Лицензионное соглашение

Welcome to IPO.one (Platform), which is an online crowdfunding platform for collective participation in IPOs of the global leading companies.

The Platform is developed and provided by IPOCrowdwise OÜ, with the company registration number 14515305, located in Tallinn, Estonia (IPOCrowdwise), registered and operating within the limits of legislation of the Republic of Estonia.

Your use of the Platform is subject to your acceptance without modification of this License Agreement and other operating rules, guidelines, instructions, policies (including the Privacy Policy) and any future modifications thereto (collectively Terms). When accepted by you, the Terms of this License agreement form a legally binding agreement between you and IPOCrowdwise. If You do not agree to be bound by these Terms, please do not access, browse, or otherwise use the Platform.

Please note that IPOCrowdwise is not a broker, financial institution, investment bank, or financial adviser, neither does it provide financial or investment services. The sole purpose of the Platform is to consolidate Members to make crowdfunding investments in IPOs of leading global companies that are preparing for listing on the NYSE and NASDAQ stock exchanges.  Legal commitments on the financing rounds are formed directly between Issuers and Investors, without any advising by IPOCrowdwise.

Please note that by accepting the Terms, you are also accepting the terms and conditions of any intermediaries, such as payment service providers, brokers, underwriters, and other financial institutions that IPOCrowdwise cooperates with.

1.DEFINITIONS

Campaign a presented on the Platform public offer about the possibility of submitting an Application for equity crowdfunding;
Site a software complex located on the Internet at: www.ipo.one;
Equity crowdfunding collective purchase of the Issuer’s shares at IPO prices;
Issuer a duly registered at the U.S. Securities and Exchange Commission (www.sec.gov) joint-stock company raising funds via a public offer of shares;
Member an individual or a legal entity who has registered an account on the Platform and completed the verification procedure;
Investor a Member who uses the Platform to submit Applications for Equity crowdfunding at IPO prices;
Application an order of the Member to purchase the Issuers’ shares given in electronic form via the Member’s Personal account;
Services any services available on the Platform and provided by IPOCrowdwise or its Subsidiaries or Affiliates that give Investors an opportunity to participate in Equity crowdfund;
Fees fees set by the Fee List of the Platform and paid by the Investors in favor of IPOCrowdwise for using the Services;
Payment Service Provider a bank or any other payment service provider used by IPOCrowdwise to transfer funds between the Investors and the Intermediaries;
Payment Service Provider a bank or any other payment service provider used by IPOCrowdwise to transfer funds between the Investors and the Intermediaries;
Privacy Policy the privacy policy can be found at: https://ipo.one/en/privacy, which describes how IPOCrowdwise collects, uses, and discloses personal data, as well as the measures taken by IPOCrowdwise to protect the Members’ personal data;
Special Account an account opened and controlled by IPOCrowdwise at a Payment Service Provider, where all the Investors’ funds are stored. The Funds stored at a Special Account are separate from IPOCrowdwise funds and can only be used to finance the Issuers’ equity crowdfunding listed on the Platform, as well as to pay due Fees to IPOCrowdwise;
Personal account an online account created on the Platform for each Member that keeps the information about the Member’s available and all transactions made by the Member;
Defensive period the period when the Investor cannot offer the purchased shares for sale at a discount to other Platform Members;
Lock-up period the period when the Investor cannot sell the shares purchased during Campaigns at the market price without a discount. After the Lock-up period, IPOCrowdwise independently sells the Investor’s entire share package at the exchange closing prices and returns the proceeds to the Investor’s Personal Account;
Intermediary an underwriter, a broker or other financial institution that holds the appropriate permits and licenses and allows you to perform over-the-counter transactions purchasing the Issuers’ shares represented on the Platform at IPO prices;
Subsidiaries and Affiliates subsidiaries and affiliated legal entities of IPOCrowdwise around the world. You acknowledge and agree that Subsidiaries and Affiliates are entitled to provide any or all of the services provided by the Platform;
User Content any content: videos, audio clips, written comments, data, texts, photos, software, scripts, graphics, other information and materials submitted by Members to the Platform;
User an individual visiting the Platform’s Site representing her-/himself or as a Legal Entity representative.

2. GENERAL

2.1. After creating and verifying an account on the Platform, as well as acknowledging and agreeing to the Terms of the License agreement, the User becomes a Platform Member.

2.2. Only the Platform Members are entitled to use the Services. IPOCrowdwise reserves the right to refuse to provide Services to any current or potential Members due to the following reasons:
2.2.1. bad credit history of the User;
2.2.2. the User has committed fraud or a criminal offense or made a negligent financial decision or, in the estimation of IPOCrowdwise, is not able to fully comply with the Terms and conditions;
2.2.3. the User has acted in a way that endangers IPOCrowdwise’s good reputation;
2.2.4. the User has provided false information to IPOCrowdwise;
2.2.5. the User is suspected of ethically questionable behavior, money laundering, or any other criminal activity;
2.2.6. the User does not provide to IPOCrowdwise all the information needed for KYC (“Know Your Customer”) and/or AML (“Anti-Money Laundering”) checks if IPOCrowdwise deems them necessary or they become required by the applicable laws.

2.3. The User may only create a User Account and become a Member if the User is at least 18-years old, and the User is not barred from receiving the Services under the laws of the country in which the User is a resident or from which the User uses the Services, and the User acknowledged and agreed to the Terms.

2.4. IPOCrowdwise reserves the right to make changes to this Agreement at any time without prior notification to the parties. The Member’s continued use of the Platform and the related Services means that the Member unconditionally accepts all amendments made to this Agreement at any time. If the Member does not agree to the Agreement or any amendments to it, then the use of the Platform and the related Services is forbidden for the Member. IPOCrowdwise recommends that the Member prints or saves the version of the License Agreement the Member agrees to when registering on the Platform for the Member’s records.

2.5. The Agreement only regulates the relationship between a Member and IPOCrowdwise.

2.6. IPOCrowdwise’s provision of the Services does not currently require authorization by the Estonian Financial Supervisory Authority (EFSA). However, IPOCrowdwise reserves the right at any time to apply for any activity license if it wishes to provide any additional or current services that fall under the supervision of EFSA, Financial Supervisory Authorities of other countries, or similar institutions.

2.7. The Member acknowledges that IPOCrowdwise may require to comply with the Money Laundering and Terrorist Financing Prevention Act on measures against money laundering and terrorist financing under which IPOCrowdwise may be obligated to undertake “know your customer” (KYC) activities and/or AML (“Anti-Money Laundering”) checks, including collecting the Member’s personal data. Upon IPOCrowdwise’s request, the Member is obliged to provide IPOCrowdwise with the information and documents that IPOCrowdwise, in its sole discretion, deems necessary or appropriate to conduct KYC and/or AML checks.

3. USER ACCOUNT AND PASSWORD ON THE PLATFORM

3.1. Certain pages of the Platform are open and maybe browsed by any User. However, in order to become a Member and use the Services, a User has to create a user account in accordance with the instructions set forth on the Platform’s website, which is subject to approval by IPOCrowdwise pursuant to Section 2.

3.2. When creating a user account, the first and last name a User indicates must be identical with the User’s real names, as the actual name is necessary for legitimate interests to ensure reliability between IPOCrowdwise and the Member. The chosen password must provide adequate protection to the user’s account. IPOCrowdwise reserves the right to correct the User’s name if it does not meet the requirements of this Section or is inaccurate.

3.3. After the user account has been verified and approved by IPOCrowdwise, the User becomes a Member. Members may be an Investor and/or a potential Investor seeking investment opportunities.

3.4. After creating a user account and signing in, the Member may be asked to submit additional personal information to help IPOCrowdwise customize the information shown on the Platform.

3.5. The Member agrees and warrants not to disclose (willfully or by negligence) credentials of his or her user account to any third party or otherwise allow any third party to use the Member’s user account. If the Member has a reason to believe that a third party has gained access to his or her user account, the Member must immediately inform IPOCrowdwise. The Member is responsible for all activities made by the use of the Member’s user account.

4. IDENTIFICATION AND REPRESENTATION

4.1. IPOCrowdwise has a rule of no misrepresentation. The Members are encouraged to inform IPOCrowdwise about any messages that they consider to be misleading or any Members that appear to be misrepresenting themselves.

4.2. To complete the account verification, a User must provide a scanned copy of his or her identity card and a fresh portrait photo.

4.3. Moreover, if deemed necessary, at IPOCrowdwise request the Member must provide documents confirming the legal origin of the Member’s funds.

4.4. The Member understands and agrees that all the agreements are made between the Member and IPOCrowdwise by way of providing acceptance directly on the Platform, subject to the member being logged in to his or her user account.

5. SERVICES

5.1. The Services are provided via the Platform’s Website only.

5.2. The Member agrees to use the Services only for the purposes permitted by the Terms and any applicable laws, regulations or generally accepted practices or guidelines in the relevant jurisdictions.

5.3. Unless specially permitted by IPOCrowdwise, the Member agrees not to reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. However, a member is free to recommend the Services to other potential Members.

5.4. The Member acknowledges and agrees that IPOCrowdwise may at its sole discretion stop providing the Services (in minority, majority or total) to such a Member personally or to Members in general without any prior notice. Consequently, IPOCrowdwise may block access to the Member’s user account, prevent him or her from using the Services, the Member’s account details, and/or other content which is contained in the Member’s account.

5.5. The Member agrees that by using the Services he or she may be exposed to alarm messages, invitations or alike, which he or she may find disruptive or objectionable and that, in this respect, the Member uses the Services at his or her own risk.

6. EQUITY CROWDFUNDING

6.1. General:

6.1.1. The Member can participate in any Campaigns to purchase shares of the Issuers listed on the Platform at IPO prices by submitting an electronic Application via the Member’s user account subject to the required amount is available at the Personal account.
6.1.2. The Investor is entitled to submit and cancel an Application to participate in the Campaign at any time before the end of the period of acceptance of Applications for participation in the Campaign. After the Application acceptance period ends, the Member cannot cancel the submitted Application.
6.1.3. During the Campaign, an Investor reports interest to participate in the fundraising according to the following process: he/she chooses a suitable Campaign, studies the description of the Campaign listed on the Platform, assesses investment risks, upon necessity studies the descriptions of investment instruments available on the Platform, specifies the amount he/she would like to invest. This amount is an advance payment. It will be debited from the Investor’s Personal account and blocked on the Special account to purchase shares immediately after submitting the Application. When submitting an Application, the Investor must read and acknowledge the Risk Warning.
6.1.4. At the time of submitting an Application, the Investor must have the entire amount of the advance payment for the shares on his or her Personal Account. If the required amount is not available, the Investor’s Application will be declined.
6.1.5. The Investor agrees that the Platform is solely a consolidating place for the Investors’ Applications for crowdfunding investments in IPOs of leading global companies that are preparing for listing on NYSE and NASDAQ and that IPOCrowdwise provides no financial advice.
6.1.6. The Investor understands and acknowledges that IPOCrowdwise cannot affect the number of actually sold shares or the share price.
6.1.7. Any of the investments is always made without IPOCrowdwise’s direct participation. Any investment decision is made solely by the Investor at his or her own risk. IPOCrowdwise is no way responsible for the decisions made by the Investor.
6.1.8. IPOCrowdwise has the right to cancel, interrupt or suspend fundraising to any Campaign at any time subject to prior notice to the Members. Such cancellation, suspension or interruption may be made, for example, due to the Issuer’s violation of applicable legislation, this Agreement or any terms applicable to the Platform.

6.2. Investor:

6.2.1. The Investor agrees and understands that any decision to invest is solely the decision of such an Investor. We recommend the Investor to read the Risk Warning to be found here: https://ipo-one/en/risks before investing any funds via the Platform.
6.2.2. During the Campaign, the Investor must study all the extensive information about the Issuers from alternative sources on his/her own.
6.2.3. In some countries Investors may be subject to particular legal requirements. It is the responsibility of the Investor to ensure that such requirements are met. Such requirements may include a requirement that the Investor should be a “certified investor”, “self-certified investor”, “professional investor” or “accredited investor”. IPOCrowdwise may require the Investor to provide evidence to support the fact that the legal requirements are met but IPOCrowdwise is under no obligation to do so or generally verify that the requirements are met.
6.2.4. The Investor understands and agrees that when using the Platform, IPOCrowdwise’s role is solely to temporarily facilitate the use of the Services and IPOCrowdwise is not responsible for any legal, financial or material liability, risks, or issues that might arise when using the Platform.

7. AUTHORIZATIONS AND POWER OF ATTORNEYS

7.1. By accepting the Terms, the Member authorizes IPOCrowdwise or anyone IPOCrowdwise may instruct (in respect of a relevant Campaign) to:

7.1.1. use funds from the Member’s Personal account, within the amount of the Application submitted, to finance participation in Campaigns selected by the Member and to deduct the fees due to IPOCrowdwise;
7.1.2. upon the end of the Campaign, to instruct the Payment Service Provider to transfer the full amount raised during the Campaign from the Special Account to the Intermediary’s account to purchase the Issuer’s shares;
7.1.3. on the day of the Lock-up period end, to sell all the shares owned by the Member at the closing price and transfer the proceeds to the Member’s Personal account, while retaining the fees due to IPOCrowdwise;
7.1.4. on behalf of the Member to offer other Members to purchase shares at a discount, if the Member wants to sell the purchased shares earlier after the defensive period ends, but during the Lock-up period.

7.2. By accepting the Terms, the Member understands, agrees and accepts the following rules of participating in the Campaign:

7.2.1. the Member has no right to require that IPOCrowdwise cancel the submitted applications after the period for accepting new applications for the Campaign ends;
7.2.2. The Member has no right to require from IPOCrowdwise more control over the purchased shares, for example, to transfer the shares purchased by the Member to his or her brokerage account to sell them during the Lock-up period;
7.2.3. The Member has no right to put in pledge or impose other encumbrances on the shares purchased, without prior written consent from IPOCrowdwise.

8. ACKNOWLEDGEMENTS, COMMITMENTS AND DON’TS

8.1. The Member understands and agrees that the sole purpose of the Services is to Investors in finding suitable investment options and facilitation of the investment process.

8.2. The Member undertakes to keep in confidence all confidential information received from IPOCrowdwise regarding the Campaigns and to use such confidential information only for the purposes of evaluating the opportunity to participate in the Campaign. In some countries, Investors are subject to certain legal requirements. It is the Member’s full responsibility to ensure that such requirements are met. The Member makes an investment decision based on his or her own judgment and is solely responsible for such an investment decision.

8.3. Under the Agreement, fees, charges and taxes may be charged by third parties. The Member acknowledges that IPOCrowdwise will not pay any such fees, charges or taxes, and agrees that all such payments will be charged proportionally from all the Members.

8.4. IPOCrowdwise is subject to and will market the Services under the Estonian Advertising Act.

8.5. The Member agrees and warrants that most communication within and related to the Services will be made by use of the English and the Russian language.

8.6. The Member agrees and warrants not to publish, post, transfer, distribute or upload any content or information to the Platform if this information:

8.6.1. is false, misleading, untruthful or inaccurate,
8.6.2. promotes or encourages illegal activity,
8.6.3. is in any way discriminating, offensive or attacking (e.g. racially, ethnically, religiously, sexually),
8.6.4. constitutes defamation, contains pornography or is in any other way sexually explicit,
8.6.5. is in any way harmful, abusive, offensive, illegal, unethical or which infringes the rights of any third party (such as including but not limited to copyright and trademarks).

8.7. The Member agrees and warrants not to (and not to permit any third party to):

8.7.1. use the Platform and/or the Services to transfer or upload files or other content that contains viruses, corrupted data, malicious software or other programs that may harm computers or other property;
8.7.2. distribute or reproduce all or any part of the Platform or the Services;
8.7.3. alter, disassemble, decompile or reverse engineer any part of the Platform or the Services, unless explicitly permitted by mandatory law;
8.7.4. use software that reads out information on the Platform or of the Services automatically;
8.7.5. use the Platform and/or the Services to request or encourage other users to breach any provision of this Agreement.

8.8. The Member agrees and warrants that he or she will respect the names and logos associated with IPOCrowdwise as the properties of IPOCrowdwise and agree not to use any IPOCrowdwise trademark or logos in any manner without IPOCrowdwise’s prior written consent or infringe any patents, trademarks, or other copyrights of IPOCrowdwise Users, Members or any other parties whatsoever.

8.9. The Member agrees that he or she is solely responsible for (and that IPOCrowdwise has no responsibility to the Member or to any third party for) any and all content that he or she creates, transmits or displays while using the Platform and/or the Services and for the consequences of the Member’s actions (including any loss or damage which IPOCrowdwise may suffer).

8.10. IPOCrowdwise reserves the right to immediately remove any content from the Platform that Fun IPOCrowdwise wise, in its sole discretion, deems is in breach of the Terms or is otherwise harmful for IPOCrowdwise or its Members.

9. FEES AND PAYMENT TERMS

9.1. Financial settlements on the Platform and within the Campaigns are made using solely the US dollar and the payment methods specified on the Platform.

9.2. The Member agrees to use the US dollars for replenishing the Personal account for financing investment in the Campaign. If the funds for financing the Campaign are received in a currency other than the US dollar, the Member will be forced to exchange the credited currency for US dollars at the exchange rate of the Platform applicable on the exchange date.

9.3. The Member agrees to pay all fees due to IPOCrowdwise in accordance with the approved Fee List;

9.4. The Member agrees to compensate IPOCrowdwise for any costs incurred from executing the Member’s orders, including, but not limited to, paying fees to Intermediaries and Payment Service Providers.

10. THE MEMBER’S LIABILITY AND INDEMNIFICATION

10.1. The Member is solely responsible to IPOCrowdwise or other parties for all activities that occur under the Member’s user account.

10.2. The Member is aware and agrees that IPOCrowdwise does not offer any financial advice or any other advice on investments or the process of any financing rounds or equity crowdfunding. The Member is solely liable for the use of the Services and any decision to invest in IPO. The member understands that the Issuers are often at a very early stage and are seeking financing to grow their business. The Member warrants that he or she understands that investing in IPO involves high risk and that all or parts of the investments may be lost. The Member also agrees to choose an investment option is solely the Member’s decision. The Member agrees that IPOCrowdwise is not liable for any of his or her investments in IPOs of the Issuers listed on the Platform. The Member waives any right to make claims against IPOCrowdwise for any reason associated with the Campaign. The member is liable to IPOCrowdwise for any damages caused to IPOCrowdwise or any third party due to his or her breach of the Agreement, including but not limited to the use of the Services in breach of this Agreement. Furthermore, the Member agrees to indemnify IPOCrowdwise in relation to any claims, costs (including reasonable legal costs), damages, expenses, liabilities, and losses incurred by IPOCrowdwise arising in relation to the Member’s breach of this Agreement.

11. IPOCROWDWISE’S LIABILITY

11.1. IPOCrowdwise does not grant any warranties, express or implied or otherwise, as to the accessibility, quality, suitability or accuracy of the Content presented on the Platform. The member understands and agrees that his or her use of the Services is at his/her sole risk and that the Services are provided “as is” and “as available”. In some cases the Services may not be accessible, including but not limited to necessary maintenance and circumstances outside the control of IPOCrowdwise such as Platform access failure, for which IPOCrowdwise shall never be liable.

11.2. In particular, IPOCrowdwise, its Subsidiaries and Affiliates, and its licensors do not warrant to the Members that:

11.2.1. their use of the Services will meet the Members’ requirements;
11.2.2. the Members’ use of the Services will be uninterrupted, timely, secure or free from error;
11.2.3. any information obtained by the Members as a result of their use of the Services will be accurate or reliable, and defects in the operation or functionality of any software provided to the Members as part of the Services will be corrected.

11.3. IPOCrowdwise does not at any time provide any financial advice on investments or donations and shall therefore not be liable for any investment in a Campaign, or the information provided by any Issuers. IPOCrowdwise does not at any time warrant the fulfillment of any Issuer’s payment undertaking and shall never be liable for the fulfillment of any Member’s investment in a Campaign.

11.4. The Member understands and agrees that IPOCrowdwise, its Subsidiaries and Affiliates, and its licensors will not be liable to the Member for:

11.4.1. the Member’s reliance on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between the Member and any advertiser or sponsor whose advertising appears within the Services;
11.4.2. deletion, corruption of, or failure to store any content and other communications data maintained or transmitted by or through the Member’s use of the Services;
11.4.3. failure to keep his or her password or account details secure and confidential.

11.5. Any material downloaded or otherwise obtained through the use of the Services is used at the Member’s own discretion and risk and he or she will be solely responsible for any damage to the Member’s computer system or other device or loss of data that results from the download of any such material.

11.6. Notwithstanding the above in this Section 11, and to the maximum extent permitted by applicable law, IPOCrowdwise shall not be liable to the Member or any third party for any direct, indirect or any other damages of any kind including but not limited to the loss of profit, loss of income, loss of revenue, business interruption and goodwill losses arising out of or in connection with the Agreement or the use or inability to use the Service or the Platform.

11.7. To the extent IPOCrowdwise is liable to the Member for any damages, IPOCrowdwise’s total liability to the Member (for negligence, breach of contract, or any other reason) shall be limited to EUR 1,000. IPOCrowdwise shall not be liable to the Member for any claims made by third parties towards him or her.

11.8. IPOCrowdwise shall not be liable for any losses incurred by the Member as a result of IPOCrowdwise’s performance of its duties and functions as set forth in the Agreement (such as inter alia acting as the Member’s authorized representative according to Section 7), except if such losses have occurred due to IPOCrowdwise’s gross negligence or willful misconduct, in which case the limitations set forth in Sections 11.3, 11.4 and 11.7 shall apply to the extent permitted by applicable law.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. The member agrees that the Platform and Services contain content specifically provided by IPOCrowdwise or third parties and that such content may contain intellectual property rights. The Member agrees to respect all intellectual property rights, including but not limited to the copyright, trademarks, trade names (whether registered or not) contained or displayed on the Platform or which the Member gains access to in connection with the Services. The Member may only use the content of the Platform for the use of the Services and must not use such content in breach of any applicable laws or this Agreement. The Member may use the intellectual property rights only for the purpose of browsing the Platform and to use the Services. IPOCrowdwise does not grant the Members any other license to use the said intellectual property rights except as expressly set out in this Agreement. Nothing in the Terms gives the Member a right to use any of IPOCrowdwise’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. The Member agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Platform and the Services.

12.2. The ownership of and the intellectual property rights to all User Content shall stay with the Member or any third party having ownership or intellectual property rights to such content.

12.3. To provide the Services, IPOCrowdwise may need a license to use the User Content. The Member hereby grants IPOCrowdwise a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and sub-licensable right to host, publish, distribute, stream, transmit, playback, transcode, copy, feature, display, reproduce, adapt, modify, translate, publicly perform and otherwise use the User Content to perform the Services, promote the Platform or attract Investors. The Member agrees that this license includes a right for IPOCrowdwise to make such User Content available to other companies, organizations or individuals with whom IPOCrowdwise has relationships for the provision of affiliated services, and to use such User Content in connection with the provision of such Services.

12.4. The Member understands that IPOCrowdwise, in performing the required technical steps to provide the Services to its users, may: transmit or distribute his or her User Content over various public networks and in various media; and make such changes to the Member’s User Content as are necessary to conform and adapt that User Content to the technical requirements of connecting networks, devices, services or media. The Member agrees that this license will permit IPOCrowdwise to perform such actions.

12.5. IPOCrowdwise reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all User Content from the Platform and Services.

12.6. The Member warrants to have all necessary rights to display and upload the User Content and in all other ways use the User Content and to provide IPOCrowdwise with the above license to the User Content.

12.7. Should any User Content infringe the intellectual property rights of a third party, the Member agrees to immediately remove all infringing parts of the User Content and indemnify IPOCrowdwise all damages, costs, and expenses incurred as a result of such infringement. Should IPOCrowdwise be made aware or suspect that the User Content infringes any third party’s intellectual property rights, IPOCrowdwise shall have the right to remove from the Platform all such User Content.

13. THIRD PARTY SITES

13.1. Any information that the Member enters on a third party site (and not directly on www.ipo.one), for example, when making payments via any internet bank or when using his or her social media accounts to log in to the Platform, will be shared with the owner of the third party website and be subject to their privacy policies and terms and conditions.

13.2. The Platform may permit the Member to link to other sites on the Internet, and other websites may link to the Platform’s site. The Member’s access to third-party websites is always at his or her own risk. Third-party websites are beyond IPOCrowdwise’s control and the Member acknowledges that IPOCrowdwise shall not be responsible for the content, functions, accuracy, legality, or any other aspect of such websites. The Member further acknowledges that IPOCrowdwise shall not be liable for any damage or loss caused by or in connection with the use of or reliance on any content of such third-party websites.

14. PRIVACY AND PERSONAL DATA

14.1. The use of the Platform and the Services entails various types of personal data being processed for various purposes. By agreeing to this Agreement the Member also agrees to the Privacy Policy (https://ipo.one/en/privacy). IPOCrowdwise recommends reading the Privacy Policy.

15. CHANGE OF TERMS AND TERMINATION

15.1. The Member agrees that IPOCrowdwise may send him or her notices, including those regarding changes to the Terms, by email, regular mail or postings on the Site and the Services.

15.2. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

15.3. IPOCrowdwise has the right to make changes to these Terms. IPOCrowdwise shall inform the Member of any such changes. Such information shall be given by a clear notice on the Platform or by email to the email address provided by the Member. The Member’s continued use of the Platform and the Services after any changes to the Terms have become effective indicates his or her unconditional acceptance of those changes. If the Member does not agree to the Terms or any changes thereto, he or she is prohibited from using the Platform and the Services and the Agreement is considered to be terminated.

15.4. IPOCrowdwise may terminate this Agreement and the Member’s access to the Services by written notice to the Member’s email address with an immediate effect if he or she commits a breach of this Agreement or has acted in a manner which clearly shows that the member does not intend to, or are unable to comply with the provisions of the Terms.

15.5. Moreover, IPOCrowdwise may terminate the Agreement and cease to provide the Services without prior notice, if:

15.5.1. required by law or an authority’s decision (for example, where the provision of Services to the Member is, or becomes, unlawful or a licensed activity) or because IPOCrowdwise ceases to provide the Services;
15.5.2. or the partner with whom IPOCrowdwise offered the Services to the Member had terminated its relationship with IPOCrowdwise or ceased to offer such Services;
15.5.3. or IPOCrowdwise is transitioning to no longer providing the Services to users in the country in which the Member is a resident or from which he or she uses the Services;
15.5.4. or in IPOCrowdwise’s opinion the provision of the Services to the Member by IPOCrowdwise is no longer commercially viable;
15.5.5. IPOCrowdwise restructures its Site, Services or business activities.

15.6. If the Agreement is terminated, irrespective of the reason thereof, all of the legal rights, obligations and liabilities that the Member and IPOCrowdwise have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section [governing law and forum of dispute, Sections 17.1 and 17.2] shall continue to apply to such rights, obligations and liabilities indefinitely.

16. ASSIGNMENT

16.1. The Member may not assign his or her rights or obligations under this Agreement without IPOCrowdwise’s prior written consent.

16.2. IPOCrowdwise may assign its rights and/or obligations under this Agreement without the Member’s prior consent.

17. GOVERNING LAW AND DISPUTES

17.1. The Agreement, the Terms, and any non-contractual obligations arising out of or in connection with it shall be governed by and construed and interpreted in accordance with the laws of the Republic of Estonia without regard to its conflict of law rules.

17.2. Any dispute, controversy or claim arising out of or in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled in the Harju County Court.

18. CONSUMER PROTECTION

18.1. In case the Member is considered to be a Consumer, some of the above provisions do not apply to him or her or apply to the Member differently.

18.2. A Consumer is entitled to withdraw from the Agreement at his/her own discretion within fourteen (14) days from the date of the agreement (refer to the Law of Obligations Act, § 56.1). A Consumer shall send a respective written request to IPOCrowdwise by email (info@ipo.one) in free form.

18.3. By agreeing to the Terms and confirming the Agreement, a Consumer agrees that IPOCrowdwise starts rendering its Services right after this and that upon making the first investment he/she loses the aforementioned withdrawal right with regard to the Terms/Agreement.

18.4. A Consumer has a right to contact the Consumer Protection Board.