“We”, Ventury Analytics GmbH, Kleestraße 21-23, 90461 Nürnberg  publicly offer the use of certain software as a service and/or mobile device applications (each an “Application”) to “You”, a user (You alternatively referred to as “User”, all users taken together are “Users”). Please read the following terms and conditions (“Terms”) diligently before accepting them and starting to use the Application.

Article 1                Scope & conclusion of contract

1.1         You conclude a usage contract with us by accepting these Terms.

1.2         The use of the Applications and any our service provided by means of the Applications is governed by these Terms exclusively. You will find the Terms anytime at www.ventury-analytics.de/terms-of-service. We do not accept other terms, including any of your terms and conditions, unless agreed upon explicitly in writing. Any license to our Application is exclusively granted under these Terms and any applicable end user license agreement (“EULA”).

Article 2                The Service

2.1         Free Trial Services: We offer free trial services. You are able to access and use our service for a limited period of time as described on our website or within the order confirmation. At the end of the trial time period any data that you entered can be permanently lost unless you continue under a purchased services basis, downgrade to the free plan or export the data before the end of the Free Trial Period.

2.2         Free Services

Some parts of our Service, as described on the website are permanently free of charge. Also, you may get access as an external user (e.g. lawyer, consultant) to our service free of charge. Due to a grant by the german government german start ups that have not received any funding exceeding 1 million euro in total by equity, convertible loan investments or anything related to it by business angels, venture capitalists, corporates or family offices are able to use the software in full functionality free of charge.

2.3         Purchased Services

For our purchased service you may access the software on a paid basis as specified on the website or in the order confirmation. You are able to downgrade your plan to the free service at any time. We do not grant refunds for fees already paid for Purchased Services, nor do we settle fees in case of a downgrade prior to the end of the Purchased Services Period as stated in the Order Confirmation, except at our sole discretion.

2.4         Support and Training

We will offer basic support and training as specified on our website free of charge. Additional support and training services need to be paid and are subject to a separate agreement in the order confirmation.

2.5         Initial Implementation

The initial Implementation (“Onboarding Services”) includes importing your initial data prior to the start of using our service. We will notify you if any discrepancies are found during the onboarding service. You are able to review the data and sign off within 20 business days of receiving such notice. If you fail to sign off within the 20 day time period the initial implementation will be seen as complete and accepted.

Article 3                Scope of Service, functionality, services and technical requirements of the Applications

3.1         Our services and their scope are specified by these Terms of Use and descriptions of the functionality in the Application and on our website at the time of conclusion of this Agreement. We strive to provide a high quality and error free software; however, we cannot give any assurance in that regard. Please note that no applications are error free. We will address known errors and malfunctions within due time and the applicable processes. As a general rule, all offers besides granting a right to use are considered to be services according to sec. 611 BGB (German Civil Code). We generally do not promise you any success in using the Application or our services. We reserve the right to remove, change or enhance free-of-charge and unpaid functionality; we will inform you about such changes without undue delay.

3.2         We strive to keep the Application and corresponding services available; however, due to the technical setup of such systems we cannot warrant any availability. We do now guarantee or warrant the Application or any corresponding services to be permanently available, accessible, uninterrupted, punctual, safe, accurate, complete and error-free or that they will work without data losses.

3.3         We are entitled to modify the scope of service when a good reason to do so is given. Such reasons can be technological requirements, legal changes in relevant jurisdictions and comparable reasons. We will not change the scope of service where that would lead to an unbalanced contract. Changes to the scope of service other than the foregoing need your consent.

3.4         You agree to provide a suitable running environment for the Application and keeping it up to date.

Article 4                Data Ownership

4.1         All data imported into the application by you or external users an on your behalf.

4.2         Your data belongs to you or the person or company you act for, regardless of how imported the data. (You, third parties or us on your behalf)

4.3         As long as your account is accessible you will be able to export your data from the application in an industry-standard format. In the event of bankruptcy of Ventury Analytics GmbH you may have to request the administrator to access your data. There is a risk that the administrator may deny or charge a fee. In case our export function is not working or your account is inaccessibley you may request us to deliver you an export of your data. This Service will be complete within 30 business days after being give notice unless circumstances that are not under control of Ventury Analytics GmbH make an export impossible.

4.4         Ventury Analytics uses your data just for providing our service. We may conduct anonymized data analytics based on your data, e.g. for generating statistics and reports.

Article 5                Obligations to cooperate and duties of care

5.1         You will provide all information necessary to run the Application and provide the services in due course, comprehensively, error-free and in a non-misleading manner.

5.2         You will use the Application only in line with the requirements set out in in the Applications manual and included documentation. You are bound to cooperate as necessary, for example, by providing the relevant data.

Article 6                Registration, Use of the service and your account

6.1         The use of the Application requires your registration for a user account. You commit to provide all necessary information and to provide it accurately and comprehensively. You will keep the information updated in case of changes.

6.2         You are not allowed to use the services of Ventury Analytics if you are located in a jurisdiction where the use, the publication and sharing of the materials are in any way illegal or restricted.

6.3         The account is personalized. You commit to keep its credentials confidential. In case you become aware of a third party using your account to the Application, you will inform us without undue delay and you will change the account credentials in order to exclude the third party from using the account. You are responsible for protecting your username and password and will inform Ventury Analytics immediately in case of any security breach or theft

6.4         We reserve the right to block the account in case we have indications of abuse. If we see pointers to illicit use or abuse by third parties, we may also block your account in order to prevent further damage; in such cases you will be unable to use your account during the period of blocking. We will inform you about any blocking of account and strive to quickly unblock it.

6.5         By using the service, you also agree that:

(a)   You will not use the service for any illegal purpose.

(b)    You are responsible for all activities that occour when logged in with your username / email and password. This applies weather the log in is authorized by you or any other third party. It applies even to unauthorized access caused by your gross negligence. Ventury Analytics is never responsible for any unauthorized access to your account. Special conditions may apply in case of a security breach.

(c)     The Webseite and the application may send emails to third parties on your behalf, triggered by your account.

(d)     The services are intended for informational purposes only.

(e)     The Services are provided for informational purposes only, without regard to the investment objectives, financial situation or resources of any particular company, and Ventury Analytics does not recommend any action based thereon. The Software is not intended to be a recommendation or offer to buy or sell, or a solicitation of an offer to buy or sell, any securities, financial products or instruments. Investments in unlisted companies involve significant risk and are not suitable for all investors.  You should not enter into any transactions unless you have fully understood all of these risks and have independently determined that such transactions are appropriate for you.  Further, none of the materials contained herein shall be construed as business, financial, investment, hedging, trade, legal, regulatory, tax or accounting advice. Ventury Analytics assumes no responsibility for any actions or omissions you may take based on the information provided through the Software.

Article 7                Intellectual property regarding the Applications, license

7.1         We reserve all intellectual property rights regarding the Application and its contents. Subject to your full payment of any applicable fees for using the Application, we hereby grant you a license to use the IP insofar it is necessary for the personal use of the Application; this solely covers its compiled/object code. Such license is non-transferable, non-sublicenseable non-exclusive.

7.2         Unless mandatorily permitted under applicable law or expressly permitted by us, you are not entitled to alter, decompile, disassemble or analyse the Application.

7.3         Insofar we collect data in accordance with our privacy policy, the usage rights to such data belong exclusively to us. You have all rights as described in the privacy policy.

7.4         We retain all rights regarding designations, trademarks and potential other IP.

7.5         Any updates, upgrades and other later versions of the Application are only covered by the license herein insofar such license has been explicitly agreed upon or if they are provided; any such provision is under our sole discretion unless expressly agreed upon otherwise.

Article 8                No technical support

8.1         Technical support is a purely voluntary and optional offering by us, unless expressly agreed upon or an explicit part of a specific offering.

Article 9                License of user generated and for user-provided content

9.1         In case, you provide or upload material via our Application and such material can be protected under copyright or other laws, you grant us a royalty-free, non-exclusive right to use such material under copyright and any other protection that may apply to it. This license grant is irrevocable and includes all use reasonably necessary for the provision of the service. You will verify the IP situation regarding the user aforementioned material and will assure that you are entitled to validly grant us the rights as set out in this paragraph.

9.2         As for metadata (usage data except the data set out in the foregoing paragraph), the privacy policy and section 6.3 apply.

Article 10           Duties of care

10.1       You will verify that calculations of our Application are correct before implementing any of the situations modeled in the Application.

10.2       For backup purposes, you will retain further copies of all data stored in our Application.

10.3       You agree to abide the laws when using the Application and to refrain from any use that would be illicit, violating public policy or wrongful in any other way.

10.4       You will also take care not to violate any third parties rights.

10.5       You are the sole responsible any interaction with third parties, especially but not limited to communication with third parties. You are also responsible for keeping your installation of the Application and your potential account access data secure.

Article 11           Liability

11.1       We are liable as set out in the applicable laws in cases of intent/wilful misconduct or gross negligently. In other cases we are only liable if we breach duties whose performance is strictly necessary to implement the contract and on performance of which you can regularly rely upon; in these cases, however, the liability is limited to the typical and foreseeable damage. This does not impede liability for damage to life, bodily or health, liability according the German Code about Product Liability (Produktsicherheitsgesetz) and regarding maliciously hidden defects.

11.2       We are not liable for damages caused by an improper use of the Application.

Article 12           Our IP liability

12.1       Unless otherwise agreed, we shall provide the Application free from third parties’ industrial property rights and copyrights (hereinafter referred to as “IPR”) only with respect to the country of the place of purchase or, absent such, the place of delivery. If a third party asserts a justified claim against you based on an infringement of an IPR by the Application as provided by us and used in conformity with the contract, we are be liable to you within two years as of purchase, absent a purchase the year of delivery, as follows:

(a)     We shall choose whether to acquire, at our own expense, the right to use the IPR with respect to the Application concerned or whether to modify the Application such that they no longer infringe the IPR or replace it. If this would be impossible for us under reasonable conditions, you may rescind the contract or reduce the remuneration pursuant to the applicable statutory provisions;

(b)     Our liability to pay damages is governed by Article 10 (Liability);

(c)     Our above obligations shall apply only if you (i) immediately notify us of any such claim asserted by the third party in written form, (ii) do not concede the existence of an infringement and (iii) leaves any protective measures and settlement negotiations to our discretion. If you stop using the Application in order to reduce the damage or for other good reason, you are obliged to point out to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the use has been discontinued.

12.2       Your claims are excluded if you are responsible for the infringement of an IPR.

12.3       Your claims are also excluded if the infringement of the IPR is caused by specifications made by you, by a type of use not foreseeable by us or by the Application being modified by you.

12.4       Further claims made towards us or our agents based on IPR infringement are excluded.

Article 13           Fees and taxes

13.1       You are responsible for all carrier data plans, Internet fees, and other fees and taxes associated with your use of our Services.

Article 14           Term

14.1       The Application can be used as long as a user contract under these Terms is active. Such contract is concluded by accepting these Terms and stays active unless terminated in accordance with the following provision.

14.2       Any user account, registration or similar can be terminated anytime by you or by us. In case we terminate, a 30-day notice period applies.

14.3       We may terminate based on a good cause in case you breach these terms, the license or the applicable laws.

Article 15           Change of service/scope

15.1       We may change the scope of the free version; specifically, we may notify you that we will reserve certain functionality to paying users after a reasonable grace period. Changes to the paid version are subject to the following paragraph No. 14.2.

15.2       We reserve the right to change our offerings and services, to cease provision of certain services and to amend our contact terms anytime. This only allows changes which do not impair your position illegitimately („wider Treu und Glauben“; such impairment is given if the Application significantly changes its character by such change). The following procedure applies to such allowed changes/amendments: (1) we inform you in textual form about the changes; (2) you are entitled to contradict such changes within four weeks as of receipt of the notification; (3) in case you do not contradict, the changes become effective after that period; (4) existing orders/transactions are not affected by such change; (5) if you contradict, the earlier terms and conditions remain in full effect, however, each party has the right to terminate the contract within four weeks as of contradiction (the notice period is as set out in No. 13.2).

Article 16           Miscellaneous

16.1       You are not allowed to assign your rights to another party. We are only allowed to assign the agreement to a party affiliated with us in the meaning of sec. 15 German Stock Code (Aktiengesetz).

16.2       German law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies to this contract.

16.3       This agreement is fulfilled at our seat (place of fulfilment).

16.4       In case of these Terms being provided in different languages, the German language shall prevail.