Date of release: 27/05/2014
Welcome to startupxplore.com, the new way to understand the investment in innovative companies with high growth potential. Next, we will explain the terms and conditions of use of the WEBSITE, given that it must be understood that its use attributes to you the condition of a user of the website and implies full and unreserved acceptance of all the following provisions.
1.-Ownership of Website
1.1. The Ownership of the website startupxplore.com (hereinafter the WEBSITE) corresponds to Startupxplore PFP, S.L. (hereinafter, STARTUPXPLORE) with company address at Roger de Lauria 19, 2nd C, Valencia 46002, Spain, with Tax Identification Number B-98877483.
1.2. STARTUPXPLORE's Commercial Register information is the following: Trade registry of Valencia, Book 10233, Sheet 189, inscription 1st of V-174564 on the address Roger de Lauria 19, 2ndC, Valencia 46002, Spain
1.3 STARTUPXPLORE's customer's service/contact line is the following: support@startupxplore.com
2. Acceptance of the Terms of Use
2.1. The use of the Website grants the condition of Website user (hereinafter, the "User") and implies the full and unreserved acceptance of all and each of the provisions in this document in the version published by STARTUPXPLORE the moment when the user accesses the WEBSITE. Consequently, the user must carefully read the terms of use and the privacy policy on each of the occasions on which it intends to use the WEBSITE, as they may be modified.
2.2. The use of certain services offered to users through the WEBSITE may be subject to specific conditions which, according to each case, substitute, complete and/or modify this document. Therefore, before using such services, the user must also carefully read the Special Conditions.
2.3. STARTUPXPLORE reserves the right to change the terms of use and the privacy policy of the WEBSITE, and it is the User's duty to periodically check these conditions.
3. Object
3.1. The goal of STARTUPXPLORE is to offer a premium platform that offers investment opportunities in high-potential startups, in which an experienced investor with a track record has already confirmed its investment, and where Startupxplore will also invest. Investors registered on the platform can invest under the same conditions as the reference investor, through a more transparent and efficient system. An additional objective is to provide THE USERS a directory which includes relevant information on innovative companies with high growth capacity, entrepreneurs, investors and other professionals in the entrepreneurship world and relevant intermediary services and relevant information that can be shared by the STARTUPXPLORE USERS community.
3.2. The services offered by STARTUPXPLORE are services targeting enterprises so the Law on consumers and users protection is not applicable.
4. Underage
4.1. The access and use of the WEBSITE is targeted to people of legal age over eighteen (18) years old.
4.2. In order to use the WEBSITE Services, minors must obtain prior permission from their parents, guardians or legal representatives, who will be responsible for all acts performed by the underage in their care.
5. Access terms and website use
5.1. The consultation and use of the WEBSITE by the USER is free and requires no registration. Notwithstanding the foregoing and in order to manage the services offered by the WEBSITE, such as, but not limited to, manage inquiries or make appointments with other professionals, USERS must complete a registration form accepting these Terms of Use and Privacy Policy.
5.2. The USER's registration is free, without prejudice to the possibility that in the future STARTUPXPLORE may set a price or fee for the service, which will be properly and previously informed to the USER.
5.3. When the user to registers on the WEBSITE he must accept these terms and conditions and privacy policy. At any time, the user may modify and update his contact information through the WEBSITE.
5.4. The User declares that all information provided must be truthful. For this purpose, the USER guarantees the authenticity of all data communicated as a result of filling in the WEBSITE or modifying or updating the contact details. Similarly, it's the USER's responsibility to keep all information provided constantly updated so that it responds at all times to the real situation of the USER. In any case, the USER will be the sole responsible for any false or inaccurate information provided and the damage caused to STARTUPXPLORE or third parties.
5.5. The USER undertakes to make proper use of the WEBSITE in accordance with the current regulations and these Terms and Conditions of Use, as well as fair and peaceful use.
5.6. The USER undertakes not to publish on the WEBSITE contents which comply with the following standards of conduct:
5.6.1. That is, in any way, contrary, disparage or violate fundamental rights and public freedoms recognized in the Constitution, international treaties and other applicable Law.
5.6.2. That induce, incite or promote criminal, slanderous, defamatory, violent or, in general, contrary to law, morality and generally accepted good practices and public order.
5.6.3. That induces, incite or promote actions, attitudes or discriminatory judgments on sex, race, religion, belief, age or condition.
5.6.4. Incorporate, make available or provide access to products, elements, messages and/or criminal, violent, offensive, harmful or, in general, contrary to the Law, moral and good customs generally accepted or the public order.
5.6.5. That may induce or induces others an unacceptable state of anxiety or fear.
5.6.6. That is libelous, offensive and/or degrading.
5.6.7. That is protected by any intellectual or industrial property belonging to third parties without the USER having previously obtained the necessary title to carry out the use he intends to.
5.6.8. That is contrary to the right to honor, personal and family privacy or image rights.
5.6.9. That violates the rules set on communications confidentiality, data protection, intellectual property or any other applicable Laws.
5.6.10. Which relate to advertising of sites which are competitors or advertisers of STARTUPXPLORE.
5.6.11. Constitute illegal, deceptive or unfair advertising.
5.6.12. That provoke (such as format, length, etc.) difficulties in the normal functioning of the services.
5.7. STARTUPXPLORE reserves the right to remove from the WEBSITE, without prior notice, all content in view which violates these legal terms. STARTUPXPLORE in no way is responsible for the content or views expressed by the USER.
6. Startupxplore Fees
Access to the Startupxplore platform and community is free. On the other hand, Startupxplore covers its operating costs applying the following fees to startups and investors.
6.1 Startups (promoters companies) fees
Startupxplore will only charge fees to promoters (companies) who launch rounds of capital increases through the Startupxplore co-investment platform.
Concepts and rates:
1. An amount of up to €5,500 (VAT not included) for settlement costs, design, and advice on the Investment round launched through Startupxplore.
2. Only in case of success of the round, 0% (plus VAT) for the amounts invested by investors through its platform provided that the Promoter Company, prior to any communication that may be made by the Startupxplore platform, manages to raise by its own means ("investors contributed by the promoter to the round on the Startupxplore platform") a minimum of 30% of the target amount of the round. Otherwise, Startupxplore will charge a fee equivalent to 6% (plus VAT) of the total amount invested by investors investing through Startupxplore.
3. In addition, and optionally, the company being financed will pay Startupxplore fees for the provision of follow-up services of 2,400€ per year (excluding VAT), payable annually in advance (at the time of successful completion of the operation, the pro rata amount of the period remaining until the end of the current year will be calculated and paid).
6.2 Investor Fees
Startupxplore dedicates a lot of resources to detecting, attracting and analysing the best investment operations, and from the first moment, it has opted for quality rather than quantity.
We are the only equity crowdfunding platform in Spain that does not charge projects for the capital invested, that obtains its income primarily from its investors, which thus obtains greater independence and alignment of interests, which is a very good thing for the investor who is really our client: for whom we work every day, and for whom we negotiate when we sit down with entrepreneurs.
So, in order to continue to add value, we need to be sustainable, which is why we have taken the decision to apply the following fee schedule to the investor side:
6.2.1 Subscription fee
Startupxplore will charge 6% of the investment in the Startup only if the campaign reach at least 90% of the target amount.
6.2.2 Success Commission
Startupxplore shall be entitled to receive ten percent (10%) of the Capital Gains generated in favor of the Investors (Syndicate members) as a consequence of the investment made by them in the Startup through the Startupxplore platform (the "Success Commission").
The Success Commission is linked to the profitability of the Investor(s) with respect to each specific Startup, individually considered.
6.2.3 Calculation of capital gain
In the event of a total or partial disinvestment in the Startup by any of the Investors or any legal business is carried out that involves the receipt by the Investors of funds from the Startup (e.g. distribution of dividends, capital reduction through return of contributions, sale of shares, payment of interest derived from loans, etc.) (hereinafter any of these cases will be a "Liquidity Event") Startupxplore will be entitled to receive as a success commission an amount equivalent to 10% of the Capital Gains.
Capital gains" is understood to mean any amount that exceeds: (i) the amount paid by each Investor to acquire ownership of the Startup shares through Startupxplore (nominal value plus any premium); and (ii) the indirect taxes and any expenses paid by the Investors as a direct result of the Liquidity Event (other than income or wealth taxes). These amounts paid by each Investor will be the "Total Investment".
For the purposes of determining the amount of the Total Investment and when this amount has been exceeded, all income received by the Investors as a result of any Liquidity Event accumulated over time shall be computed.
6.2.4 Method of payment of the Success Fee
The payment of the Success Fee can only be demanded from the moment the funds are actually received by the Investors. Once the funds have been received, the Investors must make the corresponding bank transfers in favor of Startupxplore within a maximum of 10 working days from the receipt of the funds. The Investors undertake to communicate to Startupxplore the details of each Liquidity Event as well as any information that Startupxplore reasonably requires from the Investors for the purpose of verifying the accrual of this Success Fee.
6.2.5 In the event of the company's IPO
In the event of the company's IPO, given that it makes the securities liquid, we will consider that the liquidation event has occurred, generating the capital gains and accruing the right to receive the capital gains commission, regardless of whether the investor decides to continue or liquidate the position.
In the same sense, the price on the basis of which the capital gain will be calculated will be the reference price set for the IPO.
7. Intellectual property
7.1. STARTUPXPLORE owns the intellectual property rights or has obtained all necessary authorizations or licenses for their exploitation, domain name, trademarks and logos, the application, and other works and inventions related to the WEBSITE as well as its contents.
7.2. The contents of this WEBSITE, including designs, applications, text, images and source code (hereinafter the "Content") are protected by intellectual and industrial property.
7.3. STARTUPXPLORE, as the responsible for the compilation of the professional data published in the WEBSITE, owns the intellectual property rights of the corresponding database, which cannot be reproduced in whole or in part or transmitted or recorded by any information retrieval system.
7.4. Under no circumstances may the content of the WEBSITE be used, reproduced, copied or transmitted in any form without the prior, written and explicit consent of STARTUPXPLORE.
7.5. The USERS authorize, license and, if necessary, give up STARTUPXPLORE the use of the contents incorporated into WEBSITE for their transformation, exploitation, publication, distribution, public communication, free of charge, universally and without geographic or time limitation.
7.6. STARTUPXPLORE is a brand undergoing the application process by STARTUP VENTURES, S.L.
7.7. USERS state they hold all the rights, licenses and permissions to publish in the WEBSITE the content published and exonerate STARTUPXPLORE from all responsibility.
8. Privacy policy
Responsible: Startup Ventures, S.L. "("STARTUPXPLORE"). Purpose: (i) to manage and process the registration of the applicant as a user of the platform and the relationship with the contact persons and the management of his/her user account; (ii) to send information regarding the activities organised by STARTUPXPLORE or those in which he/she participates, as well as information on investment opportunities, our news, benefits of the website and any other information that we consider of interest to you. Legitimation: For the purpose of (i) the legitimate interest of the interested party and STARTUPXPLORE to manage their contact and business relationship. For the purpose (ii) the consent given by the user. Addressees: The transfer to companies of the Startupxplore Group is planned. Transfer of data to third countries or organizations: Disqus, Inc., Facebook, Inc., Google LLC, Mixpanel, Inc., The Rocket Science Group LLC d/b/a MailChimp, Amazon Web Services, Inc. all of whom are processing providers outside the EU and are covered by Privacy Shield. Rights: you may exercise your rights of access, rectification, deletion, opposition, portability and limitation to the processing of your personal data by sending a request to the above address, attaching a copy of the identification document in force. Additional information: You must be of legal age and provide us with your details to authenticate them and enable your user account on the website managed by STARTUPXPLORE.
You can consult our data protection policy in the Privacy Policy and Cookies.
9. Exclusion of warranties and liability
9.1. STARTUPXPLORE does not guarantee the availability and continuity of the WEBSITE or the Services. Whenever it is reasonably possible, STARTUPXPLORE shall give notice of WEBSITE and Service Interruptions.
STARTUPXPLORE does not guarantee the usefulness of the WEBSITE and the Services for the performance of any particular activity, nor its infallibility nor, particularly but not exclusively, that USERS can effectively use the WEBSITE and Services, access the different websites that form up the WEBSITE or those from which the Services are provided.
9.2. The WEBSITE has been created and is functioned as designed by STARTUPXPLORE; consequently STARTUPXPLORE assumes no liability for damages of any kind that may be due to the lack of availability or continuity of the WEBSITE and the Services, the non-compliance with the USERS' expectations or specific requirements or, in particular, but not limited to, the failure to access the different WEBSITE pages or those from which the Services are provided, when slated to reasons beyond the control of STARTUPXPLORE.
9.3. The access and use of the Services offered by STARTUPXPLORE require a computer and an internet connection. The costs associated with these elements will be the sole concern of the USER. The USER is responsible for conserving and diligently using his access codes.
9.4. STARTUPXPLORE has implemented all the technical security measures and organizational measures to ensure the security and the privacy of the information, without prejudice of those acts beyond due diligence with criminal intentions which violate the security measures implemented, for which STARTUPXPLORE shall not be responsible for.
9.5 STARTUPXPLORE excludes, given the WEBSITE's nature, all liability for damages of any kind that may result from third parties having access to the information contained in the WEBSITE as well as for the use given by the USERS.
9.6 STARTUPXPLORE does not control or guarantee the absence of viruses or other elements in the contents that may cause alterations in your computer system (software or hardware) or in your electronic documents and files stored in your computer system.
9.7. Notwithstanding the efforts made by STARTUPXPLORE so that the information posted on its WEBSITE maintains the highest quality standards, STARTUPXPLORE does not guarantee the legality, reliability, timeliness, and usefulness of the information and the contents of the WEBSITE.
9.8. STARTUPXPLORE excludes all liability for damages of any kind that may arise from the transmission, diffusion, storage, availability, reception or access to the content, and particularly but not limited to, for damages that may result from:
(a) Failure to comply with the Law, moral and generally accepted good customs or public order as a result of the transmission, diffusion, storage, availability, reception or access to the contents;
(b) Infringement of intellectual property rights, trade secrets, contractual commitments of any kind, the rights to honor, personal and family privacy, image rights, property rights and all other rights belonging to third parties as a result of the transmission, diffusion, storage, availability, reception or access to contents;
(c) The performance of acts of unfair competition and illegal advertising as a result of the transmission, diffusion, storage, availability, reception or access to contents;
(d) The lack of truthfulness, accuracy, timeliness, completeness, relevance and/or appropriateness of the content;
(e) The unsuitability for any purpose and fulfillment of expectations generated by the Contents;
(f) The failure, delay in performance, defective performance or termination for any reason of the obligations assumed by any third parties and contracts with third parties through or in connection with the access to the content;
(g) The vices and defects of any kind of Content transmitted, distributed, stored, made available or otherwise transmitted, received, obtained or accessed through the WEBSITE or services.
9.9. STARTUPXPLORE does not guarantee the truthfulness, accuracy, completeness or timeliness of the Contents of his WEBSITE generated by STARTUPXPLORE or by the users posting their opinions.
9.10. STARTUPXPLORE excludes all liability for damages of any kind that may be due to lack of truthfulness, accuracy, completeness and/or suitability of the Content.
9.11. STARTUPXPLORE reserves the right to restrict, suspend or terminate the USER's account if STARTUPXPLORE believes, in its sole discretion, that it is necessary for the performance of this Agreement.
9.12. STARTUPXPLORE does not guarantee the legality, reliability, and usefulness of the Services provided by third parties whose contact details were obtained through the WEBSITE.
9.13. STARTUPXPLORE excludes all liability for damages of any kind that may result from the Services provided by third parties whose data is posted on the WEBSITE. The USER must at all times meet the terms of use and recruitment as well as the third party's privacy policy.
9.13. STARTUPXPLORE is in no way responsible for the content or performance of other websites to which, in some cases, can be accessed by the inclusion of a link or links on this WEBSITE, nor for the content, services or products offered therefrom, unless such other sites are owned by STARTUPXPLORE.
9.15. STARTUPXPLORE is friendly and is willing to comply with current regulations, and also enforces the same. Should the USER be aware of any breach of the rules or standards of conduct described here, please notify us at the address legal@startupxplore.com and STARTUPXPLORE will respond to your communication as soon as possible.
10. Confidentiality
All information to which the user has access and which is expressly indicated as confidential is not disclosed as public nature or comes from a public domain without incurring in any type of breach by an obligation of confidentiality with respect to STARTUPXPLORE shall be considered confidential. This implies that it may not be disclosed without the express written consent of STARTUPXPLORE.
11. Applicable law and jurisdiction
The terms and the use of the WEBSITE shall be governed and construed in accordance with the Laws of Spain, and to any dispute arising from the use of this Service, the Parties submit to the jurisdiction of the courts of the city of Valencia.
