Before you start using the VentureClub electronic platform (hereinafter - the “Site”), its services and opportunities it presents, we kindly ask you to carefully read this document.

This Agreement may be amended or supplemented at the discretion of the Administration of the Site at any time without notice. A new version of the Agreement, and any amendments thereto, shall come into effect upon being posted on the Site, unless otherwise provided by the Site Administration.
Сurrent version of the Agreement is available at: https://ventureclub.co/terms/

1. TERMS AND DEFINITIONS

In this Agreement, the terms and definitions listed below will have the following meanings:

● Administration/ Administrator – VentureClub, LLC (PSRN 1147746949118, location: 125414, Moscow, 24 bld. 1 Petrozavodskaya street, suite 56, business hours: from Monday to Friday, from 09:00 to 18:00) that administers the Site and is a Party to this Agreement.
● Agreement – this Agreement as well as any special conditions in respect of certain Services, regulations and other documents referred to in the Agreement, and the information published by the Administration on the Site that regulates relations between the Parties on the use of the Site and/ or Services, and the rights and obligations of the User related to the use of Services.
● Club – a community of initial stage venture capital investors, the purpose of which is to invest/ make investment in promising start-ups of the Russian and foreign markets.
● Credentials – unique login and password created during registration on the Site and used to access the User's Personal Account as well as for the identification of the User in the provision of the Services to them as to a Party to this Agreement. The Credentials are collectively recognized by the Parties as an analogue of the handwritten signature of the User at the conclusion of this Agreement as well as at the registration of notification, data communication, etc.
● Investment – funds invested by Investors in start-ups in order to obtain commercial profit and/or achieve other positive (commercial) effects.
● Investor – a natural person, legal entity or individual entrepreneur that has financed a startup through the purchase of shares or stocks of the legal entity implementing the Project or by other means.
● Parties – the Administration and the User together.
● Personal Account – a section of the Site, access to which is granted to the User only if they are authorized by specifying Credentials or through certain social networks specified by the Administration on the Site.
● Registration Data – User information provided by them at the time of registration on the Site, in accordance with Section 4 of this Agreement – including Credentials, email address, etc., as well as all amendments and additions to such information – specified in User’s Personal Account. Providing User’s Registration Data, including data not specified by the Site Administration as mandatory to fill in, is mandatory for the identification of the User by the Administration in the performance of this Agreement.
● Site – a website hosted at www.ventureclub.co (as well as at all levels of domains belonging to this address), which is a set of software, databases and other elements of the Site. The Elements of the Site include inter alia the source code and object code, separate computer program instructions, website design (graphic design) and selected design elements, any section / subsection of the Site, any names, texts, fonts, audio and visual materials, interfaces, and any information presented on the Site, etc.
● Start-up – a legal entity or a group of individuals whose aim is to profit from the sale of an innovative technology and/or a business model containing an innovation and know-how in itself and that has an ability to scale properly and act under the conditions of uncertainty about the guaranteed volume of consumer market.
● Tools – any functions and/ or features of the Site, regardless of whether such features are provided to the User at extra cost or not.
● User – a natural person or legal entity that has no legal restrictions to accept this Agreement, to access the Site and/ or use the Site, any of its services, functions and/ or opportunities, regardless of the fact of registration on the Site, in accordance with Section 4 of this Agreement.
● User Status – status attributable to the User by the Administration in the process of registration of the User on the Site in accordance with Section 4 of this Agreement, which is subject to the compliance of the User with the criteria set by the Administration in respect of the User’s access to a particular Service.

The terms and definitions given in the plural shall have the same meaning as for the singular, and vice versa. This Agreement may apply terms not defined in this article. In this case, the term shall be interpreted in accordance with the text of the Agreement. In the absence of a clear interpretation of the term in the text of the Agreement, Parties should be guided by the interpretation of the term defined: in the first place, by the current Russian legislation, in the second turn, on the Site and/ or on the apps, and finally, on the basis of existing (commonly understood) meanings and interpretations applied on the Internet.

2. SUBJECT MATTER OF AGREEMENT

2.1. This Agreement regulates the relations between the User and the Administration arising from the User’s use of the Service(s) of the Site.

2.2. The use of certain Services of the Site may be regulated by special conditions that constitute are an integral part of this Agreement and/or exist as a separate document, rules, regulations, guidelines and/ or clarification published on the Site (collectively – “Service Terms”). In case of conflict or inconsistency between the text of this Agreement and the Terms of Service, Parties shall apply the latter Terms.

2.3. Each Party shall ensure that it has the necessary legal capacity as well as all rights and powers necessary and sufficient for the conclusion and execution of the Agreement in accordance with its Terms. The current version of the Agreement is always available on the Site at the following address: https://ventureclub.co/terms. Users are compulsorily offered to get acquainted with the Agreement and its Terms before they accept this Agreement.

3. SERVICES

3.1. The Site offers access to a variety of information, communication and other services that are available to Users on the terms of this Agreement and given that they have computer devices connected to the Internet, including the following:

Upon receipt of the User Status by the Startup, Investors get the ability to download information on business plans (all Investors registered on the Site are able to view this information). The Club cannot guarantee the integrity of data from viruses and hacker attacks that may allow unauthorized people to see the information.

Upon receipt of the User Status by the Investor, the latter get the ability to upload information about their activities and preferences in investing. Besides this, information about investments in startups that are registered on the Site is automatically specified in the Investor’s Profile.

Unregistered Users: Some of the information published on the Site will be available to unregistered Users. These are the Startup and the Investor that regulate their own information that they wish to make public (by selecting the “Make Profile Public” option).

The Site Administrator is only an information broker that enables communication between Investors and Users. The Site Administrator does not provide any investment services or other similar services.

4. REGISTRATION AND AUTHORIZATION ON THE SITE

4.1. Access to most of the Services is subject to a mandatory registration and/ or authorization of the User on the Site. In this case, the User must register and/ or login in accordance with the instructions of the Administration published on the Site. Registration on the Site is a complete and unconditional acceptance of the offer of the Site Administrator, the conditions of which are set out in this Agreement.

4.2. When registering on the Site, as well as later when changing and/ or supplementing this data, the User agrees to provide accurate and current registration information, including filling out the registration forms.

4.3. The investor that has signed the Club membership agreement and has paid the appropriate fee is guaranteed to have an account on the Site.

4.4. The Startup that has signed the Club membership agreement is guaranteed to have an account on the Site (one account per a Startup team).

4.5. The Administration has the right to set limits for the registration of the User on the Site in a particular status as well as for the use of the Services of the Site.

4.6. The Administration has the right to verify the information provided by the User at the time the latter uses the Services of the Site. The Administration has the right in its sole discretion to refuse to accept registration and/ or authorization of the User on the Site and/ or to prevent Users from using the Site.

4.7. When registering on the Site, the User is assigned with the username and password that they have chosen and use in their work with the Site.

5. CONDITIONS OF USE OF SERVICES

5.1. The User agrees to abide by this Agreement, including the Terms of Services and other rules and documents referred to in this Agreement.

5.2. When using the Service the Users may not:
• modify or create any derivative works or composite works based on the Services and/ or their parts without the permission of the Administration;
• decompile, disassemble, or in any other way attempt to derive the source code of the software, which is part of the Site and/ or its Services;
• distribute, sell, sublicense, or use the software that is an element of the Site and/ or its Services, or transfer rights to such software in any other way;
• remove or alter any trademark, logo, copyright notice or other notices on the titles, descriptions, symbols or signs published on the Site, including information and materials published on it;
• copy, transmit, distribute, publish or otherwise use the information and/ or intellectual property published on the Site without the permission of the Administration;
• use software bugs (and the User must immediately report them to the Administration), intervene in the programming code, have unauthorized access to a computer system, and/ or access databases without proper authorization of the Administration;
• transfer rights and/ or obligations under this Agreement, including the right to transfer Credentials to third parties or the possibility of such transfer;
• take any actions aimed at damaging the Site or at getting unauthorized opportunities (access) to the Site;
• resort to cracking or attempted cracking and/ or interception of data supplied to the server or derived from the server;
• disclose any information about other Users; limit the access of other Users to the Site or interfere with other Users in their use of the Services;
• publish any information promotional in its nature on the Site, without permission of the Administration;
• “resell” the Services provided by the Administration to third parties;
• exercise other actions directed toward commercial advantage in relations with third parties from using the Services provided by the Administration;
• disseminate any information about the Administration, its partners and/ or employees, other Users or Service, that does not correspond to reality (e.g. rumors, slander).

5.3. When taking any action related to the use of the Service, the User is obliged, if necessary, to make sure that they enter into a legal relationship with the authorized representatives of the Administration.

5.4. The User is obliged to view information posted on the Site on the terms of the provision of the Services provided by the Administration on a weekly basis.

5.5. The User is obliged to ensure the safety and confidentiality of information relating to the Credentials used to access the Personal Account and shall not transmit this information to third parties, or receive Credentials from third parties for any purpose, should the latter be received by them upon the completion of the registration procedure.

5.6. The User is obliged to treat with respect other Users and the Administration, including but not limited to the following obligations:
• the User must not use profanity, obscenities and/ or words/ expression that might be humiliating and/ or humiliate human dignity;
• the User must not threaten anyone with violence (including physical violence);
• the User must not distribute in any way materials that promote or express opposition or hatred toward any religion, culture, race, nation, people, language, politics, ideology or social movement;
• the User must not place on the Site any information, materials and other content that are unlawful, contain defamation, provide and promote pornography and child erotica, alcohol and drugs that are prohibited for use in the Russian Federation or devices associated with use of these substances; offend morality, advertise sexual services; advertise tobacco products, medical products, goods and services subject to state registration or licensing, as well as any other information that violates the legally protected human and civil rights, and/ or unfair advertising (i.e. in cases of discrepancy between the quality declared and the real quality of the product);
• the User must not post private and confidential information of a third party (i.e. e-mail addresses, phone numbers, bank account details and other information relating to this category of information);
• the User must not publish on the Site any materials that can be considered advertising or promotion, spam, and/ or information that includes links to other resources;
• the User must not publich on the Site any links to the Internet sites the content of which is contrary to the existing legislation;
• the User must not infringe rights of third parties.

5.7. The User guarantees to the Administration that they have the right to use their chosen means of payment for Services without violating the laws of the Russian Federation and/ or other legislation of the host country of the User. The Administration is not responsible for any damage caused to third parties and/ or other Users resulting from the use of means of payment that do not belong to the User.

5.8. The User agrees to receive advertising messages from the Administration and/ or its partners and/ or view ads while using the Services without any notice.

5.9. The User agrees that the Administration has the right to collect statistical and other data on the use of the Services by the Users, as well as on the User.

5.10. The Administration has the right to carry out preventive and/ or repair work without prior notice, during which the Services may not be available to the User or such access may be limited, and such breaks cannot be grounds for reimbursement by the Administration of any expenses, losses, etc.

5.11. The Administration has the right to delete and/ or modify any data, information, results of intellectual activities published on the Site and/ or in any of its sections, including the cases when they are published by the Users.

5.12. The Administration has the right to change, modify, and/ or delete some or all of the Services.

5.13. The Administration has the right to remove any materials, information and other content published on the Site in case they violate the rights of third parties or the relevant provisions of Russian legislation.

5.14. The Administration has the right to draw on the Services of third parties.

6. MATERIALS AND INFORMATION PUBLISHED ON THE SITE

6.1. All the exclusive rights to the results of intellectual activity lawfully published on the Site belong either to the Administration or to their rightful owners. If the User publishes their own results of intellectual activity on the Site, it shall be considered that the User issues the Administration with a simple (non-exclusive) license for the full term of the copyright and/ or exclusive rights to such results of intellectual activity in respect to all actions of the Administration under this Agreement.

6.2. The User understands and agrees that any information and materials published by them or by third parties on their behalf on the Site or provided by them to the Administration in any other way (including but not limited to publications, success stories, information about transactions and so on) can be used by the Administration as promotional and marketing materials at its discretion, including for the promotion of the Site and/ or its Services.

6.3. For the sake of protection of the rights to results of intellectual activity and of production of statistical data, as well as for security purposes (to prevent “break-ins”, hacker attacks, etc.) and in order to ensure correct operation of the Services, the software and the hardware required for the proper functioning of the Site, the Administration may use technical means and methods of protection of intellectual property and information, including with the help of special software. The Administration has the right to receive information about the geographical location of the User in order to determine the User's location as well as information about the User’s computer, its components, etc.

6.4. The User guarantees that no rights of third parties, including intellectual rights, will be violated when they use the Service and that the information they publish is true and all the data (i.e. information, results of intellectual activity, etc.) will be posted on the Site lawfully.

6.5. The Administration reserves the right to remove from its servers any information or materials that are, in its view, unacceptable, undesirable, or violate this Agreement.

7. TECHNICAL SUPPORT

7.1. The Administration does not guarantee that any specific problem/ error occurred on the Site and/ or at the time of using its Services will be corrected. At the same time, the Administration, within reasonable limits, will endeavor to assist the User in resolving technical problems arising from the use of the Site and/ or its Services.

7.2. In matters arising from use of the Site and/ or its Services, as well as in the cases provided for in this Agreement, the User has the right to seek technical support by sending electronic messages to the Administration.

8. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

8.1. The User understands and agrees that:

8.1.1. The User uses the Site and/ or its Services at their own risk.

8.1.2. The Administration does not guarantee that:
• Services will meet the User's requirements and will be uninterrupted, timely, and secure and error free;
• the results that may be obtained with the use of the Services will be accurate and reliable;
• the quality of information, data, content, and other materials published on the Site will meet the User's expectations.

8.1.3. The Administration is not responsible for the application of any direct or indirect damage that occurred through no fault of the Administration but rather as a result of other reasons including but not limited to:
• unauthorized access to Personal Account and/ or Personal Data of the User and/ or their confidential information;
• statements or conduct of any third party on the Site.

8.1.4. The User is solely responsible for the information, materials and other content published by them on the Site. The Administration is not responsible for the content of such publications and its compliance with the requirements of legislation related to copyright infringement, unauthorized use of trademarks, names of companies and their logos, as well as for any infringement of third party rights in connection with the publication of the information, materials and other content on the Site. In case of receipt of claims from third parties in relation to such publications, the User shall settle these claims at their own expense.

8.2. The Administration is not responsible for technical failures and interruptions in the operation of the Site and its Services, for temporary failures and interruptions in the connection lines, for other similar failures, as well as for any problems that might occur on the computer that is used by the User to access the Internet in order to access the Site.

8.3. The Administration is not responsible for any direct or indirect damages incurred by the User due to the actions of third parties, including those resulting in the non-transfer (non-arrival) or incomplete transfer (receipt) of cash to the account of the Administration, through electronic and other payment systems, including in the case of acquisition of the Services from third parties not authorized by the Administration or payment of any fees to such third parties in connection with the use of Services.

8.4. The Administration is not responsible for the preservation and confidentiality of the data provided by the User in cases of non-conservation and/ or disclosure that is/are the fault of the User and/or the latter has not taken reasonable measures to ensure the safety and privacy of their data.

8.5. Parties are not responsible for complete or partial failure to fulfill obligations if such failure is caused by force majeure circumstances (“force majeure”) that are extraordinary and unavoidable by the Parties under the given conditions. Such circumstances may include power outage, global disruptions of Russian and international segments of the Internet, routing systems failures, domain name system failures, and failures caused by hacking and DDOS-attacks.

8.6. Nothing in this Agreement shall be construed as limiting the rights of Users, i.e. natural persons, that they are entitled with in accordance with the legislation of the Russian Federation, including the Federal Law of the Russian Federation No 2300-1 “On Protection of Consumer Rights” dated 07.02.1992. If any provisions of this Agreement conflict with the specified mandatory requirements, they shall not be applied to natural persons (consumers), without prejudice to the other provisions of the Agreement. In this case, Parties shall be guided by the provisions of the current legislation.

9. THIRD-PARTY SITES

9.1. The Site may contain links to other sites (third-party sites) that are not under the control of the Administration. The Administration does not check and is neither accountable for the content of such third-party sites, including any content, materials and information available at the third-party sites, nor responsible for the consequences of their use by the User.

9.2. Links to any third-party sites, projects, services and/ or products of third parties published on the Site do no automatically mean they are approved by the Administration, unless otherwise stated bluntly.

10. PROCESSING OF PERSONAL DATA

10.1. In accordance with the Federal Law of the Russian Federation No. 152-FZ “On personal data” dated 27 July 2006 and as a as a result of the acceptance of the Administrator’s offer, the terms of which are set out in this Agreement, the User gives the Administrator its consent to the storage and processing (including automated processing) of their personal data and any information related to personal data (hereinafter “Personal Data”) of the User (i.e. family name, first name, registration address, place of residence, contact numbers, email address and any other personal data), including collection, systematization, accumulation, storage, clarification (e.g. update, change) , use, distribution (including transmission), depersonalization, blocking, and/or destruction of personal data.

10.2. Processing of personal data is carried out for the sake of further implementation of this Agreement or other actions that give rise to legal consequences for the User, or for the provision of information about the services the Administrator provides, or for the fulfillment of contractual obligations to third parties, or in order to inform users about changes in the terms of this Agreement as well as about new products and services developed and/ or proposed by the Administrator and/ or its contractors and partners. The User agrees to receive advertising information.

10.3. The Agreement provides for the implementation of any action in relation to the Personal Data of the User should such action be desired or necessary to achieve the objectives mentioned above without any restrictions.

10.4. Personal Data is processed by the Administrator with the use of a number of basic methods, including but not limited to process automation methods, such as storage, recording and further storage on electronic media, inventories, and labeling.

10.5. The User understands and agrees that any User’s information that has become available to the Administrator in connection with the fulfillment of obligations under this Agreement may be used by the Administrator for marketing purposes, i.e. for promotional activities, mailing and distribution of notifications as well as to provide the User with advertising information of third parties. In case of refusal of the User from the use of information about it for the purposes specified in this paragraph, the User shall send a written request to the Administrator.

11. MISCELLANEOUS

11.1. This Agreement shall be regulated by the legislation of the Russian Federation. All disputes or claims arising out of this Agreement or in connection with it, including those relating to its performance, breach, termination or invalidity, shall be settled in the following courts: a) in case of disputes involving individual entrepreneurs and/ or legal entities, in the relevant national court of arbitration for the resolution of commercial disputes; b) in case of disputes involving individuals (individual consumers), in the appropriate state court in the manner prescribed by law. The court's decision is final.

11.2. Recognition by the court of any provision of this Agreement as invalid or not enforceable does not entail invalidation of other provisions of the Agreement.

11.3. The Administration has the right to unilaterally, out of court and without prior and/ or subsequent notification change the terms of this Agreement, to refuse to perform this Agreement in whole or in part and/ or to temporarily suspend the provision of all or part of the Services, including by blocking access to the User’s Personal Account and other services. If the User does not agree to the amended Agreement, they shall immediately cease their use of the Site. The use of the Site after the Agreement is amended constitutes acceptance of the offer of the Site Administrator as amended.

11.4. The Administration has the right to transfer the rights and obligations under this Agreement to third parties, and the User hereby consents to the assignment of these rights and obligations (including debts). The Administration may also entrust in whole or in part the provision of its Services to third parties.

11.5. This Agreement shall come into effect as of the date of its publication on the Site.

DETAILS OF THE ADMINISTRATOR

VENCURECLUB, LLC
PSRN 1147746949118
TIN 7743937149
VATIN 774301001
Address 24 bld. 1 Petrozavodskaya street, suite 56, 125414, Moscow, Russia
Current/Checking Account 40702810802620000008
Bank OAO Alfa Bank
BIN 044525593
Correspondent account 30101810200000000593