Sponsors/Backers - Terms of use

Version 1.00

By using EKITER's services as a Sponsor/Backer, you expressly acknowledge that you have read, understood, accepted and taken steps to consider the consequences of this document, that you agree to comply with it and that you have the legal capacity to accept it.

INTRODUCTION

At EKITER we understand as sponsors/backers those individuals of legal age that can participate in an entrepreneurial project in the design and validation phase of the Business Model, contributing funds and receiving rewards that can become shares in the company as a result of the project.

To be a sponsor in EKITER you must register for free on the platform and fill out the data requested in the corresponding form.

When a user registers as a Sponsor, he accepts the Terms of Use of the Platform and these Terms and Conditions for Sponsors, otherwise he cannot use the Platform as a Sponsor/Backer. EKITER may modify and update both the Terms of Use of the Platform and these Terms and Conditions for Sponsors/Backers without prior notice and will not have any responsibility if errors occur because of it.

EKITER, through the Platform, offers information and a method to make contributions to help finance entrepreneurial projects, but does not act as a Backer nor is it affiliated, endorsed or sponsored by any external provider.

ELIGIBILITY

No Backer may use EKITER's services as such, if:

  1. It cannot be part of legally binding contracts;
  2. He's under 18;
  3. You are a person who is legally incapable of providing services under the laws of Spain or any other applicable jurisdiction;
  4. You are suspended as a Sponsor to operate the EKITER website; or
  5. It  does  not  provide  verifiable  and  valid  personal  data,  such  as  address,  email address, etc.

A Sponsor/Backer as a user of the Platform is responsible for the veracity of the data entered in the Platform registration process.

PROCESS FOR MAKING CONTRIBUTIONS BY A SPONSOR

Each entrepreneurial project starts with an endowment of 100,000 specific reward units for each project that we call indistinctly project points or tokens and that once distributed among the co-founders reflect the initial participation of each one of them in the project. This distribution is reflected in the document called Participants Agreement.

If the project needs external financing, the Entrepreneurial Team can publish in EKITER a financing campaign where a quantity of money is requested and exchanged for an amount of points as a reward. The proportion of points/tokens of a Sponsor in relation to the total of tokens reflects the participation to which each Sponsor will be entitled in the future company when it is constituted as agreed in the Participants Agreement and in the Accession Document that the Sponsor signs when its contribution is executed.

The funding requests proposed by the Entrepreneurial Team will appear on the Platform as a card with a brief description of the project, the amount requested, the number of points/tokens offered (as an extension of the existing ones), the remaining period in days to participate and the amount committed by the sponsors updated for each contribution.

Backers interested in a project will be able to access the information available in open and expand this information by communicating directly with the Entrepreneurial Team through the project's public or private forums on the Platform. The information available in open form will not be subject to conditions of confidentiality, but the information communicated through the forums will remain subject to the confidentiality required by the members of the Entrepreneurial Team.

To finance one or several projects, the Sponsor can directly commit with his credit card a contribution to a project of a minimum of 10 euros, a maximum of 300 euros per campaign and a maximum of 4,000 euros per year distributed in different projects. The contributions will be paid, conditionally to the achievement of the objective of the campaign, in a temporary deposit (scrow) of the project. This deposit  is backed, insured and guaranteed by the international payment entity Stripe which supports a large number of international crowdfunding platforms.

When the Sponsor wishes to commit a contribution (with a minimum of 10 euros) to the campaign of a given project, it is only necessary to select the project and follow the indications that appear on the Platform. The amount committed will be made available to the Entrepreneurial Team if the campaign is successfully closed, that is, if the campaign manages to collect the amount requested within the maximum period of 40 days that it remains open.

In the event that the campaign is not successful because the requested amount is not achieved within 40 days, the campaign is considered to have failed and the amount committed by each Sponsor/Backer is released and returned to the current account attached to the credit card from which the contribution commitment was made. EKITER does not charge the backers for the contributions made in the different entrepreneurial projects.

Once a campaign has been successfully completed, the commitment to participate will be firm and the sponsors will digitally sign a Document of Accession to the Participants' Agreement, which will govern the relationship between the project participants, i.e. the sponsors and co- founders.

The process of contributions to entrepreneurial projects in EKITER has no cost for the Backer. However, if a Backer wishes to withdraw their contribution commitment during the period that the campaign is open, they can do so, but they will have a penalty of 10% of the committed contribution.

The sponsors will be able to follow the operations of their contributions in a control panel of EKITER (Dashboard) where the evolution of their participation in the different projects will appear.

PROJECT AND RESOURCE MANAGEMENT

The entrepreneurial project is managed by the Entrepreneurial Team. The sponsors can follow the evolution of the project based on the information provided by the Entrepreneurial Team, according to the commitment that appears in the Participants Agreement.

RISKS

Backers must be aware that EKITER publishes entrepreneurial projects in the initial phase that usually seek funding or collaborators. EKITER does not evaluate the technical or economic viability of such projects, so sponsors must consider that entrepreneurial projects in this phase have a high risk of failure. It is not advisable to commit personal resources that you are not willing to lose as no one will refund a contribution made to a project if it is not successful.

EKITER does not intervene with any special measures to eliminate the risk of project failure or fraud by the members of the Entrepreneurial Team. It is the users of the Platform themselves who value the Entrepreneurial Teams through their comments and assessments. A system of reputation is enabled to evaluate the performance of each Entrepreneurial Team when managing their project.

DILUTION OF SHAREHOLDING

Sponsors should note that any contributions made through the Platform may be subject to possible future dilution. Dilution of the sponsors' participation may occur when a project opens a new funding campaign, hires collaborators or works on the project without being paid according to the commitments in the Participants' Agreement. Thus, in the case of a funding campaign where existing participants do not come forward with contributions, their percentage share will be reduced because, although they maintain the same number of tokens as they had, the total number of tokens in the project will be higher after the campaign.

REWARD LIQUIDITY

Liquidity means the ability to convert assets into cash. In the case of EKITER it would be the ease with which the points/tokens of a project can be sold. EKITER has designed an exchange forum (currently under development) so that users can buy and sell tokens in an agile way. In the case of the members of the Entrepreneurial Team and given their commitment, they will not be able to sell their tokens in this exchange forum, however, they will be able to buy tokens.

The tokens for each project are specific to that project and cannot be interchanged with tokens for another project.

The exchange forum is permanently open for all projects of the Platform. However, if a project has a funding campaign open, during that period of time, no transactions can be made on that project's exchange forum.

OPERATIONS AND SECURITY

The entire operation of the Platform has the highest standards of online security, through a digital certificate issued by DigiCert Inc, which has the security algorithm: SHA-256 with RSA encryption (1.2.840.113549.1.1.11) and a key size of 2,048 bits.

COMPANY FORMATION

This process is external to EKITER and the information provided in this section is for guidance only, so it is advisable to hire an expert lawyer to carry out the constitution operation.

When the entrepreneurial project reaches a point of maturity such that it is decided to create the company, if the participants are very numerous, a problem can be generated to manage the legal constitution of the company.

Spanish law requires that when a company is incorporated, all shareholders or their representatives sign in person before a notary. However, this same legislation allows that if the company is already incorporated, new and old partners can participate in a capital increase without having to go to the notary.

Therefore, in the event that there are many participants, as happens in any crowdfunding process, the Entrepreneurial Team can set up the company and immediately afterwards carry out the expansion with the rest of the partners with the initial participation is maintained.

EKITER'S RESPONSIBILITIES

The users of the Platform declare to know and accept that EKITER does not guarantee and excludes any responsibility in relation to:

  • The evolution of the published projects, nor on the capacity to achieve the objectives proposed by the entrepreneurial teams;
  • The truthfulness, accuracy and precision of the information given by the Entrepreneurial
  • Team of an entrepreneurial project;
  • The existence of technical errors in the use of the Platform in any of its functionalities or applications, funding commitments, or the execution of contributions, provided that EKITER makes its best efforts to correct the problems due to the error as soon as such information comes to its knowledge;
  • Services provided by collaborators or third parties advertised on the Platform, such as legal services, notaries, trade registrars or other professionals;
  • Any damage resulting from the use of the Platform.

The Sponsor further states that it is aware of:

  • That there is a high degree of risk that a significant percentage of the entrepreneurial projects may fail or not reach the proposed objectives and the sponsor lose their contributions.
  • That it is your exclusive responsibility to carry out any act aimed at receiving advice that you consider appropriate in order to make decisions to contribute to entrepreneurial projects through the Platform.
  • That the information, suggestions and tools offered on EKITER's website do not constitute financial advice or financing service activities, nor should they be understood as recommendations from EKITER to carry out contributions. Each Backer should make their own decisions independently.
  • That EKITER will not be responsible for any action or decision taken by the Sponsor based on the information published on the Platform.
  • That data and information owned by EKITER cannot be retransmitted, redistributed, published, displayed or disclosed to third parties without the permission of EKITER. Exception is made in the case of legal obligation.

COMMUNICATIONS AND PRIVACY

The information or communications made by users in the forums only reflect the opinions of their authors. EKITER will not be responsible for the content or form of such communications, statements and opinions expressed by users on the Platform or any action resulting from participation in any of them.

Users acknowledge that personal information communicated by the user in the media provided for this purpose may be seen and used by others and may result in unsolicited communications. EKITER reserves the right to disclose any content that is published on the Platform in order to comply with any laws, regulations, legal processes or government requests that may be applicable.

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