General Conditions

General Conditions


1. Objective, modifications and services

1.1. The present General Conditions, the corresponding descriptions of services and the list of rates, that in each case are established, will regulate the provision on behalf of Consultora de Gestión, Edificación, Regionalización y Organización de la Navegación, S.L. (hereinafter, the ORGANIZATION) for services provided through the website ROADSHOW CAPITAL(hereinafter, the Services), in addition to other services that in the future may be offered to the USER in exchange for the corresponding payment. These Services shall provide the USER with the rights of use to the products offered, subject to the time periods, conditions and terms of the present general conditions.

1.2.The ORGANIZATION may modify the content of the present General Conditions by accepting the USER; in the communication sent for these purposes, the ORGANIZATION will provide the USER with the information related to the modification in addition to the consequences of their non-opposition. The modification of the General Conditions shall always consider accepted if the USER does not reject it within a period of four weeks after receiving the communication notifying the modification. If the USER communicates their rejection to the ORGANIZATION within this time period, the General Conditions under which it was contracted shall remain in force.

1.3. The present General Conditions will prevail over any other general conditions that the USER may allege, except for an express agreement to the contrary, which is proven in writing on behalf of the ORGANIZATION.

2. Rights and requirements of the parties

a) USER

On accessing this address www.roadshowcapital.com ("Web page"), you accept, or ratify your acceptance of the obligations established by the legal information included hereinafter. If you do not want to accept these conditions, please leave this Web page.

Only individuals and entities that are based in Spain are entitled to access the information that is available on this Web page ROADSHOW CAPITAL; it is not intended to be used by individuals or entities residing in the jurisdictions of other countries in which (due to the nationality, place of residence or other matters) the publication or the disclosure of this information is prohibited or where the law establishes that other requirements concerning the access, supply, disclosure or the publication of data have to be complied with.The risk involved in investing in new companies is very high and should only be done as part of a diversified portfolio investment. The ROADSHOW CAPITAL Website is intended exclusively for Accredited investors that understand the high risks involved in this type of investment and can make their own decisions. Any user that is an Investor in the ROADSHOW CAPITAL Website must be an Accredited investor, pursuant to the provisions established in article 39 of the Royal Decree 1310/2005 on the Stock Market of Spain. Those who are subject to this kind of prohibition must not access the information contained in this Web page ROADSHOW CAPITAL.

Pursuant to the aforementioned, the ORGANIZATION that is in charge of ROADSHOW CAPITAL cannot be held responsible for individuals or entities of and/or from jurisdictions where accessing the contents of this Web page might be against the existing law in force.

2.1. The USER will have the right to use the Services contracted in compliance with the present General Conditions.

2.1.1 Users acknowledge that the information included in this Web page is purely for information purposes and that it does not form part of or stand for any kind of advice, offer, request or recommendation to buy or sell.

2.2. The USER shall use the Services contracted in compliance with the conditions agreed upon by the parties, the legislation in force and good faith.

2.3. The USER must be of adult age, meaning, older than 18 years old.

2.3.1 Accredited investor

The risk involved in investing in new companies is very high and should only be done as part of a diversified portfolio investment. The ROADSHOW CAPITAL Website is intended exclusively for Accredited investors that understand the high risks involved in this type of investment and can make their own decisions.

Any user that is an Investor in the ROADSHOW CAPITAL Website must be an Accredited investor, pursuant to the provisions established in article 39 of the Royal Decree 1310/2005 on the Stock Market of Spain ( you can find more information here. ).

2.4. The USER must successfully pay for the Service or Services under the terms contained in the lists of prices.

2.5. All information provided by the USER must be correct. For these purposes, the USER guarantees the authenticity of all information that they communicate as a result of filling out the necessary forms. Likewise, the USER shall be responsible for maintaining all information provided permanently up-to-date as corresponds, at all times, to the real situation of the USER. In any case, the USER shall be the only one responsible for false or inexact statements made or the damages caused to the website or third parties by the information provided. The USER accepts to hold the ORGANIZATION free of responsibility from any complaints made by third parties related to the idea, project or company that publishes the information.

2.6. The USER has total responsibility for his or her profile content, information sent and stored, use thereof, hypertext links, third-party claims and legal actions that result from the activity. Finally, the USER is responsible for compliance with the laws and regulations that apply, including but not limited to, the rules related to operating the online profile, electronic commerce, authorship rights, maintenance of public order, in addition to universal principles of internet use.

2.7. The USER shall abstain from using the services contrary to good faith. In particular, but not limited to the following, the USER agrees not to::

Upload, send or transmit in any other way any content that may be contrary to the law, morals, public order or any other damaging, abusive, disrespectful, defamatory, vulgar, invasive, private, racist, or xenophobic content or any other objectable content.

- Damage individuals or collective groups in any way.

- Identify any person or entity in any way, or falsely relate any person.

- Upload, send or transmit content in any way without the necessary rights to do so. Likewise, it is prohibited to send, upload or transmit commercial or advertising content in any other way.

- Upload, send or transmit in any other way any material that contains viruses or any computational code as files or programs designed to interrupt, destroy or limit the functionality of any software, hardware or telecommunications equipment.

- Interfere or discontinue the service or servers connected to the service or disobey any requirement that breaches the policies or regulations of each network connected to the service.

- Intentionally or accidentally violate any local, state, national or international legislation that is applicable.

- Collect or store personal information about other users.

- Post advertisements related to "pyramid schemes", prostitution, gambling or weapons.

2.8. The USER is required to adopt as many safety measures as is convenient or necessary to preserve the confidentiality and secrecy of its Login and Password to access the homepage of the ORGANIZATION, which in all cases shall be personal and non-transferable..

2.9. In case of a breach of any of the requirements indicated in points 2.2, 2.3, 2.4, 2.5, 2.6, 2.7 and 2.8, the ORGANIZATION shall have the right to terminate the contract with the USER, without the USER having any right to complain. Likewise, the ORGANIZATION shall have the right to interrupt the supply of service through prior written notification made with 48 hours of advance, which may be made via email, and if applicable, may later cancel the supply.

2.10 In order to unsubscribe from the platform and cancel the subscription, the USER may communicate this in writing to the following post address Consultora de Gestión, Edificación, Regionalización y Organización de la Navegación, S.L. Ramón Ortiz de Zarate Street 15-6D 01005 Vitoria-Spain or via email to info@roadshowcapital.com or calling to +34.622.547.819

b) ORGANIZATION

2.11. The ORGANIZATION guarantees that the Services contracted shall be provided in the manner set forth in the present General Conditions.

2.12. The ORGANIZATION offers a service performance guarantee to the USER, allowing them to receive a total or partial refund for payments made if the website is less than 99.99% available. If the USER satisfactorily proves to the ORGANIZATION that the total availability of the pages stored is less than the aforementioned number, the USER shall contact the ORGANIZATION to request a refund for the rate proportional to the time of lack of availability. This refund will be subtracted from future purchases of services from the ORGANIZATION. The refunds are not redeemable for money and do not affect the taxes that are applicable. Refunds shall not apply to interruptions caused by (i) periodic maintenance set forth or repairs carried out from time to time by the ORGANIZATION, (ii) lack of availability caused by the USER, (iii) incidences of availability that do not limit the access of the browser to the website of the USER (for example, interruptions to the email service), (iv) suspension of the USER's account due to legal actions taken or posted against the USER or its services; (v) suspension of the USER's account due to violations of the General Contract Conditions, such as, but not limited to, the excessive use of the system, non-payment or incidences of payment or identification of fraudulent behavior of the General Contract Conditions, or (vi) causes beyond the control of the ORGANIZATION or that is not reasonably foreseen by the ORGANIZATION.

2.13. The ORGANIZATION may provisionally limit or interrupt the USER's access and its services when the safety of the network service and the maintenance of the network integrity requires it, and especially to avoid severe interruptions of the network, software or saved data.

These interruptions will be communicated as much as possible, with enough advance to the USER through email. The prior requirement shall not be required of the ORGANIZATION in case of force majeure or if a fall is produced in the data network that serves as a base for provision thereof outside of its will and control.

The ORGANIZATION reserves the right to definitively cancel the aforementioned access if the USER severely breaches its obligations and/or if for reasons outside the will of the ORGANIZATION, is indispensible to making technological changes that prevent the continuation of the service, prior notification to the USER with 15 days of advance. For these purposes, severe breaches shall be considered to be those mentioned in Clause 2.7 of the present General Conditions.

2.14. The ORGANIZATION shall not be responsible for:

The content stored on the space attributed to the user for the service:

·         Possible damages in the equipment due to incorrect use thereof (which shall be the responsibility of the USER):

·         Damages due to an infection from a virus to the equipment;

·         Errors produced by the access providers

·         Any illegal meddling on behalf of a third party;

·         Defective configuration by the USER.

2.15.The ORGANIZATION shall be able to grant the rights and obligations contained in the present General Conditions to one or various third parties. In this case, the USER shall be able to immediately terminate the contract.

2.16. The ORGANIZATION shall freely choose the technical means that may be related to technology and/or infrastructure with the purpose of facilitating the supply of services provided.

2.17. The ORGANIZATION shall not be responsible for the damages and losses of any nature that may cause a third party or the USER as a consequence of improper or illegitimate use of the Services by the USER.

2.18. Any claim made by the USER to the ORGANIZATION shall be submitted in writing, either via email if the USER adds their full name to the letter, as well as their Passport Number/NIF/DNI/VAT number, address, e-mail address, telephone number as well as the owner of the service, and provide an electronic signature to the document, in compliance with the standards in force.

The claim must be sent to the following address: Consultora de Gestión, Edificación, Regionalización y Organización de la Navegación, S.L. Velázquez Street, 15. 28001 Madrid, Spain or via email to info@roadshowcapital.com.

After notifying the ORGANIZATION of the defects or interruptions that are the subject of the claim, the USER shall give the ORGANIZATION a period of 20 days to re-establish the correct operation of the service. During this period of time, the USER shall not be able to make any action against the ORGANIZATION or terminate the contract because of said defects or interruptions.

2.19. The ORGANIZATION shall be responsible for any damages produced as a result of a contractual breach that is due to intentional or severely imprudent behavior of the ORGANIZATION or someone that serves as the ORGANIZATION for compliance with the requirements. If the contractual breach is neither intentional nor severely imprudent, the responsibility of the ORGANIZATION shall be limited to the amount of damages that could have been foreseen or that the celebration of the contract could have prevented.

In any case, except if the legal provisions stipulate otherwise, the amount of the aforementioned responsibility shall be limited to the amount effectively paid by the USER to the ORGANIZATION for the Services contracted.

2.20 ROADSHOW CAPITAL does not provide advice on investment.

ROADSHOW CAPITAL does not provide advice on investment. By no means can it be considered that ROADSHOW CAPITAL is providing financial advice or personalised recommendations to Users, or that there is some kind of client-consultant or client-business agent relationship. The information is published for general use and does not take into account specific objectives concerning investment, financial situations, knowledge and experience or the personal needs of any investor in particular. Consequently, as the investment might not be appropriate for all the investors, please consult your own financial, legal and tax advisors if you have any kind of question or query about the content of ROADSHOW CAPITAL, or whether it is a good idea to make an investment or disinvestment and if there are any risks involved in such. Any analysis included in ROADSHOW CAPITAL has been carried out for informative purposes only. The accuracy or the updating of the analyses cannot be guaranteed, as they are subject to change. ROADSHOW CAPITAL is not obliged to update the documentation published, which means that certain events that occur after the date of publication might not be covered.

In turn, ROADSHOW CAPITAL is not an investment service company or a credit institution and therefore it does not adhere to any kind of investment guarantee fund or deposit guarantee fund.

The ORGANIZATION and third party suppliers do not provide express and implied warranties with regard to the Service and its Content, the quality or suitability of such for specific purposes, or guarantee that this is accurate, up-to-date or complete.

Potential investors must realise that there are risks involved in investing in any of the companies that ROADSHOW CAPITAL has data on and that there might be increases or decreases and that an investor might not get back the amount that they initially invested. As a platform, ROADSHOW CAPITAL is in charge of providing all the investors with the same amount of information and maximize transparency. ROADSHOW CAPITAL cannot guarantee any of the investments made. The investor who decides to invest must be aware of all the risks involved in doing so, which among others, include market risk, counterparty risk, liquidity risk and risk of incorrect or false information.

All the profitability estimates (“IRR*”) that are included in ROADSHOW CAPITAL are for informative purposes only, and cannot under any circumstances whatsoever be considered as being reliable indicators of future results.

Sometimes ROADSHOW CAPITAL might supply a translation of a document. The User is aware of the fact that this Translation has been provided for informative purposes only and is made available so that users get the general meaning of the translated document. The Client must ask a third party for a professional translation, if so required.

Users hereby accept that all the documents and the content included in the Service are provided merely for guidance and that any decision based on such is taken at the exclusive risk of the User.

ROADSHOW CAPITAL is not subject to the authorization or the supervision of the Comisión Nacional del Mercado de Valores (the Spanish government agency responsible for the financial regulation of the securities markets in Spain) or the Central Bank of Spain. Moreover, the information provided by companies has not been checked by these supervisory entities.

2.21 The ORGANIZATION shall do its utmost to make sure that the investor is an Accredited investor. ROADSHOW CAPITAL does not certify the self-accreditation of any of its Users. All Users of the ROADSHOW CAPITAL Platform are advised that the ORGANIZATION cannot guarantee that any investor actually qualifies as an Accredited Investor. Each User is solely responsible for conducting diligence on any Accredited Investor with whom that User interacts on the ROADSHOW CAPITAL Platform. Further, some of ROADSHOW CAPITAL´s Users may be located outside of Spain. ROADSHOW CAPITAL does not verify the compliance of any such Users with the applicable securities laws in their home jurisdiction and relies solely on their self-certification that they are in compliance with applicable laws.

2.22 The ORGANIZATION cannot be held responsible for making sure that the data included in the Web page by third parties is correct, complete, up-to-date or appropriate, nor can it guarantee the information of any Website that can be accessed through a link on our Web page. Under no circumstances whatsoever shall the aforesaid links be considered to be an attempt of the ORGANIZATION to recommend, support or distribute information, products and/or services, or, in general, content owned by third parties that they supply or publish in any type of media. The client shall take on all the risks involved in accessing this type of link or Website.

The ORGANIZATION cannot be held responsible for any possible temporary disagreements that might arise over the version of its printed documents and those available online that are published in the Page Web.

3. Licenses and intellectual property

The ORGANIZATION is the owner, or if applicable, is authorized for use as the legitimate owner, of all rights of authorship, brands, intellectual property rights, know-how and any rights saved that are related to the services contracted by the USER, in addition to the computer programs necessary for its implementation and the information that is obtained about the USER.

The USER must respect the third-party programs that are provided by the ORGANIZATION even if they are free, to which the ORGANIZATION has the necessary rights of use.

By virtue of the present General Conditions, the USER shall not acquire any right or license to the services provided, except for the rights or licenses necessary for compliance with the present General Conditions and only for the temporary duration of the Services contracted. The ORGANIZATION does not accept unsolicited suggestions and/or ideas. All inquiries, feedback, suggestions, ideas or other information any User provides to ROADSHOW CAPITAL concerning the ROADSHOW CAPITAL Platform (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting or posting any Submission, the User hereby grants ROADSHOW CAPITAL full ownership of the Submission as if ROADSHOW CAPITAL had created, developed and posted the Submission for its own purposes. ROADSHOW CAPITAL reserves the right to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign the Submission in any way as it sees fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using the Submission within or in connection with ROADSHOW CAPITAL’s products or services. User also acknowledges that User Submissions will not be returned and ROADSHOW CAPITAL may use Submissions, and any ideas, concepts or know how contained therein, without payment of money or any other form of consideration, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products. For clarification, deal documents and emails or other communications between Users are not considered Submissions; ROADSHOW CAPITAL claims no right, title or interest such documents or communications. Users may not use a false email address, impersonate any person or entity, or otherwise mislead ROADSHOW CAPITAL as to the origin of any Submission. The User agrees to indemnify ROADSHOW CAPITAL for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

4. Rates, duration and payment methods

4.1.Providing the pitch and a teaser in the Roadshow Capital format in addition to 12 months of posting the advertisement on private listings that are only accessible to other companies, investors and advisors registered are free.

In order to post on the internal private listings, the company, investor and/or advisor want to contract added services on Roadshow Capital in order to highlight their advertisement on the website or obtain customized information on Roadshow Capital, the rates and duration are:

In the case of a COMPANY or an ADVISOR that want to highlight the advertisements of their clients:

ADVERTISEMENT HIGHLIGHTED ON THE LISTINGS

·         36 € 3 MONTHS

·         54 € 6 MONTHS

·         72 € 12 MONTHS

ADVERTISEMENT IN FIRST POSITION IN THE LISTING

·         72 € 3 MONTHS

·         108 € 6 MONTHS

·         144€ 12 MONTHS

If an ADVISOR wants to search for new clients:

ADVERTISEMENT HIGHLIGHTED ON THE LISTINGS

·         48 € 3 MONTHS

·         90 € 6 MONTHS

·         96 € 12 MONTHS

ADVERTISEMENT IN FIRST POSITION IN THE LISTING

·         96 € 3 MONTHS

·         144€ 6 MONTHS

·         192€ 12 MONTHS

The rates do not include 21% VAT, which shall be charged additionally.

4.2. The ORGANIZATION shall be able to increase the amount of the rates no more than one time per natural quarter with an advance warning of four weeks before the end of the quarter. In order to make the increase valid, the USER's consent is required, which shall be granted if the USER does not declare its opposition to said increase within four weeks following notification in writing to the following address: Consultora de Gestión, Edificación, Regionalización y Organización de la Navegación, S.L. Ramón Ortiz de Zárate street, 15-6D Vitoria 01005, Spain or via email to info@roadshowcapital.com. If the USER does not declare its opposition, alternatively they will have the right to terminate the contract within the same period of time, after which, the contract shall continue to be valid with the new rates notified.

4.3. The USER shall be informed of the final price, including the applicable taxes when the purchase process is complete and always before delivery by the USER of their order to the ORGANIZATION.

4.4 If a variation is produced in the taxes applicable to the services agreed to, the ORGANIZATION shall be able to adapt its rates as a result.

4.5.The invoice generated during the USER´s registration in ROADSHOW CAPITAL will be issued and sent to the USER by e-mail. The USER accepts use of e-mail as the only applicable means to receive invoices for registration. The generated invoices, once the registration is done, for highlighting ads, customized emails, etc. will be gathered in the profile of every USER inside the option Transactions. These invoices will not be sent by email to the USER.

4.6. Depending on the service provided and the payment method set forth by the ORGANIZATION, payment of the invoices shall be made to the bank account indicated by the USER or the credit card number provided by the USER. The USER expressly authorizes the ORGANIZATION to charge this as debit or credit for the invoices during the entire period of validity of the contractual relationship.

4.7.Payment method

The only payment system permitted by now is PayPal (www.paypal.com).

4.8.If an invoice is not paid, the USER shall cover the expenses of all payment requirements, in addition to the other costs that are attributable to the USER, including fees and costs of the lawyers of the ORGANIZATION.

4.9 The ORGANIZATION reserves the right to suspend the services provided before any incident experienced in charging thereof and/or due to the lack of payment. If the USER does not proceed to pay for the services within 20 natural days following the service billing, the ORGANIZATION may immediately suspend the contract and simultaneously proceed to claim the owned quantities, and may later terminate the contract with the USER due to a breach.

4.10 With regard to positioning the advertisements, advertisements with PREMIUM BANNERS will be shown first, ordered from largest to smallest IRR* (Internal Rate of Return). If there is the same IRR*, USERS who have greater seniority on the platform will be shown first. Later, the rest of the advertisements are shown under the same criteria of IRR* and stage.

5. Offer, formalization and extension of the contract

5.1. After the USER sends the online request, the ORGANIZATION may accept the contract request within a period of 14 days. The ORGANIZATION shall provide the USER with these General Conditions which shall establish the contract so that these General Conditions may be stored and reproduced by the USER. After the USER makes the request, the ORGANIZATION shall confirm the contract by sending a welcome e-mail to the USER that informs them of the activation of the services contracted and the details thereof.

5.2. If the contract is signed for a determined period of time or is agreed to with the USER for a minimum period of validity, it will be extended in each case for the time agreed to or for the minimum period of time, but a maximum of a year, as long as it is not renounced within a period of four weeks before the time agreed to or the finalization of the minimum period. The provisions of the present clause shall apply except when otherwise agreed to by both parties

6. Contract termination

6.1. The contract may be terminated by mutual agreement of the parties.

6.2. The contractual relationship between the ORGANIZATION and the USER that does not have a determined duration may be terminated by any of the parties at any time, without need for any justification..

6.3. The USER may terminate minimum term contracts early as long as the ORGANIZATION is reimbursed for the price difference between said contracts and those that the ORGANIZATION offers at any time as contracts without a minimum term for the same products or services.

6.4. The USER provides continuous access to its account to manage the contract through which it can request the termination of the contract completely or of any services associated thereto. Said request for termination shall generate the delivery of a confirmation e-mail on behalf of the ORGANIZATION, which shall contain the information necessary to complete the termination procedure..

6.5. If the user requests additional services, the contract shall be valid for the same period of time established initially. Additional services may be, based on the waiver regulations, subject to being waived separately, continuing for the remainder of the contract validity.

7. Applicable legislation and jurisdiction

7.1. In the provisions of the present General Conditions, as well as in the interpretation and resolution of conflicts that may emerge between the Parties, the legislation of Spain shall apply.

7.2. The Parties are subject to the final resolution of all controversies resulting from the contractual relationship to the Courts and Judges with jurisdiction at the business incorporation address of the Organization.

8. Several

If one or more of the stipulations of the present General Conditions are nullified, the validity of the rest shall not be affected.

CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT:

The whole team of ROADSHOW CAPITAL adheres to a code of ethics that establishes the procedure for the management of potential conflicts of interest. The code to which the entire ROADSHOW Capital team adheres, is published by the CFA Institute 'Code of Ethics and Standards of Professional Conduct:' It will be considered that it exists a conflict of interest in all those situations in which come in conflict, directly or indirectly, the interest of the clients and the personal interest of any partner, manager or employee of ROADSHOW CAPITAL. If any partner, administrator or employee incurs a conflict of interest (he,she) will have to disclose such situation in writing, by notification to ROADSHOW CAPITAL´s administrator, who will take appropriate action, which will aim to resolve the conflict of interest, and if it is not possible, report to all parties with the greatest possible transparency, the existence of this conflict.

 

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