause of action or other right with respect to us.

Fees and Payments

1. Any fee payable by you is for the use of the Application only, and is not attributable to any commission, success fee or other form of reward in connection with any potential transaction which may be described within the Application.
2. All users are obligated to pay a one-time non-refundable administration fee at onboarding equal to £2, or its equivalent. Thereafter, the Application will be provided to users for a free period. The initial free period for all users concludes on 30 November 2020. This free period may be extended for all users or certain users in our sole discretion.
3. After conclusion of the free period, we will charge you a monthly subscription fee of £20, or its equivalent, for access to, or use of, portions of the Application, or the Application as a whole for a renewable subscription period of 12 months. You will be notified at least seven (7) days before expiry of the free period and the first subscription fee is applied your account.
4. IF YOU DO NOT CANCEL YOUR ACCOUNT BEFORE EXPIRY OF THE FREE PERIOD, YOU AUTHORISE US OR OUR AGENT TO CHARGE YOUR PAYMENT METHOD ON A RECURRING BASIS FOR (a) THE APPLICABLE SUBSCRIPTION FEE, (b) ANY AND ALL APPLICABLE TAXES, AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF THE APPLICATION.
5. 5If you are paying by credit card or debit card, you authorise us to charge your credit card or bank account for all fees, taxes and other charges payable during your subscription term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. If you would like to pay by another method, please contact us.
6. We will provide billing information in a format we choose, which may change from time to time. We reserve the right to correct any errors or mistakes in such billing information, even if we have already issued an invoice or received payment from you. You agree to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If you do not bring such problems/discrepancies to our attention within thirty (30) days, you agree to waive your right to dispute such problems or discrepancies.
7. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made within your account information. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this agreement. All fees are due and payable in advance throughout the subscription term.

Taxes

1. We collect value added tax (VAT) on sales to UK-based users and, for UK-based users only, any fees paid by you are inclusive of VAT. We determine whether to charge VAT based on whether your billing address is in the United Kingdom. Our VAT number for the United Kingdom is 281870776. Please contact us if you require a VAT invoice.
2. Except as notified above, all fees are exclusive of taxes, including any VAT or good and services tax (GST) payable by you. You agree to pay any taxes applicable to your use of the Application during the subscription period.
3. If you are a EU-based consumer, we will count any fees payable by you within any calendar year to determine whether we should charge you VAT, and whether we are obliged to register for VAT in the country where you are located (or the VAT Mini One Stop Shop scheme, if available). We will consider you a EU-based consumer for this purpose if your billing address is in the European Union and you have not provided us with a VAT Registration Number (VRN) or alternative evidence of business status acceptable to us.
4. If you are a EU-based business, at our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number, or alternative evidence of business status acceptable to us, prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged to you.
5. If you are required to deduct or withhold any tax on amounts payable to us, you must pay an additional amount to us to ensure that we receive and retain the same amount that it would have received had no tax been withheld from, or otherwise due as a result of, the payment.

Term, Renewal and Cancellation

1. Your initial subscription period will be for 12 months from 1 December 2020, and your subscription will automatically renew annually for one-year periods thereafter until cancelled by you.
2. To prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice is 30 November of the applicable year.
3. If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your account.
4. You may choose to cancel your subscription early, at your convenience provided that, we will not provide any refunds of prepaid fees or unused subscription fees, and you will promptly pay all such unpaid fees. If you cancel early, your cancellation will become effective at the end of the following monthly period, and you will be charged for all fees prior to the effective date of the cancellation.
5. From the date your cancellation becomes effective, you will not be able to access your account. After cancellation becomes effective, all or some of your account data may be permanently deleted from our servers and logs. Data cannot be recovered once it has been permanently deleted.
6. After your cancellation, records of your interactions with other users may be preserved as part of the account data of such other users. We may also preserve your account data to the extent required for the purpose which is was originally acquired, as necessary for us to comply with tax and audit requirements, or any other standards to which we are subject, or as otherwise provided in our data retention policy.

Intellectual Property

1. The Application, and all of the content it contains, or may in the future contain, including, but not limited to, real-time and other information, photographs, images, audio, music, video, graphics, logos, goods, designs, information, applications, software, code, domain names, articles, directories, and guides, as well as the trademarks, service marks, trade names, trade dress, copyrights, patents and/or any other form of intellectual property, as well as the design of, content, text, and "look and feel" of the Application, and the Application as a collective work or compilation (collectively, the Application Content) are owned by us, or licensed by us, and are protected from any unauthorised use, copying and dissemination by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the United Kingdom and other countries. All such rights are reserved.
2. You (a) acknowledge that the Application Content has been developed, compiled, prepared, revised, selected, and arranged through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property, and (b) agree to abide by all applicable laws, as well as any additional notices or restrictions contained in the Application, in relation to our intellectual property rights.
3. By posting any content on the Application, you grant us an irrevocable, perpetual, assignable, transferable, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such content and to prepare derivative works of, or incorporate into other works, such content, and to grant and authorise sublicenses of the foregoing, subject to compliance with the terms regard confidentiality contained in this agreement. You represent and warrant that posting and use of your content will not infringe or violate the rights of any third-party.
4. If you provide us with ideas, comments or suggestions, or make any other feedback or submission to us, relating to the Application or related services, all intellectual property rights in such feedback or submission, and anything created as a result of any such feedback or submission (including new material, enhancements, modifications or derivative works), are owned solely by us. You hereby irrevocably waive, release and give up any claim that any use of such submission violates any of your rights, including, without limitation, copyrights, trademarks, moral rights, privacy rights, proprietary or other property rights, publicity rights, or right to credit for the material or ideas, and forever release and discharge us and its licensees from any and all claims you may have in connection with our use of your feedback or submission.
5. Any use of the Application Content, other than in connection with the utilisation of the Application, is strictly prohibited. Unauthorised use, including, but not limited to copying (e.g., screenshots) and/or reproducing (e.g., publishing on another website) any of these materials (other than content provided to you through the Application by other users which is rightfully in your possession), is prohibited. You may not sell, resell, transfer, copy, reproduce, alter (including removing any copyright, trademark, proprietary or other notices or labels), store (either in hard copy or in an electronic retrieval system), license, transmit, display, broadcast, create a derivative work from, publish, rent, sublicense, distribute or otherwise use in whole or in part in any other manner the Application Content, in whole or in part, without our prior written consent. Such consent may be withheld, delayed and conditioned in our sole and absolute discretion.
6. We do not warrant that the sharing of content on the Application will not infringe upon the rights of third parties. It is your responsibility to determine and satisfy copyright and other use conditions before copying, transmitting, or making other use of the content, materials and information.

Account Information

1. You must register to use the Application on behalf of yourself or behalf of an institution in accordance with the User Restriction Policy. Registration may require provision of certain information regarding such institution and/or yourself in accordance with written prompts within the Application.
2. Your login ID and password, together with any email, mobile number or other contact information you provide constitute your registration information. Your account information, and other personal information, is subject to our Privacy Policy. You represent and warrant that the information you provide to us upon registration and at all other times will be true, accurate, current, and complete. If you do not keep such information accurate, the accuracy and effectiveness of the Application to you may be affected.
3. You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your login ID/e-mail address, and any PIN and other account information, allows you to access the Application. You alone are responsible for the activities that occur in connection with their usage and as such should take steps to protect them from misuse. We have no duty to inquire as to the authority or propriety of any instructions given to us using your passwords or other security data and are entitled to act upon any such instructions without liability. If you become aware of any unauthorised use of your registration information, you agree to notify us immediately.
4. If you are an institutional account holder, you must designate at least one natural person to take actions on your behalf. We refer to this person as your account’s administrator. Your account’s administrator is the person who provided his or her name as your representative when onboarding and registering for the Application. Should you wish to replace your account administrator at any time, you may do so by having either the outgoing account administrator or one of your directors or officers notify us. Your account administrator is not an individual member (except to the extent that he or she joins 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 account’s administrator doing so on your behalf, while any other reference to "you" shall be read as a reference to you as an institutional account holder.In this context, “institutional account holder” refers to a user that is a company, a body corporate, an unincorporated legal entity (such as a partnership) or a government agency or instrumentality.

Confidentiality

1. You acknowledge that you will be given access to confidential information through the Application, including (a) information relating directly or indirectly to other users (or their affiliates), businesses and/or the assets contained in a user's portfolio or the portfolio of a fund or account managed or advised by a user, or a potential transaction; (b) our intellectual property and the intellectual property of our licensors; (c) data, content, and information (including information relating to one or more identified or identifiable natural persons) owned, held, used or created by or on behalf of a user that is stored using, or inputted into, the Application; and (d) any other information that is not public knowledge and that is obtained from us, or from other users, in the course of, or in connection with, this agreement, or your use of the Application. Confidential information includes information in any nature and in any form, including in writing or orally or in a visual or electronic form or in magnetic or digital form.
2. You and we both agree (a) to effect and maintain adequate security measures to safeguard such confidential information from unauthorised access or use to the same extent (but using no less than a reasonable degree of care) that such party protects such party’s own respective confidential information of a similar nature; and (b) to disclose such confidential information to such party’s personnel or professional advisors on a need to know basis only, a manner consistent with this agreement, and in compliance with any agreement entered into with any other user in relation to such confidential information. The foregoing provisions will not apply with respect to any information that any of us can prove (i) is or becomes generally available to the public; (ii) was in such party’s possession or known by such party prior to receipt from the other party; (iii) was rightfully disclosed to it without restriction by a third party; (iv) was independently developed without use of any confidential information owned by the other party; or (v) is required to be disclosed by law.
3. Both parties agree to comply with (as applicable) the Data Protection Act 1998, the General Data Protection Regulation (EU) 2016/679 and/or any other law regulating the processing of information relating to identified or identifiable natural persons having effect in or with respect to a territory in which personal information is processed.
4. We have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Application and related systems and technologies (including, without limitation, information concerning content provided by you and data derived therefrom), and we will be free (during and after the term of this agreement) to use such information and data to improve and enhance the Application and for other development, diagnostic and corrective purposes in connection with the Application and our other offerings, and to disclose such data solely in aggregate or other de-identified or anonymised form in connection with our businesses.

Liability and indemnity

1. Your accept that, by virtue of the Application or your use of the Application, you do not owe to, and are not owed by, any other user, or its affiliates and advisers, any duty or responsibility or liability, whether in contract, tort (including negligence) or otherwise. You shall not be liable, any no other user shall be liable to you, in respect of any loss, damage or expense caused by any party's reliance upon any profile, content or information provided through the Application except, in each case, as is agreed otherwise in writing.
2. To the fullest extent permitted by law, neither we, nor our parents, affiliates, subsidiaries, suppliers, agents, directors, officers, employees, representatives, successors, licensors or assigns, shall be liable to you or any third party for damages of any kind, whether based in tort, contract, strict liability or otherwise, including, without limitation, any direct, indirect, incidental, consequential, special, punitive, exemplary damages, or damages for loss of revenue, anticipated profits or lost business, even if we have been advised specifically of the possibility of such damages, arising in any way from or in connection with (a) the Application, (b) the use of, or inability to use, the Application, or any service interruption in respect of the Application, (c) any provision of this agreement, (d) any action or decision taken as a result of using the Application, (e) any information that you receive through the Application or from any other user, (f) any investment or financial decision made in relation to the potential transaction or any due diligence you undertake, or (g) any damages resulting from communications or meetings with other users or persons or institutions you meet or elect to do business with through the Application. We will not be liable to you for any loss or damage whatsoever that any party may incur as a direct or indirect result of a court’s or other judicial or administrative body’s finding that your use of Application violates applicable legal requirements.
3. Without limiting the foregoing, 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.
4. In no event shall our total liability to you for any damages, losses and causes of action (whether in contract or tort, including but not limited to, negligence) exceed the amount paid by you for accessing the Application.
5. Nothing in this agreement shall limit or exclude our liability to you for death or personal injury caused by our negligence or for fraudulent misrepresentation or any other liability that may not, under English law, be limited or excluded.
6. You agree to indemnify and hold us harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your breach of this agreement, someone using your computer or account to access or use the Application in breach of this agreement, or your use of the Application (or the use of the Application by someone using your computer or account) constituting an infringement of a third party's intellectual property rights.

Term and termination

1. Either you or us may terminate this agreement with or without cause at any time and effective immediately. You may terminate this agreement by discontinuing your use of the website and Application by destroying all materials obtained from the Application. We may terminate this Agreement through replacing this agreement or with notice to you.
2. Upon termination by you or upon notice of termination by us, you must destroy promptly all materials obtained from the Application, except for any content provided to you through the Application by other users which is rightfully in your possession.
3. Those provisions of this agreement that would normally survive termination, shall survive, including, but not limited to those provisions relating to Intellectual Property Rights, Indemnity, and Disclaimers. Your termination of this agreement does not affect any agreements with, or obligations to, other users which you may have entered into before terminating this agreement.

No warranty

1. Application is provided: (a) solely for the user's general knowledge; and (b) on an "as is" and "as available" basis without warranties, representations or conditions of any kind, whether express, implied or statutory (including but not limited to implied warranties, representations or conditions of merchantability, fitness for a particular purpose and non- infringement) and that any such warranties, representations or conditions are hereby expressly disclaimed.
2. We assume no responsibility for the completeness, accuracy and currency of the information contained in this website.
3. We do not represent or warrant that functions contained in the Application will be uninterrupted or error-free, or that defects will be corrected, or that the Application or the server that makes it available is free of viruses or other harmful components.
4. We do not guarantee the sequence, timeliness, accuracy or completeness of any quotes, communications, amounts or other data displayed, and we are not liable or responsible in any way for any delays, inaccuracies or errors in any price information, communications, amounts or data or in the transmission of any price information, amounts or data.
5. You acknowledge that (a) we cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalisation settings or other service interruptions, and cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalisation settings; (b) we do not and cannot control the flow of data to or from the Application, as such flow depends in large part on the performance of computer hardware and Internet services and software provided or controlled by third parties (including you), on the public Intranet infrastructure and on other events beyond our reasonable control; and (c) at times, action or inaction of third parties, hardware/software problems with the public Internet infrastructure or with your computing equipment or other events beyond our reasonable control can impair or disrupt your connection to the Application.
6. You are owed no duty of care or obligation by us (other than as expressly agreed) and insofar as you are owed any such duty or obligation (whether in contract, tort or otherwise) by us you hereby waive, to the extent permitted by law, any rights which you may have in respect of such duty or obligation.

Remedy

1. You acknowledge that we may be irreparably harmed by any breach of this agreement, and that damages alone may not necessarily be an adequate remedy.
2. Without affecting any other rights or remedies if a breach of this agreement occurs or is threatened, (a) you acknowledge that the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, may be available; and (b) if any of such remedies are sought in relation to any threatened or actual breach of the terms of this agreement, you waive any rights you may have to oppose that remedy on the grounds that damages would be an adequate alternative.

Entire Agreement

1. Other than as described in this agreement, this agreement (including your User Agreement (if applicable), Privacy Policy and User Restriction Policy) represents the entire understanding and agreement between you and us regarding the Application, and supersedes all other previous agreements. Any terms and conditions proposed by you which are in addition to or which conflict with this agreement are expressly rejected by us and shall be of no force or effect.
2. Your User Agreement (if applicable) summarises important aspects of these Terms of Use. In the event of a conflict between these Terms of Use and the User Agreement in this connection, these Terms of Use supersede the User Agreement.
3. Specific terms and conditions in addition to this agreement may be provided with respect to transactions conducted on or in connection with the Application, and other terms and conditions may be provided for the use of certain other items, areas or services provided on or in connection with the Application, and you agree to be bound by such rules if you use such items, areas or services.

Miscellaneous

1. If any provision of this agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
2. Any failure to exercise or enforce any legal right or remedy which is contained in this agreement (or which we have the benefit of under any applicable law) shall not be construed as a waiver of any other rights and remedies.
3. We reserve the right, at our sole discretion, to modify or replace this agreement, including the User Restriction Policy and the Privacy Policy, at any time. Your use of the Application following the effective date of any modifications to this Agreement will constitute your acceptance of the Agreement, as modified. You agree that notice on the website or Application of modifications is adequate notice.
4. No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement.
5. We shall not regard any other person (including, without limitation, any connected person of a user, as described below) as our client or customer, and we shall not be responsible to any other person for providing any protections afforded to, or required to be afforded to, you. In this context, connected person means, (a) a subsidiary undertaking of a user; (b) a parent undertaking of that user (whether direct or indirect); (c) a subsidiary undertaking of a parent undertaking of that user; (d) any shareholder, investor or security holder, or creditor or lender, of the foregoing; (e) any adviser, agent, nominee or representative of the foregoing; and (f) any person who is a director, officer, employee or partner of the foregoing.
6. Nothing in these terms of use should be construed as creating a partnership, agency relationship or joint venture between you and us.
7. You may not assign, novate, subcontract or transfer any right or obligation under this agreement without our prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void. We may freely assign our rights, duties, and obligations under these Terms of Use.

Governing law and jurisdiction

1. This agreement and any dispute or claim relating to it or its subject matter, including (a) claims for set-off and counterclaims; (b) disputes arising out of, or in connection with, the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this agreement and (c) disputes arising out of, or in connection with, any non-contractual obligations arising out of, or in connection with, this agreement, is governed by and is to be construed in accordance with English law.
2. Except as otherwise provided in this clause, the parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any claim, dispute or issue (including non-contractual claims) which may arise out of or in connection with this agreement, and you waive any objection to the exercise of the jurisdiction of English courts. Notwithstanding the proceeding sentence, we retain the right to bring proceedings against you for breach of these Terms of Use in your country of residence, the country in which your business or company is based or incorporated, or any other relevant country.
3. We control and operate this site and the Application from the United Kingdom, and we make no representation that the Application is appropriate or available for use in locations other than the United Kingdom. If you access this site from locations outside of the United Kingdom you do so on your own initiative and at your own risk.