MEMBERSHIP AGREEMENT

Membership Agreement with Investor

 

This Membership Agreement (the "Agreement") is made between:

 

A. GoldSeed Capital Srl, a company incorporated in Romania with its registered address at Bucharest, Calea Mosilor no.158, 2nd Floor (“GoldSeed.Capital”, “us”, “we” or “our”); and

 

B. You, as the user of the Platform (as defined herein) who has indicated an intention to act as an Investor who invest in Offers (as defined below) (“you”, or “your”).

 

1. Introduction

 

This Agreement sets out the terms and relationship between GoldSeed.Capital and you. Please read this Agreement carefully, and we strongly advise you to keep a printed or electronically stored copy of this Agreement for your future reference.

 

2. Definitions and Interpretation

 

2.1 The definitions and rules of interpretation in this Clause apply in this Agreement.

 

Campaign means an offer published on the platform by an Issuer;

 

Closing Date means the date set by the Issuer Member as the last date on which an Offer is open for applications to subscribe for the Investment Securities which are the subject of the Offer;

 

Committed Funds means the amount of Investment Funds you have committed via the Platform to be used for subscription of Investment Securities to be issued by the Issuer Member in relation to the Offer;

 

Completion has the meaning ascribed to it in Clause 7.9a;

 

Confidential Information has the meaning ascribed to it in Clause 22.1;

 

Cooling-Off Period has the meaning ascribed to it in Clause 7.8;

 

Disclaimer means the disclaimer available in Terms of Use page, as may be amended or modified by GoldSeed.Capital from time to time;

 

Equity Securities means stocks, shares and any other forms of equity securities;

 

Foreign Investors means Investor Members who are accessing the Platform from a jurisdiction outside Romania;

 

General Member has the meaning ascribed to it in Clause 4.1;

 

Investment Amount has the meaning ascribed to it in Clause 7.7b;

 

Investment Funds means the total amount of funds invested by you for the purposes of subscribing for Investment Securities to be issued by Issuer Members registered with the Platform;

 

Investment Securities means such Debt Securities or Equity Securities issued or to be issued by an Issuer Member in connection with the Offer that you are subscribing or have subscribed for;

 

Investor Member has the meaning ascribed to it in Clause 4.1;

 

Issuer Member means a Member who intends to make Offer(s) on the Platform in accordance with the terms and conditions of the Issuer Membership Agreement;

 

Issuer Membership Agreement means the agreement entered into by a Member and GoldSeed.Capital to record the arrangements in relation to his membership as an Issuer Member on the Platform;

 

Member means a person whose membership on the Platform has been approved by GoldSeed.Capital and has not been terminated and/or suspended in accordance with this Agreement, and includes all General Members, Investor Members and Issuer Members;

 

Platform Agreements means Terms of Use, Privacy Notice, Disclaimer, Risk Warnings and this Membership Agreement;

 

Privacy Notice means the privacy notice available in Privacy Policy page, as may be amended or modified by GoldSeed.Capital from time to time;

 

Risk Warning means the risk warning available Risk Warnings page, as may be amended or modified by GoldSeed.Capital from time to time;

 

Target Offer Amount means the minimum subscription amount for a particular Offer made via the Platform;

 

Terms and Conditions for the Application means the Terms and Conditions for the Application to subscribe for Securities, entered or to be entered into between an Issuer Member and you in relation to an Offer made via the Platform;

 

Terms of Use means the terms and conditions available Term of Use page, as may be amended or modified by GoldSeed.Capital from time to time;

 

Trust Account has the meaning ascribed to it in Clause 7.5a;

 

Website means the website currently hosted at the domain - GoldSeed.Capital.com and all pages at sub-domains thereof; and

 

2.2 In this Agreement, unless the context otherwise requires:

 

A. unless the context requires otherwise, words in the singular include the plural and vice versa, and use of the masculine includes the feminine and neuter and vice versa;

 

B. references to a person shall be construed as including references to an individual, firm, company, corporation, unincorporated body of person or any State or any agency thereof;

 

C. references to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re- enacted whether before or after the date of your entry into this Agreement;

 

D. headings are for convenience of reference only and shall not affect the interpretation of this Agreement;

 

E. the word "including" or "includes" is not exclusive, so it should be read as if followed by the words "without limitation";

 

F. references to “Clause” means a clause of this Agreement unless otherwise stated;

 

G. any use of the terms "you must", "you shall", "you may only", "you may not" or similar terms means that, in executing this Agreement, you expressly agree to be bound by whatever action or commitment such terms reference; and

 

H. references to times of day are to Romania time and references to a day are to a period of 24 hours running from midnight on the previous day.

 

3. This Agreement

 

3.1 Status. This Agreement is a binding contract between you and us, and it sets out your and our rights and obligations with respect to your membership with this Platform and your use of the Platform. In executing this Agreement, you are indicating that you agree to adhere to, and be bound by, all of its terms.

 

3.2 Relationship to Other Agreements. The information and terms of this Agreement are not exhaustive and there are other sources of information relating to these processes which can be found in other documents on the Platform. In particular, by using the Platform, you shall be deemed to have agreed to the Platform Agreements. The terms of this Agreement will prevail over the terms of any agreement to which you agreed before this Agreement (including Platform Agreements which may change from time to time).

 

3.3 Amendments. We may choose to amend this Agreement from time to time. If we choose to amend the Agreement in a manner that affects any of your substantive rights, we will promptly notify you of the amendment. Such notification may occur by email, by notice to you when you log onto the Platform or by other means. If we provide you such notice and you do not object to an amendment by the means given in the notice prior to the amendment taking effect, you shall be deemed to have agreed to the amendment. If you object to an amendment, such amendment will not be effective with respect to you, but your rejection shall be deemed to constitute your notice of termination of your membership in accordance with Clause 12.1.

 

3.4 Purpose. Part of the purpose of this Agreement is to meet legal obligations imposed on us under the relevant legislation and under the terms and conditions of the equity crowdfunding registration which has approved by the SC, and also to inform you of various processes in relation to the investment through the Platform.

 

4. Eligibility for General Membership and Investor Membership

 

4.1 Joining as a General Member. 

 

a. To become a General Member of the Platform, you need to fill in the registration form in the Signup (insert hyperlink) or Join Us (insert hyperlink) section(s), and give your name, username and email address and select a password. In so doing you also need to agree to accept all the terms in the Platform Agreements. You will then be treated by us as a Member and you will be given restricted access to the Platform and you will not have right to make investment via the Platform. That means that you will only be given restricted right to review certain details of the current Offers.

 

b. An individual member has to be a natural person who is 18 years old or above.

 

c. You are allowed to create multiple membership types per account. However, you are not allowed to create multiple accounts for a single membership type using different email addresses of other identifying information.

 

d. You must treat your username and password used for this Platform as confidential, and you must not disclose it to any third party.

 

4.2 Joining as an Investor Member.

 

a. As an Investor Member, you:

 

(i). represent and warrant to GoldSeed.Capital that you are an Institutional Investor or an Accredited Investor as at the date of your joining as an Investor Member and as at every time you log onto this Platform and access the Investor Member Dashboard; and

 

(ii). you acknowledge and agree that the information on the Offers made via this Platform are or will be provided to you on a confidential basis and you undertake to GoldSeed.Capital that you will not, directly or indirectly, forward, distribute, circulate, reproduce, transmit or otherwise disclose such information to any other person.

 

b. In order to join as an Investor Member under the Platform, you must do the following:

 

(i). accept all the terms in the Platform Agreements by clicking the box which is displayed on the Registration page to agree to the Term of Use, Privacy Policy and Membership Agreement;

 

(ii). complete and provide any information and/or documents required by us, to our satisfaction. By doing so, you will need to provide certain personal information about yourself for us to verify your eligibility. Without limiting the generality of the foregoing, the information and/or documents which you will need to give us during the registration process for being an Investor Member include, but are not limited to, the following:

 

c. We reserve the right to request for further information and documents which are relevant for the use and services of the Platform from you from time to time. Your information and documents provided pursuant to Clause 4.3b are subject to our internal assessment of your status and we shall retain sole and absolute discretion as to your classification as an Accredited Investor or an Institutional Investor (as the case may be). We shall not be required to provide any reason or explanation as to our decision in each case.

 

d. Notwithstanding the above, the decision whether to authorise you to act as an Investor Member of the Platform is entirely ours and the decision may be made by us for any reason or for no reason whatsoever. We will not be liable to you for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs arising from our decision not to authorise or permit you to be an Investor Member of the Platform.

 

4.3 Foreign Investors.

 

a. All Offers launched through the Platform are made within Romania or another european country and such Offers are not and will not be made in or accompanied by a prospectus that is or will be registered by the Authority.

 

b. You acknowledge and agree that (a) nothing on the Platform constitutes or will constitute an offer, solicitation or invitation to subscribe for Securities in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation; and (b) no action has been or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory requirements of any jurisdiction in order to permit a public offering of Securities. The accessibility and usage of the Platform, the viewing of Offers accessible on the Platform, and the application and subscription for and/or acquisition of Securities that are the subject of an Offer made via the Platform in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. If you are a Foreign Investors who intends to access and use the Platform, view Offers accessible on the Platform and apply and subscribe for Securities that are the subject of such Offers, you covenant and agree that you will inform yourself about, and observe and comply with, any such restrictions at your own expense and without liability to us.

 

c. You further acknowledge and agree that nothing on the Platform constitutes or will constitute an offer of securities for sale in the United States and no Securities that are the subject of an offer made via the Platform have been or will be offered or sold within the United States, except in certain transactions exempt from, or not subject to, the registration requirements under the US Securities Act. Accordingly, any offers of securities for sale made via the Platform are being or will be offered to you outside the United States in offshore transactions (within the meaning of Regulation S) in reliance on Regulation S and no such Securities may be offered, resold, pledged or transferred within the United States absent registration under the US Securities Act or pursuant to an exemption therefrom, in each case in accordance with any applicable state or other securities laws in the United States. As a General Member or Investor Member (as the case may be) you hereby represent, warrant, covenant to and agree with GoldSeed.Capital that:

 

(i). you are authorised to access and use the Platform, view Offers that are accessible on the Platform, and consummate the application and subscription for and/or acquisition of Investment Securities that are the subject of such Offers in compliance with all applicable laws and regulations, including those of Romania;

 

(ii). you are not a US person (within the meaning of Regulation S) or located in the United States;

 

(iii). you will be applying and subscribing for Investment Securities that are the subject of an Offer made via the Platform in an “offshore transaction” as defined in Regulation S;

 

(iv). you will comply with the securities laws of the United States and other jurisdictions in connection with the disposal of any Investment Securities that are the subject of an Offer made via the Platform; and

 

(v). we will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and you agree that if any such acknowledgments, representations or agreements are no longer accurate, you will promptly notify us.

 

The representations, warrants, covenants and agreements in this Clause 4.4 shall be repeated each time you access the Platform.

 

4.4 Obligations of Investor Members. By accessing and using the Platform, viewing Offers that are made via the Platform, or applying and subscribing for Investment Securities that are the subject of such Offers (whether from within or outside Romania), you are deemed to be representing and warranting to us on each such occasion, that you are doing so in compliance with all applicable laws, and all information provided by you is true and accurate in all respects, not misleading, and up-to-date, and you shall be liable for (and shall indemnify) all costs or losses suffered by us and our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates as a result of any such non-compliance or alleged non-compliance. You further agree that each of our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates shall have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce and rely on this Clause.

 

4.5 Change of Information. You agree to notify us in writing immediately should any of the details which you have provided to us change. This is particularly important for any change in email address, as email is the principal medium of communication from GoldSeed.Capital to you.

 

4.6 Ceasing to be Eligible. You must inform us as soon as reasonably practicable if you cease to be eligible to be a General Member or an Investor Member (as the case may be). If that happens, your membership will be suspended in accordance with Clause 12.3. If you subsequently become eligible to be a General Member or an Investor Member and inform us of this, your membership may, at our sole discretion, be reinstated. You further covenant and agree that if any event occurs or circumstance arises that causes any statement in the answers you provided in the “Registration” section of the Website, as well as the supporting documents you provided to us to become untrue or misleading in any respect, then prior to investing in an Offer made via the Platform, you will inform us of such particulars, and we may, in our sole discretion, decide whether your membership should be suspended in accordance with Clause 12.3.

 

5. Our Relationship with You

 

5.1 Investor Membership.

 

a. Upon execution of this Agreement and providing the required supporting documentation in accordance with Clause 4.3, you will become an Investor Member under the Platform, and you will remain an Investor Member until and unless your membership as an Investor Member or a General Member is terminated or suspended in accordance with Clauses 4.7 and 12.3.

 

b. In becoming an Investor Member, you confirm that we have not solicited for your membership or your investment in Offers available on the Platform and that you have visited this Platform of your own volition.

 

c. All Offers are not and will not be accompanied by an advertisement making an Offer or calling attention to the Offer or intended Offer. If you are in receipt of information other than factual information on an Offer (whether on the Platform or otherwise), you should immediately delete it and you shall not take such information into consideration in determining whether to apply and subscribe for Investment Securities which are the subject of such Offer.

 

5.2 No Advice. We are not licensed and regulated as a financial adviser and we don't conduct regulated activity of advising on corporate finance. We do not provide advice with respect to any aspect of transactions conducted through the Platform (including Offers), other than advice on the technical use of the Platform. This means, among other things, that we cannot and will not be providing you with any investment, legal, financial, taxation or other advice in connection with your membership or any investments you make pursuant to Offers made via the Platform, and nothing on the Platform or in any communications we send to you is intended to constitute such advice. You further agree that the information, material and services made accessible on the Platform is not a substitute for the exercise of your independent judgment and expertise and you acknowledge that prior to subscribing for any Investment Securities, you have read and considered all terms of the relevant Offer and have satisfied yourself concerning an investment in the Offer. If you are in any doubt as to the action that you should take, you should consult your own legal, financial, tax or other professional adviser.

 

5.3 Location of Activities. In executing this Agreement, you agree that all of the activities that we conduct with you take place within Romania, regardless of where you may be physically located at the time you use the Platform or otherwise engage with us. This means that you agree that our activities are subject only to the laws of Romania and not to the laws of any other country in which you may be physically present at any given time, and therefore that any redress you may seek from us in any circumstances must be sought under Romania law. Notwithstanding the foregoing, you agree to comply with all relevant laws and regulations that may apply to your use of this Platform in any jurisdiction in which you may be located.

 

6. The Platform

 

6.1 Interactions with GoldSeed.Capital. While your interactions with us and with other Members under the Platform will take place almost entirely through the Platform, we may interact with you via email, telephone or in person, at the address or contact number(s) you provide at the "Registration" section of the Website.

 

6.2 Interactions with Other Members. You are solely responsible for your interactions with other Members through the Platform or through any other means. In your interactions with other Members through the Platform, you undertake that you will not, directly or indirectly (a) forward, distribute, circulate, reproduce, transmit or otherwise disclose information on the Offers made via the Platform to any other person, (b) advertise an Offer or call the attention to an Offer or intended Offer, or (c) provide advice and/or opinions on Offers to other Members. We reserve the right, but are not obliged, to monitor actions and disputes between you and other Members.

 

6.3 Enquiries and Complaints. Should you have any enquiries or wish to lodge any complaint, please contact hello@goldseed.capital. All enquiries/ complaints will be handled by our designated officers.

 

7. The Investment Process

 

7.1 Offers. If you become an Investor Member, upon logging onto the Platform you will be able to view the companies available for investment. You will initially see summary information about the Issuers that are currently seeking capital through the Platform, and we refer to this information as the "Offer Summary". You can click through any Offer Summary to see additional information about the Issuer, which we refer to as the “Offer Details” The Offer Details is the information upon which you will make an investment decision with respect to the Issuer. All Offers (including an Offer Summary and an Offer Details) on the Platform are created by the Issuer.

 

7.2 Our Review and Approval. We have reviewed every Offer that you see on the Platform but we can not confirm its contents as of a specified date as a financial promotion. You should note that in the case of factual statements, the information is provided by the Issuer and while we take reasonable care in our review we do not audit it, which means that we may not be able to, and will not be liable if we fail to, identify forged or altered evidence or information or deliberately misleading or inaccurate statements (other than by reason of our wilful default or fraud). You should further note that in the case of aspirational statements or statements of opinion or belief, the nature of early-stage companies is such that they are likely to have high ambitions, and we may approve statements that convey those ambitions even where we do not have a view on whether it is likely that they will be fully realised, and approval does not convey a belief on our part that it is likely that they will be fully realised.

 

7.3 No Recommendation, No Reliance on Other Information. Our approval of an Offer, as described in Clause 7.2, does not mean that we are recommending that you make an investment in the Issuer, that we believe the Issuer is likely to be successful or that we take any responsibility or will in any way be liable to you if the Issuer is not successful. The investment decision with respect to any investment through the Platform is yours and yours alone. Other than what is contained in the Offer, we have not reviewed or approved any information about the Issuer, including any information discussed in the Q&A section that accompanies an Issuer’s Offer or on websites that are linked to from the Offer (such as, without limitation, the website for the Issuer or the social media profiles of entrepreneurs or of the Issuer itself), and you may not rely on any such information in making your investment decision.

 

7.4 Confidentiality and Appropriate Use of Offers. Offers are presented on the Platform in order for you to make your investment decisions and not for any other purpose. You may not use it in any way (a) to compete with or otherwise impede the success of the relevant company; or (b) to solicit employees, customers or suppliers of the companies, and if you do so we may bring an action against you for any damage you have caused to our reputation, to our business or otherwise.

 

7.5 Issuer. The issuer is required to be a private limited company. As Investor Members are numerous, all Investor Members who are investing in an Issuer will be (a) the direct shareholder or partner (as the case may be) of the Issuer; (b) the shareholder of an investment holding company/vehicle/entity which holds shares/ interests in the Issuer; or (c) the indirect shareholder through any other nominee or trust structure, which are decided by the Issuer and/or GoldSeed.Capital as being appropriate in the circumstances.

 

7.6 Selecting Investments. After reviewing an Offer, you may choose to make an investment in the Issuer by clicking on the appropriate button and you will be asked to indicate how much you would like to invest. The payment for your investment shall be done only after you will be informed by GoldSeed.Capital about the total investment amount, operational fees and the Share Capital Account of the new SPV. If the Investor fails to proceed with the investment (including by refusing to sign certain documents or by breaching any obligations related to the implementation of the investment), the Investor will be obliged to pay to GoldSeed.Capital an amount of EUR 1,000 as penalty, in addition to other remedies available to GoldSeed.Capital or the SPV. The penalty amount will be paid by the Investor within three (3) calendar days from such notice given by GoldSeed.Capital.

 

7.7 Payment Arrangement. Only payments made by online banking are accepted. Your investment funds will be transferred directly into the Share Capital Account of the new SPV after the successful completion of the Offer.

 

7.8 Cooling-off Period. The cooling-off period is 5 business days from the day you make the investment commitment on the platform. During the cooling-off period, (a) you are allowed to withdraw the investment directly from your dashboard section; and (b) the Issuer is allowed to reject the investment and the investment funds from you as well.

 

7.9 Material Adverse Changes. The following will constitute a Material Adverse Change:

 

a. the discovery of a false or misleading statement in the disclosure document in relation to the Offer;

 

b. the discovery of a material omission of information required to be included in the disclosure document;

 

c. there is a material change or development in the circumstances relating to the Offer and the Issuer; or

 

d. revision of valuation during or after close of the Offer period but before confirmation of success of fund raising and funds are transferred to the Issuer.

 

In the event of a Material Adverse Change, the Investors will be given an opt-out option within 14 calendar days from the day that the Investor receives email notification from us of the event of Material Adverse Change. In the event the 14th calendar day lands on a weekend or a public holiday, the opt-out option will last until the end of business (5pm UTC + 2) of the first following business day in Romania.

 

If the Material Adverse Change (a) happens less than 14 calendar days before the expiry date of the Offer period; or (b) happens after the closing of the Offer period but before the our decision whether to continue with the fund raising, confirmation of success of fund raising and funds are transferred to the Issuer (as the case may be, which we will determine at our discretion), the participating Investors will be immediately notified and the Offer period will be extended by 14 calendar days in the case of (a); and our decision whether to continue with the fund raising, the confirmation of success of fund raising and funds transfer to the Issuer (as the case may be, which we will determine at our discretion) will be delayed for a further 14 calendar days from the date of notification in case of (b). In the event we decide not to proceed with the fund raising, your investments will be refunded in accordance with Clause 7.7(b).

 

7.10 The Completion. The Completion will take place only after the following conditions have been satisfied:

 

a. all the transfers of funds have been verified by us;

 

b. Offer target has been achieved before/ upon the expiry of the Offer period;

 

c. there is no ongoing Material Adverse Change

 

d. the Issuer has completed all required due diligence activities; and

 

e. the 5 business days Cooling-off Period of all the Investors have expired.

 

7.11 Execution and Commitment. Upon Completion, the final step for your investment will be to become a direct shareholder in the Issuer, a shareholder of an investment holding company/vehicle/entity which holds shares/ interests in the Issuer or an indirect shareholder through a nominee or trust arrangement (as the case may be). We will provide you with written documents for completion (for example, the Articles of Association of the Issuer, share certificate, shareholders agreement, limited liability partnership agreement, nominee agreement or such document which reflects the nature of your shareholdings/ interest in the Issuer) for your record through the means provided on the Platform.

 

Upon Completion, your relationship with the Issuer, other Investor Members, and the board of directors (if relevant), will be regulated by the Articles of Association of the Issuer, the shareholders’ agreement, limited liability partnership agreement, nominee agreement or such other document which reflects the nature of your shareholdings/interest in the Issuer.

 

7.12 Multiple Investments. Maintenance of the investment limit as described in the table set out in Clause 4.2 is the sole responsibility of the Investor Member.

 

Subject to the investment limit, you may invest multiple times in the same business if you so choose. In order to do so, you will need to repeat the process described above.

 

8. Risk Warnings

 

You hereby confirm that you have read and understood the Risk Warnings and are fully aware of and accept the risks set out in the Risk Warnings page. The confirmation above shall be deemed to be repeated as of each time you view an Offer made via the Platform. You further acknowledge and confirm that (a) the risks of investing in companies with little or no track record is high, (b) you may not be able to receive any return (in the form of among others, dividends or interests) on your investments or exit your investments within a reasonable time, and (c) you are prepared to lose all your investment pursuant to Offers made via the Platform.

 

9. Taxation

 

Payment of all taxes is entirely your responsibility, and save as required by Romania law we will not deduct or withhold any taxes for you or provide you with any statements or information with respect to your tax liability.

 

10. Our Fees applicable to Investor Members and Currency Conversion Rate

 

10.1 Fees We Charge You. As an investor, in addition to the amount directly invested in the offer, you must pay an operational fee for incorporate the new company and external accounting services for the first year of operation of the new SPV. The total costs (operational fee) incurred by each investor will not exceed the value of 100 Euro.

 

10.2 Our Policy. We reserve the right to amend the fee schedule available at GoldSeed.Capital.com and its contents at any time. In the event of a materially new service or product line, we will inform you through the Platform or by email.

 

10.3 Currency Conversion Rate. Any fund, payment or fee made or paid to us in a currency other than Euro will be converted to Euro at whichever is the prevailing exchange rate that we decide at our sole discretion on the actual date of conversion. Any fund, payment or fee required to be refunded or paid to you in a currency other than Euro will be converted to such currency at whichever is the prevailing exchange rate that we decide at our sole discretion on the actual date of conversion. You may accordingly suffer exchange losses in the event of adverse fluctuations in the exchange rates.

 

11. Acting as an Issuer

 

Acting as an Investor Member does not preclude you from also acting as an Issuer Member, either contemporaneously or at a different time. In the event that you choose to act both as an Investor Member and as an Issuer Member, the provisions of this Agreement apply to you to the extent that you are acting as an Investor Member, and the provisions of the Issuer Membership Agreement will apply to you to the extent that you are acting as an Issuer Member.

 

12. Termination of Membership

 

12.1 Termination by You. If you no longer wish to be a Member of the Platform, you may terminate your membership at any time by notifying us pursuant to the notification process set forth in Clause 21.

 

12.2 Termination by Us. We may terminate your membership at any time and for any reason or for no reason whatsoever by notifying you pursuant to the notification process set forth in Clause 21. Without limiting the generality of the foregoing, matters of concern include the following:

 

a. where there is doubt that you are aged 18 years or above or about your identity or place of residence;

 

b. where information supplied by you to us may not be correct or has not been able to be verified; or

 

c. concerns in relation to anti-money laundering rules (including the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities).

 

12.3 Suspension. If you send us information pursuant to Clause 4.6 that states or leads us to believe that you are no longer eligible to be a member of this Platform, we may suspend your membership until we determine that you are again eligible to be a member of the Platform.

 

12.4 Death or dissolution. If we receive proof of your death or dissolution that is satisfactory to us, we will terminate your membership immediately.

 

13. Termination of Platform Access and Agreement

 

13.1 Termination upon Notice.

 

a. If your membership is terminated pursuant to Clause 12.1, your access to the Platform may be terminated at such time determined by us. You will no longer be able to make investments in Offers made via the Platform, and we will not be liable to you for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs arising from such termination.

 

b. If your membership is terminated pursuant to Clauses 12.2 or 12.4, or it is suspended pursuant to Clause 12.3, your access to the Platform shall be terminated or suspended (as the case may be) at such time determined by us. You will no longer be able to make investments in Offers made via the Platform, and we will not be liable to you for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs arising from such termination or suspension.

 

13.2 Termination for Cause. We may at any time terminate your membership and access to the Platform even if you have investment funds in the Trust Account and/or still have investments in Investment Securities that are the subject of Offers made via the Platform. These circumstances may include your using of the Platform in any way (a) that causes, or is likely to cause, the Platform or access to it to be interrupted or damaged in any way, (b) for fraudulent purposes, or in connection with a criminal offence, (c) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing, is otherwise injurious to third parties or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam, (d) to cause annoyance, inconvenience or needless anxiety, (e) which gives rise or may give rise to criminal or other liability on our part, or (f) that causes, or is likely to cause, a breach of any applicable law or regulation. Upon a termination pursuant to this Clause, you will no longer be able to make investments in Offers made via the Platform, and we will not be liable to you for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs arising from such termination.

 

13.2 Termination for Malfeasance. Notwithstanding Clause 13.1, there are circumstances in which we may terminate your access to the Platform even if you still have investments under the Platform. These circumstances may include your using the Platform in anyway (a) that causes, or is likely to cause, the Platform or access to it to be interrupted or damaged in anyway, (b) for fraudulent purposes, or in connection with a criminal offence, (c) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing, is otherwise injurious to third parties or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam or (d) to cause annoyance, inconvenience or needless anxiety or (e) which gives rise or may give rise to criminal or other liability on our part. If we terminated your access to the Platform pursuant to this Clause and you still have an investment via the Platform, we will follow the process set forth in the relevant Articles of Association of the respective Issuer with respect to how that investment is handled.

 

14. Communication and Information and Privacy Notice

 

14.1 Privacy Policy. You agree to the terms of our Privacy Notice and you consent to the collection, use and/or disclosure of your personal data for the purposes stated in the Privacy Notice. In addition, you also agree that we can disclose your personal data to any Issuer Member in which you have invested or agreed to invest through the Platform and other parties as set out in our Privacy Notice. As set out in our Privacy Notice, we may from time to time need to disclose personal data about you to government agencies, including the Authority.

 

14.2 Information on the Platform. In addition to the information set forth in each Offer, we may provide on the Platform information about investing in or operating early-stage businesses generally or other matters that we believe may be relevant or of interest to you. We refer to this as “additional information”. None of the additional information, including information about historical returns, can be relied on as a guarantee or indication of any particular result and the additional information does not constitute any form of advice, recommendation or endorsement by us. We cannot assure you that any additional information is complete, accurate, and up-to-date or error free and we will not be liable to you for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs if it is not. To the extent that any additional information constitutes links to third-party websites or third-party contact details, we expressly disclaim any responsibility for the availability or accuracy of such websites or contact details or the act of such third parties.

 

14.3 Communications about Platform Activity. From time to time, in accordance with our Privacy Notice, we may send you emails with information about activity on the Platform, including (if you are an Investor Member) factual information relating to new Offers and the progress of existing ones. Any emails we send you about activities on the Platform do not constitute advice or a recommendation to invest. From time to time we may also send you emails with respect to your membership, our business, this Agreement or other matters that we reasonably believe are relevant to you. We will do our best to ensure that these emails are relatively infrequent, but we may send you such emails at our discretion.

 

15. Records

 

15.1 Period of Retention. We will retain the records relevant to your membership and any activity you conduct on the Platform for a minimum period of 5 years. This period may be extended or reduced by force of law or regulatory requirement, although personal data records will be retained by us only in accordance with law.

 

15.2 No Request for Deletion. You will not be able to request the destruction or deletion of any of the records relevant to your membership and any activity you conducted on the Platform unless we are required to destroy or delete them by force of law or other regulatory requirement.

 

15.3 Conclusive Evidence. The records of the Platform kept by us shall be conclusive evidence of the facts and matters they purport to record.

 

16. Conflicts of Interest.

 

We do our best to ensure that our interests do not conflict with yours. Nevertheless, as a platform provider we are not your representative or agent, and at times our interests may conflict with yours. If a conflict of interests occurs, we are required to ensure that they are resolved fairly and equitably. As an Investor Member, you should note that our employees may choose to make investments, through the platform or otherwise, in businesses that seek capital through the Platform, and although the incentives relevant to such investments are likely to be aligned with your incentives, they may not be perfectly aligned.

 

17. Our Ceasing to Trade

 

We will notify you as soon as possible after we have taken a decision to cease to trade, and at that stage all active Offers will be terminated and the Funds Trustee will return your remaining Investment Funds in the Trust Account to your nominated account, without any right or claim against us and we will not be liable to you for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs arising from our ceasing to trade. If at such time you hold Securities in Issuer Members that have been acquired through Offers made via the Platform, any right in relation to a sale of your Securities will depend on the terms and conditions of the Securities and agreements you had entered into with the Issuer Member in relation to the subscription and/or acquisition of such Securities and/or the constitution (or equivalent constitutive documents) of the Issuer Member.

 

18. Liability

 

18.1 Your Liability to us. You shall be liable and agree to indemnify us and our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates, and hold us harmless, for any loss, liabilities, expenses, claims, costs, charges, actions, demands or damage incurred arising from or as a result of (a) your failure to comply with this Agreement, any other agreement which you have entered into with us, or any of your obligations in relation to an investment in an Offer or (b) any breach of representation, warranty, covenant acknowledgement or agreement by you under this Agreement or any other agreement which you have entered into with us, or (c) any fraud, gross negligence, wilful act or omission by you in the use of the Platform, or (d) the performance by us of our obligations in accordance with the terms of this Agreement. You further agree that each of our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates shall have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce and rely on this Clause.

 

Notwithstanding the foregoing, we shall not be liable to you for any direct or indirect loss (including loss of profits, business or opportunities), damages or costs in respect of any matter for which liability is expressly excluded under this Agreement or any Platform Agreements, or arising out of or in connection with any error, inaccuracy, misstatement, and/or omission in the information and/or data provided by you or another Member or any fraud, gross negligence, wilful act or omission or any other actions of you or another Member.

 

We shall not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, loss of wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.

 

Without prejudice to the exclusions or limitations of liabilities in the rest of this Clause 18.2, our liability to you for any loss or damage arising in connection with your investment in a particular business shall be limited to 100 Euro.

 

18.2 Our Liability to You. We shall be liable to you for any loss or damage which you may suffer as a result of being a Member under this Platform or using the Platform only to the extent that such loss or damage arises from our breach of this Agreement or was the direct result of wilful default or fraud by us.

 

Notwithstanding the foregoing, we shall not be liable to you for any direct or indirect loss (including loss of profits, business or opportunities), damages or costs in respect of any matter for which liability is expressly excluded under this Agreement or any Platform Agreements, or arising out of or in connection with any error, inaccuracy, misstatement, and/or omission in the information and/or data provided by you or another Member or any fraud, gross negligence, wilful act or omission or any other actions of you or another Member.

 

We shall not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, loss of wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.

 

Without prejudice to the exclusions or limitations of liabilities in the rest of this Clause 18.2, our liability to you for any loss or damage arising in connection with your investment in a particular business shall be limited to 100 Euro.

 

18.3 Nothing in this Agreement shall limit any liability the exclusion or limitation of which is not permitted by the applicable law or regulation.

 

19. Assignment, Transfer and Delegation

 

19.1 Assignment, Novation, Transfer and Delegation by Us. We may assign, novate, transfer or delegate any or all of our obligations or rights under this Agreement to any person, provided that (a) the approval of the Authority (if required) has been obtained or the notification to the Authority (if required) has been made, and (b) we are satisfied that such person is competent to perform or exercise the obligations or rights so delegated. You confirm, acknowledge and agree that we may provide information about you and your activities on the Platform to any person to whom we assign, transfer or delegate our obligations or rights.

 

19.2 Assignment, Novation, Your membership under this Platform is personal to you, and therefore none of your obligations or rights in connection with your membership or your activities on the Platform can be assigned, novated, transferred or delegated to any other person, unless otherwise provided in this Agreement and other agreements you have entered with us or with prior written consent from us. Any attempt to, transfer, assign or delegate any of your rights or obligations in contravention of this Clause 19.2 shall be null and void.

 

20. General Terms

 

20.1 No Partnership or Agency. Neither this Agreement nor any of the Platform Agreements shall not be construed so as to (a) create a partnership or joint venture between you and us, (b) constitute you and us as agents or fiduciaries of one another, and/or (c) create any principal or agency relationship between you and us in respect of, or in connection with, any Offers made by Issuer Members to Investor Members and/or any Investment Securities issued by Issuer Members to the Investor Members. Furthermore, you acknowledge and agree that you will not claim that we have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to you and that we do not assume any duties or obligations other than those expressly set forth in this Agreement.

 

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

 

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

 

20.4 Entire Agreement. This Agreement and the Platform Agreements constitutes the entire agreement between you and us in relation to your membership as a General Member and/or an Investor Member, and supersedes and replaces all previous agreements and understandings between you and us, with respect to the matters set for therein. You and we acknowledge that, in entering into this Agreement and the Platform Agreements, neither of us are relying on, and shall have no remedies in respect of, any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Agreement and the Platform Agreements.

 

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

 

20.6 Costs. Save as otherwise expressly provided in this Agreement, each party to this Agreement shall bear its own legal, professional and other costs and expenses incurred by it in connection with the preparation, negotiation and execution of this Agreement and any associated documentation.

 

20.7 Survival. Clauses 20 and 22 and all disclaimers, indemnities and exclusions in this Agreement shall survive termination of the Agreement for any reason.

 

20.8 Time of Essence. Time shall be of the essence in relation to all matters arising under or pursuant to this Agreement.

 

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

 

20.10 Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of Romania. The Courts of Romania shall have exclusive jurisdiction over any such claim, although we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other relevant country. You irrevocably waive any right that you may have to object to an action being brought in the Courts of Romania, to claim that the action has been brought in an inconvenient forum, or to claim that the Courts of Romania do not have jurisdiction.

 

20.11 Third Party Rights.

 

a. Save in respect of Clauses 4.5 and 18.1 which are enforceable by our employees, directors, officers, representatives, agents, advisers, subsidiaries, shareholders and affiliates, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act to enforce any term of this Agreement.

 

b. Notwithstanding any term of this Agreement, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of this Agreement.

 

20.12 Execution. This Agreement shall be deemed duly executed and the terms relating to General Members and/or Investor Members (as the case may be) shall be effective and binding upon you and us when you assent to it via the means provided on the Platform (by clicking on the “Register Account” button from Registration section of the platform).

 

21. Notices

 

21.1 Notices from You to Us. Any notice from you to us in respect of this Agreement, your membership or your activities on the Platform shall be given by email to hello@goldseed.capital, except where this Agreement or another Platform Agreement that you execute sets forth alternate means by which you must give us notice.

 

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

 

21.3 Receipt of Notices. Notices given pursuant to this Clause 21 through the platform or by email shall be deemed received by the recipient upon despatch. Notices given pursuant to this Clause 21 by post or courier shall be deemed received by the recipient 2 Business Days after despatch. In the event that you give us notice by means other than those set forth in Clause 21.1 and we in fact receive it, we may, but are not required to, choose to deem the notice received upon our actual receipt of it.

 

21.4 Language of Notices. All notices given under this Agreement shall be in the English language.

 

22. Confidentiality

 

22.1 Confidential Information. We and you shall at all times keep confidential (and to procure that our or your (as the case may be) respective directors, officers, employees, agents and advisers keep confidential) any confidential information relating to this Agreement and/or all other documents relating to or in connection with this Agreement, documents concerning or relating in any way whatsoever to trade secrets or confidential operations of either you or us, any information concerning the business, affairs, organisation, finances or transactions of either you or us, yours or our dealings, secret or confidential carried on or used by information which relates to intellectual property rights, documentation, manuals, prototypes or parts thereof, information which relates to yours or our clients' transactions or affairs, customer lists and all other information contained therein (the “Confidential Information”) and shall not disclose such information to any other party without the prior written consent of the other parties, save and except:

 

a. We and you shall at all times keep confidential (and to procure that our or your (as the case may be) respective directors, officers, employees, agents and advisers keep confidential) any confidential information relating to this Agreement and/or all other documents relating to or in connection with this Agreement, documents concerning or relating in any way whatsoever to trade secrets or confidential operations of either you or us, any information concerning the business, affairs, organisation, finances or transactions of either you or us, yours or our dealings, secret or confidential carried on or used by information which relates to intellectual property rights, documentation, manuals, prototypes or parts thereof, information which relates to yours or our clients' transactions or affairs, customer lists and all other information contained therein (the “Confidential Information”) and shall not disclose such information to any other party without the prior written consent of the other parties, save and except:

 

b. in accordance with this Agreement;

 

c. to our or your legal and financial advisers and employees, provided that such advisers and employees are under an obligation of confidentiality at least similar to that provided hereunder; or

 

d. otherwise by or on behalf of any party as may be required by any law or regulatory authority. 22.2 This Clause 22 shall survive termination of this Agreement for any reason.

 

23. Anti-money Laundering

 

23.1 You hereby warrant and undertake that you are not and have not been engaged, directly or indirectly, in any transaction that involves proceeds of any unlawful activity, sanctioned persons or entities, money laundering or financing of terrorist activities.

 

Last Update: 02.09.2020