Terms

Introduction

Grow VC International Limited (“GROW VC”), through its web site www.growvc.com (the “Web Site”), is providing a meeting place platform for entrepreneurs of early stage ventures (each an “Entrepreneur”) and private accredited investors (each a “Funder”); the platform and the services provided by GROW VC on its Web Site are referred to herein as the “Services”.

Acceptance

By accessing the Web Site, you agree to abide by the Terms set forth herein. If you do not agree to abide by these Terms do not use the Web Site. These Terms apply to every participant, whether they are natural persons or legal entities. The participant declares his/her consent with these Terms [by checking the "I have read and accept the Terms and Conditions" box when establishing their user account]. Each user is only permitted to register once under their postal address (residence).

Amendments

GROW VC reserves the right, at its sole discretion, to modify, add or remove any portion of the Web Site or these Terms, in whole or in part, at any time. Changes will be effective when posted. Your continued use of the Web Site after any changes are posted will be considered acceptance of those changes. GROW VC may also terminate, suspend or discontinue any aspect of the Web Site, including the availability of any features of the Web Site, at any time. GROW VC may also impose limits on certain features and Services or restrict your access to parts or all of the Web Site without notice or liability.

Fees

Some of the Services are provided free of charge, while others are provided at a fee. Please see ["pricing" –page] for more information about our pricing. Services provided at a fee shall be payable by you in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are non-cancelable and all amounts paid are non-refundable.

Intellectual property rights; License

The Web Site and the Services all contain content that is the intellectual property of GROW VC, whether owned by GROW VC or licensed to it by third party content owners, such as Entrepreneurs. This content is protected by domestic and international intellectual property laws and may not be used except as expressly provided for in these Terms. Furthermore, the Web Site and the Services are proprietary to GROW VC and all intellectual property rights to any ideas, inventions, concepts, designs, methods, systems, algorithms and other materials displayed on the Web Site are and shall be owned by GROW VC. The copying reproduction, republication, downloaded, publication, distribution, display and retransmission of any portion of the Web Site or its displays, in any medium, is expressly prohibited unless written permission is first obtained from GROW VC. All rights not expressly granted by these Terms are reserved to GROW VC. GROW VC grants to you a non-exclusive, revocable, non-transferable license to use the Services. For your rights regarding Public Communication see ‘Use of services’ below.

Eligibility

In order to use the Services you must register for an account. Accounts are only available to individuals 18 years of age or older or persons whose use of the Services, under legislation applicable to such person, would not constitute the Services as being a sale or offer to buy or sell any securities. If you wish to use the Services as a Funder, you must meet the legal definition of an “accredited investor” (or similar concept) applicable in your jurisdiction.

Limitations on use

In order to best serve our users, and to comply with applicable laws, GROW VC has [guidelines], which govern how you may behave while using the Services. Please review these guidelines carefully, since your violation of them may result in the termination of your access to the Services.

Accuracy of data use

We ask that any registration data you provide to GROW VC is true, current and complete. In the event that any of this information changes, please update it on your ["my profiles" –page]. For details on how you can access your stored data, please refer to our Privacy Policy Rules.

Passwords

During registration you create your own username and password. You are responsible for maintaining the confidentiality of this information and are responsible for any and all activities that are made using your account. GROW VC will not ask you for your password, so please do not provide it if asked since this may result in a security breach. Please notify GROW VC immediately if you suspect that an unauthorized person has accessed your account. Should you misplace or forget your password, please contact our technical support staff at support@growvc.com.

Use of services

You agree to use they Services only as provided for in these Terms. You also agree not to use the Services in any way that is in conflict with the law in your jurisdiction. Further, you may not use the Services for the transmission of any information that is obscene, libelous, harassing, abusive, threatening, invasive of a user’s privacy, or in violation of any other individual’s intellectual property rights. You acknowledge and agree that any communications made to or by means of any portion of the Web Site are public. You acknowledge that: (a) you have no expectation of privacy in any Public Communication (as defined below) and (b) no confidential, fiduciary, contractually implied or other relationship is created between you and GROW VC by reason of your transmitting a public communication to any area of the Web Site. By transmitting any public communication which shall include information provided under your profile (collectively, “Public Communication”) to the Web Site, you grant GROW VC a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, distribute, display, reproduce, transmit, modify, edit, and otherwise exploit the Public Communication, in all media now known or later developed. The foregoing grant shall include the right to exploit any proprietary rights in the Public Communication, including, without limitation, any intellectual property laws under any relevant jurisdiction, and shall constitute a waiver of any rights, “moral rights,” or any similar rights under any jurisdiction.

Privacy

You may elect to make certain personal or private information viewable through the Services. You may not disclose information obtained in this manner to any third parties. You agree not to collect or aggregate user information accessible through the Web Site for commercial use or redistribution. GROW VC reserves the right to immediately terminate, without notice, your account if you have been found violating this rule.

User information

GROW VC is committed to protecting the privacy of its users and has developed a detailed [Privacy Policy] that describes our practices and procedures regarding your data. The Privacy Policy is available at “Privacy Policy” -page, and is incorporated herein by reference. Please review the Privacy Policy before accepting these Terms. By registering with or using the Services, you consent to the collection and use of your personal information and the transfer of this information to other jurisdictions for processing and storage by GROW VC.

Termination of an account and/or access to the Web Site or the Services

GROW VC may terminate, suspend or discontinue the account of an Account Holder and any aspect of the Web Site and/or the Services, including the availability of any features of the Web Site and/or the Services, at any time. GROW VC may also impose limits on certain features and Services or restrict your access to parts or all of the Web Site and/or the Services without notice or liability. GROW VC reserves the right to terminate, suspend or cancel the account of any Account Holder in relation to which the Account Holder has not accessed its account for greater than 180 days.

Furthermore, in the event that the account of an Account Holder has been terminated, suspended or cancelled by GROW VC for any reason, GROW VC shall be under no obligation to return any funds remaining in the Account Holder’s account.

Feedback submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service, provided by you are non-confidential and shall become the sole property of GROW VC. GROW VC shall own exclusive rights, including all intellectual property rights, and shall be shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Limitations on the services

GROW VC’s goal is to provide you with useful, stable and available Services, however cannot guarantee that there will be no difficulties, technical or otherwise, which may, in rare cases, result in service interruptions or loss of data. For this reason, the Services are provided strictly on an “as is” basis. By accepting these Terms, you agree that neither GROW VC nor any of its shareholders, partners, parent companies, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers (collectively, the “GROW VC PARTIES”), will be held accountable for any delays in transmission of your data, data loss, service interruptions or retention of user settings. We reserve right to change or discontinue, either temporarily or permanently, any part or all of the Services at any time and without prior notice. You agree that none of the GROW VC PARTIES will be liable for any damages, direct or indirect, including but not limited to lost business opportunities, should such discontinuance occur.

NONE OF GROW VC PARTIES MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE WEB SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THEIR ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, OR RELIABILITY. NONE OF THE GROW VC PARTIES SHALL BE SUBJECT TO LIABILITY FOR ACCURACY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE WEB SITE OR THE SERVICES OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOUR USE OF THE WEB SITE IS SOLELY AT YOUR OWN RISK. GROW VC IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE ACTIONS OR OMISSIONS OF ANYONE USING THE WEB SITE OR THE SERVICES. AS A CONDITION TO YOUR USE OF THE WEB SITE, YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT YOU MIGHT HAVE AGAINST ANY OF THE GROW VC PARTIES ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS MADE AVAILABLE THROUGH THE WEB SITE. NO GROW VC PARTIES SHALL AGREE TO ANY OBLIGATIONS OF CONFIDENTIALITY, NONDISCLOSURE OR NONUSE, AND IN NO EVENT SHALL ANY GROW VC PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM YOUR USE OR INABILITY TO USE THE WEB SITE, OR THE SUBMISSION OF ANY MATERIALS VIA THE WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A GROW VC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE GROW VC PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Disclaimer

GROW VC does not evaluate or endorse any of opportunities submitted by the Entrepreneurs nor does it make any recommendations regarding the appropriateness of particular opportunities for any Funder. GROW VC makes no independent investigations to verify the factual information submitted to the Funder and GROW VC makes no representations or warranties with respect to the information provided by the Entrepreneurs. As a result, Funders must conduct their own investigation of the merits and risks of each opportunity, and negotiate the terms of their investment in any such opportunity. All Funders are strongly encouraged to seek legal and other professional counsel prior to making such investments.

Membership in the GROW VC Web Site does not constitute an offer by GROW VC to sell or the solicitation by GROW VC of an offer to buy any investment interest in the business ventures of Entrepreneurs. GROW VC does not give any business advice, investment advice, tax advice or legal advice to anyone using the Web Site or the Services. GROW VC has no financial interest in the business operated by those professionals recommended by GROW VC. Any investment resulting from the Services shall be on a privately negotiated basis between the Entrepreneur and the Funder without any participation by or remuneration to GROW VC.

GROW VC does not function as a broker-dealer or investment advisor and is not registered as such with any regulator. Furthermore, securities laws and regulations vary by jurisdiction and are constantly changing from time to time. It is the users responsibility to be aware of and to observe compliance with such laws and regulations in users’ country of residence. Any reliance on the information contained in this Web Site is solely used at the user’s own risk. Receivers of this information should not act upon any of this information without first seeking professional counsel.

The materials contained on our Web Site do not create and are not intended to create any kind of business relationship between you and GROW VC.

Indemnification

You agree to defend, indemnify and hold harmless GROW VC, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to any misuse of the Service or breach of these Terms

Governing law

By visiting or using the Web Site and/or the Services, you agree that the laws of Hong Kong, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THESE TERMS BETWEEN YOU AND GROW VC WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, WRITTEN OR ORAL, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GROW VC RELATING TO THE SUBJECT MATTER OF THESE TERMS.

Should you have any questions concerning these Terms, please email GROW VC at legal@growvc.com

Note To Entrepreneur

1. I acknowledge that GROW VC provides a meeting place platform for entrepreneurs of early stage ventures and accredited investors and does not function as a securities broker-dealer, investment advisor, securities exchange or clearinghouse. I am aware that GROW VC is not registered with the Securities and Exchange Commission of the U.S. or any national, federal or state securities commissions (or similar agencies). I understand that all members of GROW VC are responsible for conducting their own due diligence. GROW VC does not recommend deals. GROW VC makes no offering of deals to its members.

2. I understand that GROW VC will perform a preliminary review my business plan for eligibility free of charge. I acknowledge that GROW VC may determine that my business plan is not eligible. In the event that my plan is not considered eligible, I understand that GROW VC will notify me, but that my application and business plan will not be returned.

3. I understand that GROW VC may circulate a copy of my business plan and any other documents submitted by me to GROW VC members for evaluation purposes. screening and informational purposes only. This circulation is not and cannot be construed as an offering. By participating in this process, I signify that GROW VC has made no representations or promises that funds will be raised from using www.growvc.com.

4. Any investment resulting from services provided by GROW VC shall be on a privately negotiated basis between the entrepreneur and the users without any participation by or remuneration to GROW VC. GROW VC disclaims responsibility for any statement (whether oral or written) or act of its users (including officers and directors) relating to securities and/or investment matters

Note To Funder

1. I acknowledge that GROW VC provides a meeting place platform for entrepreneurs of early stage ventures and accredited investors and does not function as a securities broker-dealer, investment advisor, securities exchange or clearinghouse. I am aware that GROW VC is not registered with the Securities and Exchange Commission of the U.S. or any national, federal or state securities commissions (or similar agencies). I understand that all members of GROW VC are responsible for conducting their own due diligence. GROW VC does not recommend deals. GROW VC makes no offering of deals to its members.

2. Any investment resulting from services provided by GROW VC shall be on a privately negotiated basis between the entrepreneur and the users without any participation by or remuneration to GROW VC. GROW VC disclaims responsibility for any statement (whether oral or written) or act of its users (including officers and directors) relating to securities and/or investment matters