Term of use - Company - NDA - Company

Terms of use

1. TERMS OF USE

These terms of use (together with the documents referred to in them) tell you the terms on which you may make use of our website (alfarealgroup.com), our Alfareal Direct Investments platform (alfareal.io) and any of their sub domains (“our platform”), whether as a visitor, a registered member or an accredited investor. Use of our platform includes accessing, browsing or downloading information.

Please read these terms of use carefully before you start using our platform. We recommend that you print a copy of these terms of use for future reference. By using our platform, you confirm that you accept these terms of use and that you agree to comply with them and any applicable laws and regulations. If you do not agree to these terms of use, you must not use our platform.

If you are using our platform on behalf of an organization of which you are an employee, officer, agent or other contractor, such organization will be responsible to us for ensuring you and any other person who uses our platform on the organization’s behalf complies with these terms of use. You confirm that you have the authority to accept such responsibility on behalf of your organization.

2. OTHER APPLICABLE TERMS

These terms of use refer to our privacy and cookies policy (https://alfarealgroup.com/en/library), which also applies to your use of our site. We make certain content on our site available to all users. However, registered users are able to see other parts of our site that contain confidential information. You will need to register as a user and agree to a non-disclosure agreement in order to see such information. The terms of the non-disclosure agreement form part of our agreement with registered users. For regulatory and legal reasons, before you are able to see details of any live investment opportunity on our platform, you will need to fall within a category of permitted investors. To be able to invest, you will need to agree to additional terms and conditions governing each investment on our site (the “subscription agreement”).

3. ABOUT US

Our site is operated by Alfareal Technology & Investments S.L. (“we”, “us” or “our”). We are registered in Spain under company number B02785491 and have our registered office at Calle del General Pardiñas 116, P6, 288006, Madrid, Spain.

4. CHANGES TO THESE TERMS AND OUR PLATFORM

We may revise these terms of use at any time by amending this page. Please check this page from time to time to take notice of any changes we make. Your continued use of our site shall be deemed acceptance of any such changes and you acknowledge that they shall be legally binding on you. We may update our site from time to time and may change the content at any time. However, please note that any of the content on our site could be out of date at any given time and we are under no obligation to update it.

5. ACCESSING OUR SITE

Our platform is made available free of charge. We reserve the right to restrict access to some parts of our platform to registered users and permitted investors. We do not guarantee that our platform or any content on it, will always be available or be uninterrupted or that it will be free from errors. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our platform. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

6. ACCOUNTS AND PASSWORDS

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any other person. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.

7. INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in our site, including the material published on it and the software and programming behind our site. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organization to content posted on our site.

You must not:

• modify or copy the hard or soft copies of any materials you have printed off or downloaded in any way;

• use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text;

• attempt to decompile or reverse engineer any software contained on our site;

• remove any copyright or other proprietary notations from the materials; or

• transfer the materials to another person or copy (in whole or part) the materials on any other site or server.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged. If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

8. RELIANCE ON INFORMATION

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on our platform.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.

9. LIMITATION OF OUR LIABILITY

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Spanish law. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, our site or your reliance on any content on our platform. We will not be liable to you for:

• loss of profits, sales, business, or revenue;

• business interruption;

• loss of anticipated savings;

• loss of business opportunity, goodwill or reputation; or

• any indirect or consequential loss or damage.

10. UPLOADING CONTENT TO OUR PLATFORM

Whenever you make use of a feature that allows you to upload or post content to or on our platform, or to make contact with other users of our site, you must comply with the content standards set out in these terms of use. Any content uploaded or posted by you (“Your Content”) must be accurate (where it states facts), be genuinely held (where it states opinions) and comply with applicable law in Spain and any other country from which it is sent.

Your Content must not:

• be defamatory, deceptive or misleading, obscene, offensive, sexually explicit, hateful or inflammatory or likely to harass, upset, embarrass, alarm or annoy any other person or invade any person’s privacy;

• promote discrimination on grounds of race, sex, religion, nationality, disability, sexual orientation or age, or include or constitute sexually explicit material, violence or any illegal activity;

• infringe any copyright, database right or trade mark of any person;

• breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

• give the impression that it emanates from Alfareal, if this is not the case; or

• assist any unlawful act.

You agree that Your Content will comply with the standards set out in these terms of use. Your Content will be considered non-confidential and non-proprietary. You grant the following royalty free, perpetual, non-exclusive licenses in relation to Your Content:

• a license for us to use Your Content for all purposes in connection with our business; and

• a license for all other visitors to our site to use any of Your Content for all purposes in connection with their use of our site.

We may disclose your identity to any third party who is claiming that any of Your Content constitutes a violation of their intellectual property rights, or of their right to privacy. We may also remove all or any of Your Content from our site if, in our opinion, it does not comply with these terms of use. The views expressed by other visitors to our site do not represent our views or values.

11. VIRUSES

We do not guarantee that our site will be secure or free from bugs or viruses and will not be liable for any loss or damage caused by a virus, distributed denial-of service attack or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our platform or to your downloading of any content on it or on any website linked to or from it. You should use your own virus protection software and ensure it is up to date. You must not misuse our platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our platform, the server on which our site is stored or any server, computer or database connected to our platform. You must not attack our platform via a denial-of-service attack or a distributed denial-of service attack.

12. LINKING TO OUR SITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. We reserve the right to withdraw linking permission without notice. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists or establish a link to our site in any website that is not owned by you. Our site must not be framed on any other site and you may not create a link to any part of our site other than the home page.

13. THIRD PARTY LINKS AND RESOURCES ON OUR SITE

Where our site or platform contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and assume no responsibility for those contents. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

14. DATA PROTECTION

We are committed to keeping your personal information safe. We process personal information in accordance with applicable data protection legislation. Please read our Privacy Policy to understand how we use and protect the information you provide us (a copy of our privacy policy can be accessed on our site).

15. APPLICABLE LAW

These terms of use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual disputes or claims) are governed by Spanish law.

NDA (Non Disclosure Agreement)

This Confidentiality and Non-Disclosure Agreement (the "Agreement") is made and entered into as of the date recorded electronically in the Alfareal Direct Investments ("ADI") platform (the "Effective Date") by and between:

Alfareal Technology & Investments S.L., a company registered in Spain with company number B02785491 and having its registered office at Calle del General Pardiñas 116, 28006 Madrid (“Alfareal”),

and

The user of the ADI platform (the “Recipient”), (collectively the "Parties" and each a "Party").

Reference is made to any investment opportunities selected by Alfareal (indistinctly the "Discloser" or the "Disclosing Party") in Spain and marketed through the ADI platform (the "Opportunities").

Whereas

The Recipient hereby acknowledges that the Discloser has disclosed (or may disclose) from the date hereof information in relation to the Opportunities which shall be considered as Confidential

Information of the Disclosing Party.

To secure the confidentiality of such information, the Recipient undertakes to fulfil this Agreement which shall be governed by the following clauses:

Clauses

1. Confidential Information

1.1. For purposes of this agreement, Confidential Information means any information disclosed by the Disclosing Party, either directly or indirectly, in writing, orally or by inspection of tangible objects which is designated as “Confidential”.

1.2. “Confidential Information” shall mean (but not be limited to):

(i) any and all information and/or documentation, whether economic, accounting, financial, commercial or technical, relating to the Opportunities promoted by the Discloser;

(ii) any information regarding goods or services, processes, products, finances, business and/or commercial plans, studies, valuations, analyses, projections, research, market data, operations, know-how, trade secrets, inventions, equipment, tools, fixtures, parts, samples, drawings, test results, material and manufacturing specifications, suppliers, customers, employees, processes, licensing, without limitation;

(iii) and any other ideas, information or documentation relating to the Opportunities.

2. Purpose of disclosure

2.1. The Recipient accepts the Confidential Information on the terms aforementioned and acknowledges that the use of such information is possible only for the sole purpose of evaluating and assessing the opportunity of participating in the financing of the Opportunities (the “Permitted Purpose”).

3. Recipient obligations

3.1. The Recipient, therefore, acknowledges, agrees and undertakes to:

(iv) Strictly safeguard the Confidential Information and to not disclose it, in full or in part, to any person other than managers, directors, subsidiaries, officers, shareholders, employees or representatives who are strictly involved in the assessment, financing decision making process, advice or negotiation to be carried out in relation to the Permitted Purpose (the "Authorized Person/s");

(v) Not disclose the Party's Confidential Information to any person without the Discloser's prior written consent;

(vi) Use the same degree of care to protect the confidentiality of the Discloser's Confidential Information as the Recipient uses to protect the Recipient's own confidential information of a similar nature, being at least a reasonable degree of care;

(vii) Not use any of the Confidential Information for any purpose other than the Permitted Purpose;

(viii) Restrict the access to such information, except for Authorized Persons; and

(ix) Not share the Confidential Information with other advisers or persons involved in the investment proposal until such parties have executed a confidentiality agreement with the Discloser.

3.2. The Recipient agrees that the Disclosing Party would be irreparably harmed if its Confidential Information were to be made public, disclosed to any third party, or otherwise made available in violation of the terms set forth in this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief in the event of such breach, to recover actual and punitive damages, as awarded by any court of competent jurisdiction.

3.3. The Recipient hereby acknowledges and that it shall immediately notify the Disclosing Party of any unauthorized access by any non-Authorized Person.

3.4. These restrictions do not apply to the extent that any Confidential Information is required to be disclosed by any applicable law or regulation, by any judicial, administrative, governmental, supervisory or regulatory order or request. Notwithstanding this, the Recipient shall promptly notify the Disclosing Party of the terms of such release and cooperate to the extent possible with the Disclosing Party to comply with the request and to preserve the confidentiality of the Confidential Information.

4. Miscellaneous

Under no circumstances shall any part of this document be interpreted as an obligation for both the Recipient and the Discloser to whether execute or conclude any financing agreement regarding the Opportunities. Moreover, the signing of this document does not imply the assumption of exclusive obligations or commitments or indeed any others than those expressly set forth herein.

4.1. Applicable law and jurisdiction.

This confidentiality agreement and any non-contractual obligations arising out of, or in connection with, it shall be governed by and construed in accordance with Spanish Law. The courts of Madrid shall have exclusive jurisdiction to settle any dispute arising out or in connection with this Agreement.

4.2. Duration. This Agreement shall be in force for a period of one year.

4.3. Severability. If any provision of this Agreement is declared null, invalid or unenforceable by a competent Court or Authority, this Agreement will remain in force except for the part declared null, invalid or unenforceable. The Parties will consult and use their best endeavors to agree upon a valid and enforceable provision which will be a reasonable substitute for such null, invalid or unenforceable provision in accordance with the spirit of this Agreement and its terms and conditions.

4.4. Amendments. No amendment of this Agreement will be valid unless it is made in writing and signed by or on behalf of each of the Parties by duly empowered attorneys.

4.5. Acceptance. By way of this letter, the Recipient hereby confirms that is aware of and accepts the content of this confidentiality agreement and undertakes from the date hereof to fulfil all the confidentiality commitments and obligations established herein for the benefit of the Discloser and the legal entity (or entities) by means of which the Opportunities is implemented.