Welcome to Fundsup. These Terms and Conditions apply to all current and/or future online early-stage deal discovery services (“Services”) offered by Fundsup B.V., a limited liability company incorporated under the laws of The Netherlands, having its seat in Amsterdam, The Netherlands and its office address at Binnen Wieringerstraat 5, 1013 EA Amsterdam, The Netherlands, registered with the Trade Register of the Chamber of Commerce under number 64435210 (“Fundsup”) to users (of whatever nature) of the Services. This is the last version of the Terms and Conditions dated 7 January 2019.
These Terms and Conditions may be subject to changes and updates in order to keep up with the improvements made to the Services or changes in laws and regulations. In case of any changes and updates in these Terms and Conditions, the User will be notified at least fourteen (14) days in advance and provided with the latest version.
In these Terms and Conditions, the following definitions shall have the following meaning:
Account means an account to access the Services;
Administrator means the Subscriber that creates an Enterprise Account;
App means the application through which the Services may be accessed;
Companies means early stage companies that are looking for funding;
Enterprise Account means an account for a group of Investors;
Free Trial means free trial of the Services for a limited period of time;
Fundsup has the meaning ascribed thereto here above;
Investors means investors (of any nature) looking for Companies to invest in;
Match means the situation in which an Investors has expressed its interest in a Company by means of initiating a chat with that Company or swiping in such manner as to express interest;
Profile means the information that is uploaded by a Company and initially displayed on the screen with respect to such Company;
Services has the meaning ascribed thereto here above;
Subaccount means a subaccount of an Enterprise Account;
Subscription means the subscription to the Services by a User;
Subscription Cycle means the term of subscription to the Services, being either one (1) month or one (1) year;
Terms and Conditions means these terms and conditions;
User means a user of the Services, being either a natural person or a legal person;
Web means the web interface through which the Services may be accessed.
1. 1. After the User has successfully created an Account and has chosen a Subscription, the User can make use of the Services and the Subscription Cycle starts.
1. 2. The User’s Subscription automatically renews at the end of each Subscription Cycle under the same conditions. Fundsup has the right to change the conditions of every new Subscription Cycle. The User will be notified of any changes in the conditions in advance and has the right to terminate the Subscription at the end of the current Subscription Cycle.
2. 1. Fundsup may offer a User a Subscription with Free Trial either by generic subscription or via subscription making use of a unique link or code.
2. 2. Free Trial eligibility is determined by Fundsup in its sole discretion. Fundsup may at all times limit the eligibility and/or duration of a Free Trial and has the right to revoke a Free Trial in the event that Fundsup deems that the User is not eligible. A Free Trial means that a User can use the Services for one or more Subscription Cycles for free. The User will be notified before the expiration of the Free Trial. After expiration of the Free Trial and at the start of a new Subscription Cycle the User will be billed the applicable Subscription fees, unless the User terminates the Subscription as described above.
3. 1. The Subscription fees can be found at https://fundsup.co/pricing.
3. 2. Fundsup, in its sole discretion and at any time, may modify the Subscription fees. The modified Subscriptions fee enters into effect at the start of any new Subscription Cycle. Users will be notified of any modifications in the Subscription fees in advance and shall have the right to terminate the Subscription at the end of the current Subscription Cycle.
3. 3. The Subscriptions fees are billed in advance of every Subscription Cycle. A valid payment (and contracted) method that may vary from time to time and may depend on a User’s domicile, is required to process the payment for the Subscription. Users shall provide Fundsup with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting payment information, a User automatically authorize Fundsup to charge all Subscription fees incurred through its account to any such payment instruments.
3. 4. Should automatic billing fail to occur for any reason, Fundsup will issue an electronic invoice indicating that the User must proceed manually within seven (7) days of the invoice date, with the full payment corresponding to the billing period as indicated on the invoice.
3. 5. Users can terminate their Subscription at the end of every Subscription Cycle and cancel the automatic Subscription renewal through the Account management page or by contacting the Fundsup customer support team.
3. 6. In case of any breach of contract, violation of applicable laws and regulations, inappropriate behavior or other reason necessary, Fundsup may terminate or suspend a User’s Subscription and Account immediately, without prior notice or liability. Upon termination, the User’s right to use the Service will immediately cease. In addition, Fundsup may always terminate or suspend a User’s Subscription and Account at the end of the current Subscription Cycle for any reason.
3. 7. Generally, all charges for purchases are nonrefundable, and there are no refunds or credits for partially used periods. Fundsup may make an exception if a refund for a subscription offering is requested within fourteen days of the transaction date.
4. 1. Fundsup offers Services, which Services may be accessed via the App and Web. By means of the Services Fundsup helps to connect Companies to Investors. Companies are introduced to Investors based on algorithms that combine amongst others the information uploaded by the Companies and the preferences set by Investors. Based on the Profile an Investor can decide whether or not it would like to follow and perhaps contact the Company. The Services may from time to time also provide for subscription by certain third parties who shall be granted certain data from the Services in order to offer services of their own to Users, that may be interesting to such Users.
4. 2. As Fundsup’s mission is to take the friction out of early-stage fundraising through data-driven matchmaking, Fundsup is always striving to improve its Services and offer its Users additional functionality they find useful. This means Fundsup may add new product features or enhancements from time to time and may as well as remove some features.
Fundsup offers its Services to Users following approval by Fundsup. Any User that signs up to Fundsup will
be subject to screening, during which Fundsup reserves the right to reject any User. Following a successful
screening and approval by Fundsup, Fundsup offers its Services to two types of Users:
Fundsup gives Investors access to a pool of relevant Companies. After entering its preferences, the Fundsup recommendation algorithm displays Companies that are the most relevant to the preferences of Investors. To initiate contact with an Company, the Investors can indicate a Match. If an Investor is not ready to indicate its interest in an Company, the Investor can ‘track’ the Company in order to be kept up to date with its progress.
Apart from the offering of Services to Investors, the Services also provide for the Enterprise Account, that allows for multiple Subaccounts being managed by the Administrator. The Administrator has the right to offer/revoke access to the relevant sub Accounts. The various Subaccounts within an Enterprise Account are enabled to directly share information and Profiles of Companies with each other and manage a deal. Companies After publication and having been admitted to the Fundsup platform, Fundsup displays the profile of Companies to Investors. The level of exposure of a User’s Profile to Investors is based on Fundsup’s algorithms. Fundsup features a Dashboard for Companies, where insights are provided about the level of exposure that an Company is receiving from Investors, as well as other useful insights that enable Companies to quickly improve their profiles, such as (aggregated) feedback from Investors.
4. 4. As referred to here above, Fundsup offers a platform for early stage deal discovery. Fundsup undertakes to deliver Services that meet the reasonable commercial standards and to use its best efforts to improve the Services on a regular basis. This means that Users can use the App or the Web and its/their functionalities, access their Account and view Profiles of other users.
4. 5. From time to time, Fundsup may offer products and services for purchase through iTunes, Google Play or other application platforms authorized by Fundsup. If a User chooses to make an in app purchase, the User will be prompted to enter details for the User’s account with its relevant application platform, and the User’s account with such application platform will be charged for the in app purchase in accordance with the terms disclosed to the User at the time of purchase as well as the general terms for in app purchases that apply to User’s account with the application platform. Some application platforms may charge a User sales or other tax, depending on where the User lives. If a User purchases an auto-recurring periodic subscription through an in app purchase, User’s account with the application platform will continue to be billed for the subscription until the User cancels. After a User’s initial subscription commitment period, and again after any subsequent subscription period, the subscription will automatically continue for an additional equivalent period, at the price agreed to upon subscribing. If a User does not wish its subscription to renew automatically, or if a User wants to change or terminate its subscription, the User will need to log in to its account with the application platform and follow instructions to cancel its subscription, even if the User has otherwise deleted its account with Fundsup or if the User has deleted the Fundsup application from its device. Deleting an account on Fundsup or deleting the Fundsup application from a device does not cancel a User’s subscription; Fundsup will retain all funds charged to a User’s account with the application platform until such User cancels its subscription through its account with the application platform.
4. 6. Fundsup does not guarantee any result or outcome of the Services and/or of any products and services offered for purchase through iTunes, Google Play or other application platforms authorized by Fundsup. Fundsup explicitly does not guarantee that the Services result in a Match or any sort of deal, in any business relationship or in any commercial or investment transaction with other Users. Unless explicitly indicated otherwise, the Services do not include any research or due diligence on its Users and explicitly does not include any investment, financial, tax, legal or other advice. Unless explicitly indicated otherwise, any and all information uploaded to the Fundsup platform is uploaded by the Users and has not in any manner been verified by Fundsup. Any transaction by and between Users is made for the sole risk and account of the relevant parties even if a Company is recommended or endorsed by any other person on the Fundsup platform.
4. 7. Though Fundsup strives to encourage a respectful user experience through features like the Investor opt-in that only allows Investor to initiate communication if they have indicated interest in a Company, Fundsup is not responsible for the conduct of any user on or outside of the Service. Users agree to use caution in all interactions with other Users, particularly if a User decides to communicate outside of the Services or meet in person.
4. 8. Fundsup, its subsidiaries, affiliates, and its licensors do not warrant that a) the Services will function uninterrupted or secure and is available at any particular time or location, b) any errors or defects will be corrected, c) the Service is free of viruses or other harmful components or d) the results of using the Service will meet the Users requirements.
4. 9. A failure in the performance of the Services or any agreement cannot be invoked against Fundsup, if such does not arise from (i) an attributable failure by Fundsup and/or the third party/parties deployed by it and/or (ii) a failure for which Fundsup and/or the third party/parties deployed by it can be held responsible for this pursuant to the law and is not the result of force majeure within the meaning as described below.
4. 10. In the event of any non-attributable non-performance the relevant part of the Services or agreement will be suspended. Fundsup will notify the User of such an event as soon as possible, even if such an event only concerns the third party/parties deployed by it.
4. 11. “Force majeure” shall be understood to mean: circumstances or events that are beyond Fundsup’s control and will – irrespective of whether these circumstances or events were anticipated or could be anticipated at the moment of accepting these Terms and Conditions or signing any agreement – as a result of which the Fundsup cannot reasonably be obliged to meet its obligations under any agreement. These circumstances or events comprise in any case, but not exclusively: war, fire, floods, earthquakes, labor disputes, strikes, epidemics, government rules and/or similar rules, embargos, non-performance by suppliers or subcontractors or any other third party/parties deployed by Fundsup for the execution of any agreement, interruption of the electricity supply and the non-availability of telecommunication services.
4. 12. Notwithstanding the foregoing, Fundsup or its employees, affiliates, licensors or service providers are not liable for any loss or damage to users of the Services other than loss or damage that is caused by gross negligence or willful misconduct (“opzet of bewuste roekeloosheid”). This includes – but is not limited to – loss of profits, data, goodwill and market opportunities resulting from i) access to, use of or inability to access or use the Services, ii) conduct or content of other user of the Services, either on, through or following the Services and iii) unauthorized access to or use and alteration of the Services and/or Accounts by others.
4. 13. In case Fundsup is found liable, Fundsup will only be liable for the amount that equals the aggregate of the Subscription Fees paid by User in the last two months before the damage-causing event (“schadeveroorzakende gebeurtenis”).
4. 14. Users must use the Services in an appropriate manner. Users are not allowed to use the Services in a way that violates any applicable laws, regulations or these Terms and Conditions, infringes on anyone’s rights, is offensive, or interferes with the Services or any features of the Services.
By using the Services, Users agree that they will not:
– Impersonate any person or entity or post any images of another person without his or her permission; – Post any content that is hate speech, threatening, sexually explicit or pornographic, incites violence or contains nudity or graphic or gratuitous violence; – Post any content that promotes racism, bigotry, hatred or physical harm of any kind against any group of individuals; or – Use another user’s account
4. 16. Although Fundsup reserves the right to review content by other Users and, if necessary, remove the same, Fundsup is not responsible for such content and cannot guarantee that other users comply with these Terms and Conditions.
5. 1. In order to use the Services, Users are required to create an Account (or complete the Subaccount assigned to the User). To access the Account, Users need to specify a username and password. When a User creates an Account, the User needs to provide Fundsup with information that is accurate, complete and current at all times. If a Users information changes at any time, the User should update its Account to reflect those changes. Failure to do so will constitute a breach of these Terms and Conditions, which may result in immediate termination of the contract and access to a User’s Account and the Services.
The following rules and requirements regarding the information about a User apply to a User’s Account:
a ) Companies All information that the Company provides to Fundsup is visible for other Users after the User has published the same. Companies should at least provide us with information in respect of such fields that are mandatory in the Company Profile. All information that is not mandatory may be left out by an Company, but in the event that an Company decides to provide the relevant information, it will be (made) available to other Users of the App and/or the Web after the User has published the same. A User shall at any moment in time be able to reset any information provided to unpublished or remove certain information. b ) Investors An Investor should at least provide Fundsup with information in respect of such fields that are mandatory in the Investor Profile. The Investor can control the information that is visible to other users and have the opportunity to remain anonymous when using the Services. c ) Administrators Administrators should at least provide Fundsup with information in respect of such fields that are mandatory in the Enterprise Account. Administrators can control the information that is visible to other Users and have the opportunity to remain anonymous when using the Services. An Administrator shall in all events be held responsible for the acting of the Investors and Companies for which it has created a Sub Account.
5. 3. Users may not use as username the name of another person or entity or a name that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than the User without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
5. 4. Please note that Users are responsible to safeguard their password. Do not share Account details with others or disclose any password to others. Users must notify Fundsup immediately upon becoming aware of any breach of security or unauthorized use of their Account.
5. 5. By creating an Account, Users agree to be bound by these Terms and Conditions, the Privacy Statement, and any terms disclosed and agreed to by the User if User purchases additional features, products or services Fundsup offers within the Services.
5. 6. Users understand and agree that Fundsup may monitor or review any content Users post as part of the Services. Fundsup shall in all events be entitled to delete any content, in whole or in part, that in Fundsup’s sole judgment violates these Terms and Conditions or may harm the reputation of Fundsup and/or the Services. When communicating with Fundup’s customer care representatives, Users agree to be respectful and kind.
5. 7. In all events in which a User of the Services has created a Profile or Account, Fundsup shall at any stage in time have the right to reject the Profile and/or Account and access of the user for any reason Fundsup may reasonably deem fit.
6. 1. The Services and its original content (excluding content provided by users), features and functionality are and will remain the exclusive property of Fundsup and its licensors. The Services are protected by copyright, trademark, and other laws of both the Netherlands and foreign countries. Fundsup’s trademarks and trade name may not be used in connection with any product or service without the prior written consent of Fundsup.
6. 2. When a User posts or shares content through the App or the Web that is protected by any sort of intellectual property right, the User guarantees to be the owner or licensor thereof. A User does not transfer ownership of the content the User posts or shares in the App and/or the Web. However, by posting the content, the User grants us, Fundsup’s agents, licensees, and assigns an irrevocable, perpetual (non-exclusive) right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use the User’s content. Without those rights, Fundsup could not offer the Services. Please note that this license continues even if the User stops using the Services.
6. 3. By using the Services, a User grants Fundsup a perpetual, transferable, sub licensable, non-exclusive, irrevocable and royalty-free license to display the User’s company’s trademarks, logo’s and/or trade names for any promotional purposes. Users agree not to archive, reproduce, distribute, modify, display, publish, license, offer for sale or use (other than as explicitly authorized in these Terms and Conditions) any part of the Services and/or any uploaded or otherwise provided content.
6. 4. Each User agrees to indemnify, release and hold us harmless from any liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any use of the Services and content the User posts.
6. 5. In order to use the Services, each User agrees that Fundsup processes the data that the User provides by creating an account and using the Services. Fundsup gathers this information in order to be able to connect Users with the right people and companies and to improve the Services.
6. 6. The User agrees that the data on a User’s Profile is visible for other users as long as it is published by the User. For more information about the data that Fundsup processes and how it is protected, please consult the Privacy Statement https://fundsup.co/privacy.
7. 1. The legal relationship between parties, including but not limited to all agreements and these Terms and Conditions, are exclusively governed by the laws of The Netherlands.
7. 2. All disputes arising out of or in connection with this Agreement shall be finally settled by under the (prevailing) Rules of Arbitration of the Netherlands Arbitration Institute. The Netherlands Arbitration Institutes arbitral tribunal shall consist of three (3) arbitrators, to be appointed in accordance with the aforementioned Rules of Arbitration. At least one of the arbitrators shall have a Dutch law degree. The place of Arbitration shall be the city of Amsterdam, The Netherlands. The arbitration will held in English language.
7. 3. For the avoidance of any doubt, the aforementioned specific arbitration clause is (also) governed by and shall be construed exclusively in accordance with the laws of The Netherlands.