PUBLIC OFFER FOR INVESTORS
"Hypercube Ventures" LP, Canada, business identification number 270436181, (hereinafter refer to as the “Administrator”) gives access to the use of its web-site: https://hypercube.vc with whole its functional on the terms which expounded in this document below, that is official public Offer of the Administrator for the conclusion of Treaty on Rendering of Services to the unlimited circle of individuals and/or legal persons (hereinafter refer to as the "Investor"). The moment of complete, without any exceptions, acceptance of the Offer by Investor is the moment of registration on the Web-site of Administrator in the order set by Agreement.
1. DEFINITIONS AND TERMS
1.1. For the purposes of this document, the following terms are used in the following meaning:
Administrator – “Hypercube Ventures” LP, registered under the laws of, Ontario, Canada.
The site of the Administrator - a website, located on the Internet at https://www.hypercube.vc
Investor - a legal entity or an individual who has declared himself to be a person interested in implementing a project by contributing funds to the project chosen by him on the terms, Determined by the investment contract.
The project - a User`s project that requires investment, or is an offer to sell, to develop, or is a ready business, etc., located in the database of projects on the Administrator`s Site.
User - a legal entity or an individual registered on the Site of Administrator as an Author (Entrepreneur), who placed on the Site of the Administrator the description of his Project. Each User gets an individual login and password from the Administrator.
Authorization - the process of identifying the Investor by analyzing the data entered by it, which determines the Investor`s right to receive the Service.
Agreement – an agreement between the Administrator and the Investor for the provision of Services, which is entered in by the Acceptance of this Public Offer.
Information – any information, advertising and other materials posted on the Site of the Administrator by the Investor, Administrator and other users of the Administrator`s Site.
Content – the content of the pages of the Site of the Administrator, including: texts, graphics, multimedia, computer programs, images, trademarks, logos, hypertext links, fragments thereof, other objects placed on a paid or unpaid basis.
Personal Cabinet — a section for registered Investors, which contains all the basic tools necessary to work with the site.
Credentials — e-mail address of the Investor, password, first name and/or surname and name is used for access the Administrator`s site.
1.2. Terms which are not defined in clause 1.1 of the Offer may be used in the Agreement. In case if an unambiguous interpretation of the term is absent, the text of the Offer should be guided by the interpretation of the term by the laws of England and Wales.
2. THE SUBJECT OF THE AGREEMENT
2.1. The subject of the Agreement is rendering by the Administrator to the Investors of services on searching of information about the Projects placed by Users on the Administrator`s Site.
3. ACCEPTANCE OF THE OFFER. PROCEDURE OF SERVICE RENDERING
3.1. Services under the Contract are rendered only to registered Investors on the Site of the Administrator.
3.2. The Investor is registering on the Site of Administrator after full and unconditional acceptance of all the terms of this Offer.
3.3. The Investor`s registration is completed after an acceptance of this Public Offer and taking by him/her of obligations of the fulfillment of all conditions of the Agreement.
3.4. The Investor is responsible for the reliability and up-to-date of his / her personal data when registering. In the event of a change in the submitted personal data, the Investor must immediately make appropriate changes ("Personal Cabinet" service).
3.5. When registering, the Investor specifies an e-mail address and a password that allow access t/o the Site, including to the Personal Cabinet.
3.6. A notification of registration and an electronic link to the website address, whereby the Investor confirms its registration, shall be sent via e-mail to Investor.
3.7. The e-mail address and the selected password are means of identification on the site. The Administrator does not bear any responsibility for the safety of data, allowing to use the created account. All actions that are committed using the account are considered to be committed personally by the Investor. All information received using the account is considered information that is used personally by the Investor or with the consent of the Investor.
3.8. After completing the registration procedure, the Investor will be able to access full information about each Project posted on the Site, as well as other information provided according to Agreement and the Site`s capabilities.
3.9. The Investor has the right at any time to delete his account and all the information contained therein by contacting the Site Administrator. The Administrator has the right to request additional data to accurately identify the Investor as the person authorized to manage the relevant account. Failure to provide these data shall be the reason not to satisfy the application.
4. FEATURES OF SERVICES RENDERING
4.1. The Investor has the opportunity to search for Projects on the Administrator`s Website after completing the registration process, by clicking on the "Become an Investor" button at https://hypercube.vc/
4.2. Information about the Investor is posting on the Administrator`s Site.
5. RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1. The Administrator is obliged to:
5.1.1. Provide the Investor with 24-hours access to the Site in accordance with the terms of the Agreement with the exception of the periods of suspension of the Site operation on the basis of clause 5.2.1 of this Offer.
5.1.2. Ensure the functioning and operation of the Site and undertakes to promptly restore its working capacity in the event of technical failures and interruptions.
5.1.3. Ensure confidentiality of information provided by the Investor to the Administrator in accordance with the terms of the Agreement on the protection of personal data.
5.1.4. Embodying the concept of "The Future Secured by Guarantees", in the event of the Investor`s sudden death or loss of legal capacity, to organize the transfer of assets to the Investor`s heir (-s) indicated by the Investor during the registration, or to his guardian, in the most convenient way after they provide documents confirming death or loss of the Investor`s legal capacity. If the Investor does not specify the heirs during the registration, the Administrator carries out their search independently within 10 years from the moment when the Administrator became aware of the Investor`s death or loss his (her) legal capacity.
5.1.5. Provide the Investor through his Personal Cabinet with electronic extracts from the registers of shareholders (participants) of the Projects in which the Administrator has acquired corporate rights using the Investor`s funds, indicating the amount of investment, the size of the stake in the authorized capital of the Project, the amount of dividends and other information, reflecting the Investor`s participation in the Project.
5.2. The Administrator has the right:
5.2.1. to suspend temporarily rendering of Services to the Investor for technical or other reasons interfering with the provision of the Services, while eliminating such reasons.
5.2.2. to suspend of rendering of the Services and / or terminate the Agreement ahead of schedule unilaterally without preliminary warning in case of a repeated breach by the Investor of the obligations and / or guarantees accepted in accordance with this Offer.
5.2.3. to check the information placed for free access for compliance with the requirements of the Agreement and, in case of revealing discrepancy of the information being placed, it is entitled to bring it in compliance with the requirements of the Agreement, refuse to place or terminate the placement of the Information. The entire responsibility for such use and any consequences of such use, as well as for the content of the Information placed by the Investor and its compliance with the requirements of the legislation, the Investor bears independently.
5.2.4. In case of termination of the Agreement or termination of rendering of services to the Investor, the Administrator may at any time, without preliminary warning and agreement of the Investor, delete all the Investor`s data on the Site without the possibility of their recovery. The Administrator is exempt from any obligations related to the Investor`s Data.
5.2.5. to acquire of corporate rights (stocks, shares) in the Projects, using the Investor`s funds, with subsequent payment of dividends to the Investor in proportion to the amount of its contribution to the acquired corporate rights.
5.3. The Investor obliged:
5.3.1. To read the provisions of the Agreement before registering on the Site.
5.3.2. Observe the terms of the Agreement.
5.3.3. When preparing, creating, modifying the Information on the site, comply with all the requirements of the Administrator set forth in the Agreement.
5.3.4. Provide other information which is necessary for the Administrator to render services within 1 (one) business day from the time of the Administrator`s request.
5.3.5. Do not transfer his (her, its) credentials to third parties.
5.3.6. Do not use Third Party`s credentials.
5.3.7. Immediately inform the Administrator about unauthorized access to the Account settings or Personal Cabinet, unauthorized access and / or use of the Investor`s password and login;
5.3.8. Refrain from posting, distributing, or otherwise using information that is vulgar or obscene, contains threats, discredits, offends, defames the honor, dignity or business reputation of third parties, violates the privacy of others; or contains obscene language, pornographic images and/or texts, scenes of a sexual nature involving minors; or contains scenes of violence, or inhuman treatment of animals; or contains a description of the means and methods of suicide, any incitement to commit it; or promotes and/or foments racial, religious, ethnic hatred or enmity, propagates fascism or other ideology of racial superiority; or contains materials of an extremist nature, propagates criminal activity or contains advice, instructions or manuals on the commission of criminal actions, contains information of limited access, including state, trade secrets, information about the private life of third parties; or contains advertising or describes the attractiveness of the use of drug substances, information on the distribution of drugs, recipes for their manufacture and advice on use; or contains information about network marketing; or is fraudulent, violates other rights and interests of citizens and legal entities.
5.3.9. Refrain from illegal collection and processing of personal data of other Investors and Users.
5.3.10. Refrain from sending spam and advertising messages to other Investors and Users.
5.4. The investor has the right:
5.4.1. To obtain access to complete information about an unlimited number of Projects on the Site in the manner and in accordance with the terms and conditions set forth in the Agreement.
5.4.2. To change the Information placed for free access in compliance with all requirements established by the Agreement.
5.4.3. To post information about their Projects, accepting the Public Offer for Users, and filling in the relevant questionnaire at https://hypercube.vc/main/add_project.
6. RIGHTS TO THE CONTENT, PLACED ON THE SITE
6.1. All the results of intellectual activity used and posted on the Site, as well as the Site itself, are the intellectual property of their legal rightholders and are protected by international treaties on the protection of copyrights and other objects of intellectual property rights.
6.2. Content, as an object of intellectual property, can not be copied (reproduced), processed, distributed or otherwise used in whole or in parts without the written permission of the rightholder.
6.3. Intellectual rights to all software components on the basis of which the services and functions of the Site operate, the design of the pages, the trademarks, and the materials posted by the Site Administrator are owned by Hypercube Venture LP and can not be used without the written consent of authorized persons of the specified legal entity.
6.4. Content, the rights to which belong to the Administrator, can not be used without the written consent of the Administrator, unless otherwise expressly stated during the placement of such Content.
7. COST OF SERVICES
7.1. Registration on the website of the Administrator and provision of information about the Projects are free of charge.
8. PERIOD OF VALIDITY OF THE AGREEMENT AND CHANGES OF THE TERMS OF THE AGREEMENT
8.1. The Agreement can be changed/updated by the Site Administrator unilaterally without any special notification of the Investor. In this regard, Investors are advised to check regularly the text of the Agreement on the Site. If using of the Site is continued by Investor after making changes / amendments by the Administrator, the Investor should be meant as if he accepted such changes / amendments.
8.2. The agreement and amendments to it come into force from the moment of posting on the Internet at https://hypercube.fund/ and is valid until the time of withdrawal by the Administrator.
8.3. The Administrator reserves the right to change the terms of the Agreement, as well as to the Mandatory documents, and / or withdraw the Agreement, as well as to terminate any of the Mandatory Documents at any time at its discretion.
9. TERMINATION OF THE AGREEMENT
9.1. The agreement can be terminated:
9.1.1. By mutual agreement of the Parties at any time.
9.1.2. For other reasons stipulated by this Agreement or the laws of England and Wales.
10. RESPONSIBILITY AND LIMITATION OF LIABILITY OF THE PARTIES
10.1. For breach of the terms of the Agreement, the Parties are liable under this Agreement and the laws of England and Wales.
10.2. The parties are exempted from liability for partial or complete non-fulfillment of obligations under this Agreement if this failure was a consequence of force majeure circumstances that arose after the conclusion of the Agreement or if failure to fulfill obligations by the Parties under the Agreement resulted from events of an emergency nature that the Parties could neither foresee nor Prevent by reasonable measures. The circumstances of the force majeure include events to which the Party can not exert influence and for which it is not responsible, including: war, insurrection, strike, earthquake, flood, other natural disasters, fire, power supply failures that occurred without fault Parties, actions and acts of authorities adopted after the conclusion of the Agreement and making it impossible to fulfill the obligations established by the Agreement, and other unforeseen circumstances and events and events beyond the control of the parties But not limited to.
10.3. The Investor is liable in full for the reliability of the information specified by him when registering on the Site of the Administrator.
10.4. The Investor is obliged to resolve disputes and settle third-party claims in respect of the Information in connection with its placement under the Agreement, or to compensate the losses (including legal costs) caused to the Administrator in connection with claims and suits, based on the Information placed by the Investor under the Agreement.
10.5. In case of an infringement by the Investor of the terms of the Agreement, the Administrator has the right to suspend the rendering of the Services until the Investor has eliminated the violations and has compensated of the losses caused to the Administrator by such violation in full and / or terminate the Agreement with sending the relevant notice to the Investor at the e-mail address of the Investor specified during the registration.
10.6. The Administrator assumes no responsibility for any errors, misprints and inaccuracies that may be found in the materials published on the Site by the Investor. The Administrator shall make all necessary efforts to ensure the accuracy and reliability of the information provided on the Site, but can not guarantee that the information posted by Users is true, and financial calculations will not require adjustments.
10.7. The information materials presented on the Site are of a reference nature and can not be considered as a guarantee that the Project has the described properties and characteristics.
10.8. The investor is solely responsible for the safety and confidentiality of the registration data (login and password). All actions taken in respect of information posted by the Investor using the Investor`s login and password are considered to be made by the Investor. The investor is solely responsible to third parties for all actions performed using the Investor`s login and password. The Administrator is not liable for unauthorized use of the Investor`s registration data by third parties.
11. OTHER CONDITIONS
11.1. The Agreement, its conclusion and execution is governed by the laws of England and Wales. All matters not regulated by the Agreement or not completely regulated are governed by the laws of England and Wales.
11.2. Any notifications under the Agreement may be sent by one Party to the other Party:
1) by e-mail, taking into account the address of the Investor specified at its registration and the e-mail address of the Administrator specified in the Requisites.
2) through the Investor`s Personal Cabinet;
11.3. In case if one or more of the provisions of the Agreement are for any reason null and void, which have no legal effect, such invalidity does not affect the validity of any other provision of the Agreement that remains in force.
11.4. Any dispute arising out of or in connection with this Agreement, including any matter regarding the existence, validity or termination of this Agreement, shall be referred to and ultimately resolved by the London International Arbitration Court in accordance with the LCIA Regulations, which are considered part of this Offer.
The number of arbitrators is three.
The place of arbitration is London, England. The language of the arbitration shall be English. The law governing this Agreement is the material law of England and Wales.
11.5. By accepting this Public Offer, the Investor gives its unconditional consent to the use and processing of his/her personal data, while the Administrator obliged to act in full compliance with the Data Protection Act (UK) 1998 when using and processing the personal data of the Investor.