Terms & Conditions

By using the rainbow unlimited gmbh investment projects platform, you agree to the Terms and Conditions contained in this document (‘Agreement’).

Definitions  

“rainbow Platform” means the investment projects platform accessible from the website of rainbow unlimited (www.rainbow-unlimited.com).

“Content” means all information and content available on the rainbow Platform

“rainbow unlimited” means rainbow unlimited gmbh, a Swiss limited liability company, with registered address at Depotstrasse 4, 3012 Berne, Switzerland

“User” in terms of this Agreement means a) Investors and b) Project Owners who interact with the User Content via the rainbow Platform

“Platform Owner” means rainbow unlimited

  1. Users

Project Owners (PO): If you are a Project Owner User and you have been accepted by the Platform Owner, information about your business, including information you consider confidential and designate as confidential will be uploaded. However, be aware that rainbow unlimited has no control over the actions of Investors. Also, though the Platform Owner takes all reasonable steps in accordance with industry standards to prevent it, it cannot be guaranteed that the rainbow Platform may not suffer from a software bug or a hacker attack that will allow unauthorized viewing of confidential material.

Investors: If you are an investor accepted by the Platform Owner, you may have access to a Project Owner’s confidential information and you shoold use your discretion in how you handle that information.

In order to access and use most of the rainbow Platform, you must register for an account. If you are under the age of 18, please do not sign up for an account.

rainbow unlimited shall have no obligation to participate or assist in any way in the event of any dispute between Users.

Notwithstanding the above or anything to the contrary set forth in the Terms of Conditions, rainbow unlimited shall have the absolute and unlimited rights to reject any User, to terminate the account of any User, to delete any User Content, or to publish any User Content that is not confidential, including for the purposes of marketing rainbow unlimited and/or the rainbow Platform.

License to Use: Subject to these Terms and Conditions, which constitute the agreement between rainbow unlimited and you as the User, rainbow unlimited grants to you a non-exclusive, revocable, non-transferable license to use the rainbow Platform. All right, title, and interest in and to the rainbow Platform (excluding User Content) is and will remain the exclusive property of rainbow unlimited.

  1. Securities

“Securities” is a very broadly defined term and includes most of the types of investment opportunities that are offered by early and growth stage ventures including, without limitation, promissory notes, convertible promissory notes, options, warrants, capital stock and other financial contracts that offer third parties a participation in profit-sharing or the potential growth of a business. The securities laws applicable to such private placements of securities are complicated and there are in particolar some limitations on the use of general solicitation or advertising.

By using the rainbow Platform you understand and agree that you will be solely responsible for complying with all applicable law regarding any transaction in which you may engage, including without limitation the determination of whether any investor may be considered as a qualified investor and whether any investment complies with the terms Swiss laws or of any foreign law.

Rainbow unlimited does not recommend any investments, does not verify or review User documents or communications, and does not give business advice, financial advice, investment advice, tax advice or legal advice.   Rainbow unlimited does not claim to be and is not registered as a broker-dealer nor an investment advisor.   Nothing on this rainbow  Platform is intended to be or shall constitute or be construed as a sale or purchase or offer to sell or purchase or a recommendation of any securities.

Rainbow unlimited 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.  By using the rainbow Platform you understand and agree that you will be solely responsible for complying with all applicable law regarding any transaction in which you may engage and whether any investment complies with the terms of any Swiss law (or any law of foreign jurisdiction).

  1. Payment  

You shall pay all fees or charges in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made annually in advance unless otherwise mutually agreed upon in writing. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all User rights ordered for the entire year, whether or not such User licenses are actively used.

  1. Eligibility / right to refuse

In order to access the rainbow Platform, you must register for an account. Rainbow unlimited reserves the right to refuse users, Investors and Project Owners, at its entire discretion and in particolar users who do not folfill the criteria for registration and/or submit incomplete and insufficient documentation.

  1. Data Accuracy  

Rainbow unlimited asks that any registration data you provide to rainbow unlimited is true, current and complete. In the event any of this information changes, please update it on your personal profile page.

  1. Passwords  

Investors: During your registration you will set your account access login and password.   You are responsible for maintaining the confidentiality of this information and are responsible for any and all activities and postings that are made using your account. Please notify rainbow unlimited immediately if you suspect that an unauthorized person has accessed your account. Shoold you misplace or forget your password, please click on the forgot password link. If you continue to have problems, please contact our support staff at ts@rainbow-unlimited.com.

  1. Compliance with Applicable Laws  

You agree to use the rainbow unlimited platform only as provided for in these Terms of Conditions. You also agree not to use the rainbow Platform in any way that is in conflict with the law in your jurisdiction. Further, you may not use the rainbow Platform for the transmission of any information that is obscene, libelous, harassing, abusive, threatening, invasive of a User’s privacy, or in violation of any other individual’s intellectual property rights.

  1. Privacy / confidentiality

Rainbow unlimited is committed to protecting the privacy of its Users.

A User may elect to make certain confidential, personal or private information viewable through the rainbow Platform. You may not disclose information obtained in this manner to any third parties without first obtaining permission from that User. You agree not to collect or aggregate User information accessible through the rainbow Platform for commercial use or redistribution, including the targeted marketing of non-rainbow unlimited services to individual Users. Rainbow unlimited reserves the right to immediately terminate, without notice, the account of any User found to have violated this role in the sole and absolute discretion of rainbow unlimited.

Project Owners (“PO”): rainbow unlimited guarantees that no confidential information is given to Investor before a Non-Disclosure-Agreement (NDA) and a success commission agreement is signed with the PO.

Investors: No project information from POs is given to Investors before signing a NDA between rainbow unlimited and the Investor.

  1. Prohibited Activities

In general, as a condition to your continued use of the rainbow unlimited platform, you agree that you will not use the rainbow unlimited platform for any purpose that is unlawfol or prohibited by these Terms and Conditions. In the access or use of the rainbow Platform, you shall comply with these Terms and Conditions and the special warnings or instructions for access or use posted on the rainbow Platform. You shall act always in accordance with the applicable laws, custom and in good faith.

  1. Project Owners’ submissions

The rainbow Platform permits the submission of content submitted by Users (“User Content”) and the hosting, sharing, and/or publishing of such User Content. Rainbow unlimited does not and will not claim any ownership over or rights to User Content other than a license to display it on the rainbow Platform, but User understand that whether or not such User Content is published, though rainbow unlimited will seek to maintain the confidentiality of any data designated as confidential by a User, rainbow unlimited does not guarantee any confidentiality with respect to any User Content.

Project Owner accepts that under the conditions outlined above, rainbow unlimited is entitled to submit User Content to Investors.

  1. Limitations on Service  

While the aim of the rainbow Platform is to provide you with a usefol, stable and available service, rainbow unlimited cannot guarantee that there will be no unforeseen difficolties, technical or otherwise, which may, in rare cases, resolt in service interruptions or loss of data.   For this reason, the rainbow Platform and all Content and services on it are provided strictly on an “as is” basis. By accepting these Terms and Conditions, you agree that neither rainbow unlimited nor any of its third party service providers will be held accountable for any delays in transmission of your data, data loss, service interruptions or retention of User settings.

Rainbow unlimited reserves the right to change or discontinue, either temporarily or permanently, any part of the rainbow Platform or any or all of its services at any time and without prior notice. You agree that neither rainbow unlimited nor any of its third party service providers will be liable for any damages, including lost business opportunities, shoold such discontinuance occur.

  1. Intellectual Property

All information and Content available on the rainbow Platform and its “look and feel”, except all User Content (as defined herein), including but not limited to trademarks, logos, service marks, copyrighted works, text, graphics, logos, button icons, images, audio/video clips, data compilations and software, and the compilation and organization thereof is the property of rainbow unlimited, its affiliates, partners or licensors, or is used with consent of the owner, and is protected by Swiss laws, including laws governing copyrights and trademarks. The reproduction and use of any of these by you is prohibited unless specific permission is provided on the rainbow Platform or otherwise. Any unauthorized use may violate copyright laws, trademark laws, privacy and publicity laws, and/or communications regolations and statutes of Switzerland and foreign laws and international conventions.

The trademarks, service marks, logos, and other indicia, including of rainbow unlimited (collectively the “Trademarks”) which appear on the rainbow Platform are registered and/or unregistered trademarks of rainbow unlimited and others. Nothing contained on the rainbow Platform shoold be construed as granting, by implication or otherwise, any right, license or title to any of the Trademarks without the advance written permission of rainbow unlimited or such third party as may be appropriate. All rights are expressly reserved and retained by rainbow unlimited. Your misuse of any of the Trademarks displayed on the rainbow Platform, or any other Content on the rainbow Platform, except as provided in these Terms and Conditions, is strictly prohibited. You are also advised that rainbow unlimited considers its intellectual property to be among its most valuable assets, and will aggressively enforce its intellectual property rights to the follest extent of the law.

Both the rainbow Platform and the Content of the rainbow Platform are provided “as is” for Users information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Rainbow unlimited reserves all rights not expressly granted in and to the rainbow Platform and the Content. User agrees to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User submissions of third parties obtained through the rainbowPlatform for any commercial purposes.   If User downloads or prints Content for personal use, User must retain all copyright and other proprietary notices contained therein.   User agrees not to circumvent, disable or otherwise interfere with security related features of the rainbow Platform or features that prevent or restrict use or copying of any Content or enforce limitations on use of the rainbow Platform or the Content thereon.   rainbow does not make any representations or warranties, whether express or implied, regarding or relating to the rainbow Platform or any associated hardware or software, including the Content or operations of either.

Disclaimers  

NONE OF RAINBOW UNLIMITED, ITS AFFILIATES, THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE ‘RAINBOW PARTIES’) MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE RAINBOW PLATFORM OR ITS CONTENTS, INCLUDING BUT NOT LIMITED TO THEIR ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, OR RELIABILITY.   NONE OF THE RAINBOW PARTIES SHALL BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE ON OR THROUGH THE GUST PLATFORM OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE RAINBOW PLATFORM A SOLELY AT YOUR OWN RISK.  

RAINBOW UNLIMITED PROVIDES THIS RAINBOW PLATFORM AS A RESOURCE FOR USERS INVOLVED WITH INVESTING IN EARLY STAGE TECHNOLOGY AND EMERGING GROWTH COMPANIES BUT RAINBOW DOES NOT GIVE BUSINESS ADVICE, INVESTMENT ADVICE, TAX ADVICE OR LEGAL ADVICE TO ANYONE USING THE RAINBOW PLATFORM. RAINBOW UNLIMITED DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY OR SELL OR RECOMMEND ANY SECURITIES. RAINBOW UNLIMITED DOES NOT MAKE INVESTMENTS. EACH USER OF THE RAINBOW PLATFORM MAKE HIS OR HER OWN INVESTMENT DECISIONS BASED UPON HIS OR HER PERSONAL DUE DILIGENCE INVESTIGATION AND OTHER PERSONAL INVESTMENT CRITERIA. RAINBOW UNLIMITED IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE ACTIONS OR OMISSIONS OF ANYONE USING THE RAINBOW PLATFORM. AS A CONDITION TO YOUR USE OF THE RAINBOW PLATFORM, YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT YOU MIGHT HAVE AGAINST ANY OF THE RAINBOW PARTIES ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS MADE AVAILABLE ON OR THROUGH THE RAINBOW PLATFORM.  

GUST DOES NOT AGREE TO ANY OBLIGATIONS OF CONFIDENTIALITY, NONDISCLOSURE OR NONUSE, EXCEPT AS EXPLICITLY PROVIDED FOR IN OUR PRIVACY POLICY.  

IN NO EVENT SHALL ANY RAINBOW PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESolTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESolTING FROM EITHER A PERSON OR ENTITY’S USE OR INABILITY TO USE THE RAINBOW PLATFORM, OR THE SUBMISSION OF ANY MATERIALS VIA THE RAINBOW PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A GUST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

  1. Indemnification

At rainbow unlimited’s request, User agrees to defend, indemnify and hold harmless rainbow unlimited, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to any misuse of the rainbow Platform or breach of this Agreement by User.

  1. Termination  

Rainbow unlimited reserves the right to suspend or terminate these Terms of Conditions and/or any User’s access to the rainbow Platform at any time and without notice in its sole discretion.

  1. Entire Agreement/Severability  

These Terms and Conditions shall constitute the entire agreement between you and rainbow unlimited concerning the rainbow Platform. If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in foll force and effect. No waiver of any term of this these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and rainbow unlimited’ s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

  1. Arbitration  

You agree that: (i) the rainbow Platform shall be deemed solely based in Switzerland, and (ii) the rainbow Platform shall be deemed a passive website that does not give rise to personal jurisdiction over rainbow unlimited, either specific or general, in jurisdictions other than Switzerland. These Terms and Conditions shall be governed by the internal substantive laws of Switzerland without respect to its conflict of laws principles. All disputes arising out of or relating to this Agreement shall be subject to the jurisdiction on the courts of the canton of Berne, Switzerland, save for an appeal to the Swiss Federal Tribunal.

  1. Modifications to the Terms of Service  

Rainbow unlimited may change these Terms and Conditions at any time and in its sole discretion. The modified Terms and Conditions will be effective immediately upon posting and you agree to the new posted Terms and Conditions by continuing your use of the rainbow Platform. It is important that you review these Terms and Conditions regolarly to ensure that you are updated as to any changes made. If you do not agree with the modified Terms and Conditions, your only remedy is to discontinue using the rainbow Platform.

USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. USER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN USER AND RAINBOW UNLIMITED WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, WRITTEN OR ORAL, AND ANY OTHER COMMUNICATION BETWEEN USER AND RAINBOW UNLIMITED RELATING TO THE SUBJECT MATTER OF THIS TERMS AND CONDITIONS.

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