Welcome to Secondaries.io. We appreciate your interest in the service. It is important that you read, understand and adhere to the following General Terms of Service.

These General Terms of Service (hereinafter, “GToS”) constitute an agreement between you and Oversubscribed Capital LLP with the registered address at 43 Berkley Square W1J 5AP London United Kingdom and/or its affiliates (collectively, “Secondaries.io” or “we”) and govern your use of information services and a private communication area furnished by the Platform including the use of the following (collectively, the “Service”):

• the website located at www.secondaries.io (the “Site”);
• all data, information, content or other materials provided by Secondaries.io that are displayed on or made available by means of the Site or other online communication tools (collectively, “Secondaries.io Content”); and
• all data, information, content or other materials provided by users of the Site or other third parties (“Third Party Provider(s)”) that are displayed or made available by means of the Site or other online communication tools (collectively, “Third Party Content”).

The GToS applies to all users of the Platform. In these GToS, the terms “we,” “us” or “our” refer to Secondaries.io, and “you” and “your” refer to the individual using the Service and, if you are using the Service on behalf of a legal entity or organization, such entity or organization. Our Privacy Policy and Disclaimer are incorporated into these General Terms of Service by this reference.

All use of the Platform is subject to the GToS and, in some cases, a Terms of Use Designated in connection with secondary market (hereinafter, “Membership Agreement” as defined below) that you may have executed with us. By accessing and using the Platform, you acknowledge, accept, and agree to the GToS and all other terms, conditions, procedures and policies that may be published from time to time on the Platform by us, each of which is incorporated by reference, including providing truthful and accurate responses to inquiries by Secondaries.io from time to time.

The GToS represents a binding contract between you and Secondaries.io, and together with any other agreements between you and Secondaries.io, including without limitation, a Membership Agreement, that govern your use of products, features, contents, applications and services available on the Platform. Specifically, if you or the company that you represent entered into or will enter into a Membership Agreement, the terms and conditions of the GToS are hereby incorporated into the Membership Agreement by this reference as if fully stated therein. In the event of a conflict between the GToS and the Membership Agreement, the terms of the Membership Agreement shall control. Each User represents and warrants that you have the authority to adhere to the GToS on behalf of the Member Account. If you do not agree with anything contained in the GToS, you are prohibited from submitting information to, accessing information from, or otherwise utilizing the Secondaries.io Platform reserves the right to change the GToS, from time to time, upon notice to Members and Users, who will be notified by the email address registered with Secondaries.io Platform. In the case of any changes to Pricing, Payments and Billing, Secondaries.io will notify the primary user of your Member Account by email 30 days before any change goes into effect. Use of the Platform 30 day following an email notification or an electronic posting announcement of any changes to the GToS shall be deemed to be acceptance thereof by you. In the GToS, we may refer to a User / Member Account /customer /reader / entity as “you”. You agree to keep business information and trade secrets of Secondaries.io, including, but not limited to the terms and pricing set forth herein, and any user account information confidential until such information becomes known to the public generally without your fault and except to the extent that disclosure may be required by law, regulation or legal process.

Definitions

“Professional Investor” is an investor with a special status under applicable financial regulations laws such as “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, or as “Qualified Investor” within the meanings of the Prospectus Regulation (EU) 2017/1129, a person or entity described in (1) to (4) of Annex II of MiFID II (2014/65/EU) or under other applicable to such investor financial regulations laws.

General Terms of Service cover two types of entities:

• a “Member Account” is defined as companies, entities or individuals using Secondaries.io to market or source private capital market transaction opportunities;
• a “User” is defined as an individual who uses the Platform as part of a Member Account and is an authorized person or agent of the Member Account. A Member Account may have one or more Users.

“Secondaries.io”, “we”, “us” or “our” means Oversubscribed Capital LLP, its subsidiaries, affiliates, assignees and its and their officers, directors, employees and agents.

“Content” means the contents of the Platform and any products or services provided or sold by Secondaries.io, including the Platform’s look and feel, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses, advisors, investors and lenders on the Platform.

“Membership Agreement” means any Terms of Use designated in connection with secondary market or other signed agreement (including, without limitation, an order form) that a Member Account has entered into with Secondaries.io.

“NDA” means any non-disclosure, confidentiality or other similar agreement, including any supplements or amendments thereto.

“Contingent Fee” is a compensation for Services and shall be paid in the event that a seller or its representative who is an authorized Member Account or its User of the Platform (the “Seller”) and the Buyer or its representative who is an authorized Member Account or its User of the Platform agree on a transfer of any assets, units, securities or other financial instruments issued or held by the Seller (the “Transaction”) as contemplated in the Membership Agreement that is paid to Secondaries.io in connection with a Consummated Transaction.

“Platform” means the products, features, contents, applications and services provided by Secondaries.io on its websites.

“Deal Opportunity” means an opportunity to either sell a business or seek capital (equity and/or debt) that is offered on the Platform by a Member Account. “Shared Deal Opportunity” is a Deal Opportunity that is shared with a Member Account. “Tail” means the twelve (12) month period following the receipt of a “Shared Deal Opportunity.”

Uses of the Platform

The Platform is designed so that Professional Investors, financial institutions, funds, duly authorized mergers and acquisition, corporate development professionals can confidentially identify, connect, and be found by one another for the purposes of business development, originating and managing investment or merger and acquisition opportunities, and identifying and engaging with relevant capital partners. Any Member Account that wishes to confidentially share a Deal Opportunity shall be permitted to do so as long as the Deal Opportunity complies with the GToS and applicable law and regulations. Member Accounts and Users of the Platform use a variety of tools to initiate such processes, including document creation and hosting tools, deal communication and messaging tools, and a variety of reporting, workflow and analytic tools. Secondaries.io is not involved in any way with the actual transaction between buyers and sellers, and does not render any investment or legal advice in connection therewith as contemplated in the Disclaimer.

None of the information submitted on the Platform with respect to any Deal Opportunity constitutes a solicitation, offer, opinion, or recommendation by Secondaries.io to buy or sell any assets, units, securities or other financial instruments or to provide legal, tax, accounting, or investment advice or services regarding the suitability or profitability of any security of any kind, investment or transaction. Secondaries.io makes no recommendations and offers no opinion in connection with the merit of any Deal Opportunity or the recommendation of any Deal Opportunity to any Member Account. For these reasons, all Users of the Platform agree to be responsible for their own due diligence and the legal and regulatory compliance of any Deal Opportunity, and Secondaries.io makes no representation or assurance about such compliance. Secondaries.io is not responsible for information or material made available through the Platform that contain typographical errors or inaccuracies. In addition, Secondaries.io does not control the information or material provided by other users that is made available through the Platform.

Users are required to provide true and accurate information, and to update and maintain such information, but Secondaries.io cannot and does not confirm the accuracy of information provided. In addition, Users and Member Accounts may be asked, from time to time, to certify certain information regarding their Member Accounts, including User information, information on transactions they are currently working on and information relating to Consummated Transactions.

Eligibility to Use Secondaries.io

The Platform is offered only for your use, and not for the use or benefit of any third party. We may, in our sole discretion, refuse to offer the Platform to any person or entity and change our eligibility criteria at any time. You are solely responsible for ensuring that as applicable to you, the GToS is in compliance with all applicable laws, statutes, ordinances, rules and regulations. Any breach of the GToS shall cause the Member Account and each User that caused any such breach to be liable to Secondaries.io for any and all damages suffered by Secondaries.io. Your right to access the Platform will be immediately revoked where (i) the GToS or use of the Platform is prohibited, (ii) you materially breach the GToS, (iii) to the extent the offering, sale or provision of the Platform conflicts with any applicable law, statute, ordinance, rule or regulation, or (iv) as otherwise contemplated in the GToS.

Secondaries.io reserves the right to refuse service, terminate relationships, and/or cancel membership in its sole discretion

If you do not agree to the GToS, the Membership Agreement, the Privacy Policy, the Disclaimer, or any other subsequently referenced agreements or documentation, you must not access the Platform.

Professional Investor Certification

In order to participate in the Platform, you must be an “Professional Investor” and you hereby represent and warrant that you are a Professional Investor as set forth in our Disclaimer section.

Code of Conduct

Registration

When signing up for the Platform and creating a Member Account or User account on the Platform, you must provide accurate and complete information, and keep your Member Account or User information updated. You shall not:

• select or use as a username a name of another person with the intent to impersonate that person;
• use as a username a name subject to any rights of a person other than you without appropriate authorization;
• use, as a username, a name that is otherwise offensive, vulgar or obscene.

When signing up for the Platform you accept our Privacy Policy and Disclaimer. You are solely responsible for the activity that occurs on your Member Account, and for keeping your User password secure. You may never use another person’s User account or registration information for the Platform without authorization from the Member Account associated with such User. You must notify us of any change in your eligibility to use the Platform (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Member Account or User account. You should never disseminate or disclose login information for your Member Account or User account other than to authorized persons. Only Users shall have the ability to delete a Member Account or their own account.

Acceptable Use

By accepting the GToS, our Privacy Policy and Disclaimer and using the Platform, you agree not to:

• Knowingly enter any false information about a company or person;
• Intentionally misrepresent your relationship to a deal or transaction;
• Provide any false or misleading information to Secondaries.io or any other User or Member Account; or
• Engage in any fraudulent activity of any kind.

If Secondaries.io permits you to input information into the Platform, you may not (and may not permit any third party to) input any information or content that:

• you know is false, misleading, untruthful or inaccurate;
• is promotional in nature, including solicitations for funds or businesses, without the prior written authorization of Secondaries.io;
• constitutes junk mail, spam, chain letters, pyramid schemes or the like;
• is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another’s privacy, offensive, profane, hateful or is racially, ethnically or otherwise objectionable as determined by us in our sole discretion, or otherwise violates the legal rights of others;
• you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• infringes any patent, trademark, trade secret, copyright, right of publicity or other proprietary rights of any party or violates any law or contractual duty;
• impersonates any person or entity, including any of our employees or representatives; or contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, gain access to or limit the functionality of any computer software or hardware, or telecommunications equipment.

You shall not: (i) take any action that imposes or may impose (as determined by us in our reasonable discretion) an unreasonable or disproportionately large load or burden on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Platform (or other accounts, computer systems or networks connected to the Services); (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the website; (v) harvest or scrape any Content from the Platform; or (vi) otherwise take any action in violation of the GToS.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Platform; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder

We reserve the right to access, read, preserve, and disclose information (other than any information that you designate as confidential) to the extent necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the GToS, including without limitation, investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our Members, Users and the public.

Contingent Fees

When set forth in a Membership Agreement, Member Accounts shall pay to Secondaries.io a Contingent Fee in connection with a Consummated Transaction whether the Member Account closes the Shared Deal Opportunity itself or through a newly created entity formed for the purposes of closing such transaction.

Requirement to Disclose

You agree to notify Secondaries.io within fifteen (15) business days, via the Platform or via email or via your Secondaries.io Account Manager when any of the following events have occurred:

• You or your firm / company have submitted or entered into any agreement, memorandum (for example, a written IOI, written term sheet, written LOI, or similar equivalent), or other understanding with respect to a Shared Deal Opportunity.
• The occurrence of a Consummated Transaction.

To the extent a Member Account elects to terminate Membership at any time, the Member Account remains contractually obligated to the above disclosure requirements with respect to any still active Shared Deal Opportunities for the entirety of the Tail Period.

Member Accounts who fail to adhere to the above disclosure requirements may be in “material breach” of the GToS as contemplated and may be suspended, flagged, or removed from the Secondaries.io platform at Secondaries.io’s sole discretion.

Remedies for Failure to Disclose and Pay Contingent Fees on Consummated Transactions

In the event that a Member Account fails to notify Secondaries.io of a successfully Consummated Transaction originated through the Secondaries.io, and through its own means, discovers the Consummated Transaction, the Member Account shall owe Secondaries.io two (2x) times the Fee Rate percentage (specified in the Membership Agreement).

We reserve the right to access, read, and disclose information (other than any information that you designate as confidential) to the extent necessary to enforce the payment of Contingent Fees.

Termination

We may terminate your access to all or any part of the Platform at any time. All provisions of the GToS which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, all applicable fees owed to Secondaries.io, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

If service is terminated or suspended by Secondaries.io due to breach by you or any User of a Member Account, including for non-payment, then you still owe, and must pay to Secondaries.io, the entire amount payable for such term, and any past due amounts will accrue interest.

Applicable law

This GToS and Membership Agreement and all of its terms, conditions and provisions shall be governed by the law of England and Wales, without giving effect to principles of conflicts of law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this GToS and Membership Agreement all of its terms, conditions and provisions (including a dispute relating to the existence, validity or termination of this GToS or any non-contractual obligation arising out of or in connection with this GToS) (a "Dispute"). Each Party agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

Severability

Any finding of illegality, invalidity or unenforceability of any provision or term of the GToS shall not affect the legality, validity or enforceability of any other provision or term of the GToS.