1.1 These Terms and Conditions (hereinafter referred as „Ts&Cs“) for the use of the www.spacestarters.com website and of all subdomains associated with this domain (hereinafter referred as „SpaceStarters Website“) provide for the business relationships between FunderNation GmbH, Wilhelm-Leuschner-Str. 7, 64625 Bensheim-Auerbach, Germany (hereinafter referred as „FunderNation“) and the companies, projects or associations that are seeking Investors (hereinafter referred as „Company“). Independent of the legal form, organization or purpose of a Company, a clearly identifiable natural or legal person that participates as a contractual partner with the SpaceStarters Website is a requirement for the participation in the SpaceStarters Website. In any case, only one individual having power of representation may act within the scope of the Company's participation with the SpaceStarters Website; at FunderNation's request, proof of the authorization to represent the Company must be furnished. The Companies' contracting party and the operator of the SpaceStarters Website is FunderNation.
1.2 The SpaceStarters Website provides companies with the opportunity to present their business model and receive feedback on their business model from other SpaceStarters Website participants. In addition, the SpaceStarters Website provides Investors (hereinafter referred as „SpaceStarters-User" or „Funder“) ith the opportunity to participate in the economic success of three different categories of companies by way of granting profit participating subordinated loans (hereinafter also referred as "Investments"). The Companies are start-up companies, growth companies and established companies. The terms and conditions for the subordinated loans is dependent on the category of Companies the Investment is made in.
1.3 The SpaceStarters Website is an online platform in which Company information is published. Within an individually determined period, Funders are provided with the opportunity to invest in a Company. Each Investment Campaign (hereinafter referred as "Campaign") has an individually determined minimum amount (hereinafter referred as "Funding Minimum") sas well as an individually determined maximum amount (hereinafter referred as "Funding Limit"), which is EUR 6 million per Campaign at a maximum. If a Campaign is successfully completed, FunderNation itself does not become a party to the agreement. Rather, the subordinated loan agreements are concluded between the Funder and the Company or FunderNation Support UG (haftungsbeschränkt / limited liability).
1.4 The following Ts&Cs provide for all services FunderNation provides to the Company (hereinafter referred as „Services“). DThe Ts&Cs are accepted by clicking on the respective button on the SpaceStarters Website within the scope of the Company's SpaceStarters Website registration, as well as - for the avoidance of doubt - within the scope of the conclusion of an agreement on crowdfunding using the SpaceStarters Website (hereinafter referred as "Service Agreement"). The Ts&Cs may be accessed at any time at www.spacestarters.com. The Ts&Cs may be downloaded, printed or stored locally. In addition, on the conclusion of a Service Agreement the Ts&Cs and the Service Agreement are emailed to the Company.
1.5 FunderNation endeavors to have the SpaceStarters Website available at all times. FunderNation will provide an availability of the SpaceStarters Website of 98.5% on average per year. If maintenance work must be performed and for this reason the SpaceStarters Website is not available, FunderNation will inform the Company in a timely manner, if possible. SpaceStarters Website downtime due to maintenance work are not included in the aforementioned availability of the website. FunderNation is not responsible for downtimes caused by the Internet or the network and, in particular, not for downtimes during which the SpaceStarters Website cannot be reached via the Internet due to technical or other problems that are beyond FunderNation's sphere of control (e.g. force majeure or fault on the part of third parties among others.
2.1 The use of the SpaceStarters Website for information purposes does not require the opening of a Company account.
2.2 Active use of the SpaceStarters Website, as well as advertising for crowdfunding using SpaceStarters, requires the opening of a Company account. The opening of a Company account constitutes an agreement between FunderNation and the Company on the use of the SpaceStarters Website. The opening of a Company account is free of charge. When opening a Company account, the Company agrees, among others, to these Ts&Cs and provides the information requested by FunderNation. Within the scope of opening a Company account, the provision of the following information is required: Legal form, bodies that have power of representation, as well as individuals that are authorized to access the Company account (first and last name, and e-mail address), as well as the Company's e-mail address. During registration FunderNation may, at its discretion, ask for the provision of additional data. The Company will use the templates provided by FunderNation and comply with FunderNation's requirements for the provision of the aforementioned information. All data requested by FunderNation on the opening of a Company account must be complete and accurate. The Company is obligated to modify any provided data in its Company account, if such data changes after the registration.
2.3 Within the scope of opening a Company account, the Company chooses a user name and a password. The Company is responsible for the use of its Company account and each Company is obligated to treat its access data confidential and to protect its access data from unauthorized access by third parties. The Company is obligated to promptly notify FunderNation, should the Company have reason to believe that its password or user account is being used without authorization. The Company will obligate the individuals authorized to access the Company account accordingly.
2.4 Company accounts on the SpaceStarters Website may only be opened by individuals having power of representation. Several Companies (e.g. group companies) may not open a joint Company account. A separate Company account must be opened for each Company.
2.5 Company accounts on the SpaceStarters Website are not transferable. Companies may not register several times. The Company may authorize several individuals to access the Company account.
2.6 Companies do not have a claim to the opening of a Company account. FunderNation reserves the right to delete incomplete Company accounts (missing registration information) after a reasonable period.
3.1 FunderNation provides the SpaceStarters Website as a platform for crowdfunding. On this platform, Companies can look for Investors within the scope of Campaigns and Funders have the opportunity to invest in Companies.
3.2 Information on Companies that is presented on the SpaceStarters Website is exclusively provided by these Companies. FunderNation does not examine the plausibility and accuracy of the information provided by the Company and FunderNation does not examine the performance or profitability of a Company. For this reason, FunderNation is not liable for the accuracy and completeness of this information. The Company is responsible for ensuring that content published on the SpaceStarters Website is in accordance with applicable law and does not contain any offensive, discriminating, immoral, racist, pornographic or other inappropriate content. The Company indemnifies and holds harmless FunderNation from and against all claims and damages FunderNation suffers or that arise against FunderNation based on a violation of the above obligation by the Company.
3.3 Certain information and data on the SpaceStarters Website is marked as "confidential" (hereinafter referred as „Confidential Information“). This information must be treated confidential. A Funder may exclusively use Confidential Information in preparation of an Investment decision and may not disclose, publish or disseminate such information to third parties in any way, shape or form.
3.4 The SpaceStarters Website offers Companies the functionality to publish content. Content published by Funders on the SpaceStarters Website is generally not reviewed or checked by FunderNation. Such content does not represent the opinion of FunderNation. The respective Funder is responsible that his / her content published on the SpaceStarters Website is in accordance with applicable law and does not contain any offensive, discriminating, immoral, racist, pornographic or other inappropriate content.
4.1 Companies that are interested in crowdfunding using the SpaceStarters Website, may apply at FunderNation according to Item 2 above for the listing of their Investment Campaign (hereinafter referred as "Campaign") on the SpaceStarters Website. For this purpose, the templates provided by FunderNation are to be used and the respective requirements must be complied with. The respective information and documents may be filed with FunderNation per e-mail (samuel.gerlach@spacestarters.com).
4.2 FunderNation will select, at its sole discretion, the Companies FunderNation will assess in more detail. Within this process, FunderNation will, at its sole discretion, consider the criteria determined by FunderNation („Selection Criteria“). Information on the relevant FunderNation Selection Criteria may be accessed here.
4.3 After the pre-selection of eligible Companies, FunderNation subjects the selected Companies to an assessment. Within this process, FunderNation assesses the Companies based on criteria defined by FunderNation regarding the Companies qualification to participate in the SpaceStarters Website.
4.4 Based on this assessment, FunderNation decides - at its sole discretion - if FunderNation will conclude a Service Agreement with the Company, as described below, and if the Company's Campaign will be presented on the SpaceStarters Website.
4.5 The prior conclusion of a Service Agreement between the Company and FunderNation is a requirement for the presentation of the Company's Campaign on the SpaceStarters Website. The subject matter of the Service Agreement are the specific crowdfunding provisions on the SpaceStarters Website.
4.6 After the final selection of a Company, FunderNation sends a Service Agreement draft to the Company and releases the "Start Campaign" form in the Company's account.
5.1 The Company must enter into a Service Agreement to start an Investment Campaign on the SpaceStarters Website. Prior to the conclusion of a Service Agreement, FunderNation will provide the Company with a Service Agreement draft. By sending the agreement draft per e-mail (samuel.gerlach@spacestarters.com) that has been signed by all involved parties of the Company (in particular shareholders and managing directors) the Company places an offer for the conclusion of a Service Agreement. The Service Agreement comes into existence based on the transmission to the Company of the Service Agreement's execution copy signed by FunderNation to the e-mail address that the Company provided during registration. The Company does not have a claim to the conclusion of a Service Agreement.
5.2 The Company, the Company's shareholders and managing directors, FunderNation and FunderNation Support UG (haftungsbeschränkt / limited liability) become parties to the Service Agreement. The particulars are provided for in the Service Agreement. The Company will be instructed on the particulars of the specific Service Agreement in a timely manner and in the appropriate form.
5.3 The Company hereby authorizes FunderNation to conclude the Investment Agreements with the Funders on behalf of the Company according to the terms of the respective Campaign.
5.4 The Company may offer additional benefits (hereinafter referred as „Rewards“) that the Company wants to provide to Investors after the successful completion of a Campaign. If a Company offers certain Rewards, the Company is obligated to pay such Rewards. The Company is exclusively responsible for the payment of these Rewards. FunderNation is not liable for the payment of these Rewards by the Company.
6.1 The opening of a Company account on the SpaceStarters Website is free of charge.
6.2 In the event the Company enters into a Service Agreement with FunderNation and FunderNation Support UG (haftungsbeschränkt / limited liability), remunerations for the benefit of FunderNation and FunderNation Support UG (haftungsbeschränkt / limited liability) apply that the Company is obligated to pay. The particulars are contained in the Service Agreement concluded between the Company and FunderNation and FunderNation Support UG (haftungsbeschränkt / limited liability).
6.3 Companies may only offset against remuneration claims that are due and / or against future claims that are recognized by declaratory judgment or are uncontested.
7.1 The Company does not have a claim against FunderNation for the operation of the SpaceStarters Website and the provision of the associated gratuitous services. On the other hand, the Company may discontinue the use of the services at any time.
7.2 FunderNation reserves the right to temporarily or permanently discontinue, restrict or change the SpaceStarters Website or individual services - e.g. for technical or legal reasons.
7.3 FunderNation will inform the Companies on impending changes or discontinuations, if possible.
Notwithstanding other statutory requirements for damage claims, FunderNation's liability for damages is subject to the following exclusions and limitations of liability:
8.1 FunderNation is liable without limitation for intent and gross negligence, as well as for damages arising from injuries to life, body or health.
8.2 In cases of slight negligence, FunderNation is only liable for the violation of a material contractual obligation [Kardinalpflicht]. A material contractual obligation in terms of this Item is an obligation, whose performance is a requirement for the proper execution of the agreement and for this reason the contracting party may routinely rely on the performance of such obligation. FunderNation's material contractual obligations include, in particular, the provision of the SpaceStarters Website according to Item 1.5, as well as the required cooperation for the conclusion and execution of Investments.
8.3 The liability according to Item 8.2 above is limited to the typical, foreseeable damage on the agreement's conclusion date.
8.4 Any liability of FunderNation in addition to Items 8.1 through 8.3 is excluded.
8.5 The limitations of liability apply accordingly for the benefit of FunderNation's employees, agents and subcontractors.
8.6 Any liability of FunderNation for given guarantees and for claims based on the Product Liability Act [Produkthaftungsgesetz] remain unaffected by the above provisions.
9.1 Companies are liable for all damages arising from a violation of these Ts&Cs.
10.1 These General terms and Conditions are governed by the laws of the Federal Republic of Germany.
10.2 If a Company does not have a general place of jurisdiction within Germany or another EU member state or the Company is a businessman or the Company has relocated his / her permanent domicile abroad after these Ts&Cs became effective or the seat of the Company is unknown on the date an action is brought against the Company, the exclusive place of jurisdiction for all disputes arising from this agreement is Frankfurt am Main, Germany.
10.3 Should individual provisions of these Ts&Cs be or become void or ineffective, in whole or in part, and / or are in conflict with statutory provisions, this does not affect the effectiveness of the remaining provisions. Invalid or ineffective provisions are replaced by statutory provisions (Section 306 Para 2 German Civil Code [BGB]). Otherwise, the parties will replace the void or ineffective provision by an effective provision that most closely reflects the economic meaning and purpose of the ineffective provision, provided a supplementing interpretation of the agreement does not have priority or is not possible. The above provision also applies if the parties failed to address a certain matter in this agreement.
10.4 FunderNation reserves the right to amend these Ts&Cs at any time without giving any reason. FunderNation is, in particular, authorized to make such amendments, if an amendment of concluded agreements is required and / or - at FunderNation's discretion - is reasonable due to changes in law i.e. regulatory requirements. The Companies will be informed of the planned changes by e-mail at the latest one month prior to the scheduled effective date of the new version of these General Terms and Conditions. The amended Ts&Cs are considered accepted, if a Company does not object to the applicability of the new Ts&Cs vis-à-vis FunderNation in writing or in text form within one month from the receipt of the e-mail. In the e-mail that contains the amended conditions, FunderNation will separately draw the Company's attention to the importance of the one month deadline and the right to object, as well as the legal consequences of the Funder's silence. The Ts&Cs as amended may be accessed at www.spacestarters.com.
Copyright: July 2019
