GENERAL TERMS & CONDITIONS INVESTORS
PLEASE READ THESE MOST IMPORTANT POINTS CAREFULLY

Keynotes:




1. The Symbid Platform is accessible only to Users who comply with the rules.

2. All transactions are governed by the laws of the Netherlands.

3. The Entrepreneur, Investor, Project Poster and Pledger are fully responsible for complying with local laws, statutory requirements and for all tax and financial issues.

4. The failure to meet obligations may result in termination of the Agreement and shutdown of the Symbid Dashboard.

5. Symbid UA is not liable for any loss that is not caused by an intentional act or intentional recklessness on its part.




With respect to Investors:




1. The Symbid Platform is accessible only to Users who comply with the rules.

2. All transactions are governed by the laws of the Netherlands.

3. The Entrepreneur and Investor are fully responsible for complying with local laws, statutory requirements and for all tax and financial issues.

4. The failure to meet obligations may result in termination of the Agreement and shutdown of the Symbid Dashboard.

5. The amount spent on Part(s) qualifies as electronic money as defined in Article 1:1 Wft and will be issued by InterSolve.

6. Parts allocated to an Idea Plan can never be reclaimed once the Target Capital Investing for said Idea Plan has been raised.

7. Symbid UA is not responsible for any harm or loss that is not caused by an intentional act or intentional recklessness on its part.

8. Investments may be made by depositing an amount through the Symbid Dashboard.

9. Investments may be switched to other Idea Plans until the Target Capital Investing has been raised.

10. Once the Target Capital Investing has been raised, Investors must cooperate with the other Investors and the Entrepreneur to realise the Idea Plan.

11. Any intellectual property rights to the Idea Plans will be respected at all times.




Click here to read the Articles of Associates of Symbid Coöperatie UA


Click here to read the Information Memorandum Symbid
Click here to read the Concept Articles of Associates of the Investor Coöperative
Click here to read the Step-by-Step plan Entrepreneurs and Investors











General Terms and Conditions Investing and Pledging




INTRODUCTION




The law provides legal protection for inventions and innovations. The concept of intellectual property makes it possible to actually own a new, inventive product or idea. Intellectual property is the right to be the sole beneficiary of the fruits of an intellectual accomplishment. No one else can simply claim credit for an idea or design.




Intellectual property rights include patent rights, chip rights, drawing and design rights and copyrights.




Patent law provides protection for new products and processes.




The Design Right (Semiconductor Topographies) Regulations [Wet voor de bescherming van oorspronkelijke topografieën van halfgeleiderproducten] governs the protection of chip rights in the Netherlands. Application for registration of a chip may be filed no later than two years after the date on which it is first exploited.




The appearance of an invention or part of an invention that is new and has an individual character may be protected as a design.




Copyrights regard literary, artistic and scientific works. Original software is a work protected by copyright.




PRIOR TO DISCLOSING THEIR WORKS, IDEAS, CONCEPTS AND/OR THE DEVELOPMENT OF SAME, ENTREPRENEURS AND PROJECT POSTERS MUST OBTAIN THE ADVICE OF A PATENT AGENT, TRADEMARK AGENT, ATTORNEY OR OTHER EXPERT CONCERNING THE ADEQUATE PROTECTION OF THEIR WORKS, IDEAS, CONCEPTS AND/OR THE DEVELOPMENT OF SAME THROUGH INTELLECTUAL PROPERTY RIGHTS.




IN MOST CASES, AN ENTREPRENEUR?S WORKS, IDEAS, CONCEPTS AND/OR THE DEVELOPMENT OF SAME WILL NO LONGER BE ELIGIBLE FOR PROTECTION IF THEY ARE DISCLOSED TO THE PUBLIC OR PARTS THEREOF PRIOR TO ESTABLISHING INTELLECTUAL PROPERTY RIGHTS. THE PUBLICATION OF A WORK, IDEA, CONCEPT OR THE DEVELOPMENT OF SAME ON THE SYMBID PLATFORM COULD RESULT IN THE LOSS OF NOVELTY REQUIRED FOR PROTECTION.




IT IS THE ENTREPRENEURS? SOLE RESPONSIBILITY TO ESTABLISH INTELLECTUAL PROPERTY RIGHTS PRIOR TO DISCLOSING THEIR WORKS, IDEAS, CONCEPTS AND/OR DEVELOPMENT THEREOF.

IT IS ALSO THE SOLE RESPONBILITY OF THE USERS OF THE SYMBID PLATFORM TO ENSURE THAT THE USE OF THEIR WORKS, IDEAS, CONCEPTS AND/OR THE DEVELOPMENT THEREOF DOES NOT INFRINGE ON THE RIGHTS OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS.




1 Definitions




1.1 Agreement: an agreement as referred to in Articles 2.4, 2.10, 2.16 or 2.22.

1.2 Balance: the credit balance in electronic money ? as defined in Article 1.1 Wft issued by InterSolve ? as shown on the Symbid Dashboard, not yet or no longer allocated to an Idea Plan.

1.3 Company: the company incorporated under the laws of the country in which Symbid UA offers its services on the Symbid website, which will implement the Plan.

1.4 Consumer: a natural person who does not act in the course of his profession or business.

1.5 Content: all information (in the broadest sense) published on the Symbid UA website and the Symbid Platform by Entrepreneur(s), Investor(s), Pledger(s), Project Poster(s) and/or User(s).

1.6 Pledge: the amount that a Pledger assigns to a Project, which Pledge will become unconditional and irreversible if and to the extent that the Target Capital Pledging set for the Project has been realized.

1.7 Pledger: (legal) person who makes a Pledge, also a D-member of Symbid UA.

1.8 (Lead) Entrepreneur: a (legal) person who aims at realizing an Idea Plan, also a B-Member of Symbid UA.

1.9 InterSolve: by Intersolve EGI B.V. (listed with the Chamber of Commerce Gooi-, Eemland en Flevoland under number 32159718) is a Dutch financial institution specialised in offering services in the settlement of payments and electronic funds. To offer these financial services Intersolve EGI B.V. must comply with the applicable financial laws and regulations. INTERSOLVE is under the supervision of De Nederlandsche Bank (DNB) plus the Netherlands Authority for Financial Markets (AFM) and is licensed as Electronic Money Institution as referred to in Article 1.1 of the Financial Supervision Act (hereinafter ?Wft?). For more information about INTERSOLVE please visit http://www.InterSolve.nl

1.10 General Terms and Conditions of Use: the General Terms and Conditions applicable to the agreement between User(s) and Symbid UA.

1.11 Administration fee: a 3% percentage (inclusive of VAT) on top of the Investment or Pledge to which Symbid UA is entitled.
1.12 Idea: an Entrepreneur?s idea that is new, commercially exploitable, has an individual character, is original and/or distinctive in comparison to existing products, services and/or processes.
1.13 Idea Page: the Entrepreneur?s personal webpage where the Entrepreneur unveils his idea, explains it in broad terms, explains its distinctive qualities, states and substantiates the amount of Target Capital Investing and provides all other information relevant to Investors.
1.14 Idea Plan: a detailed description of the Idea, containing a business plan, an earnings model and Target Capital Investing and the percentage of shares that the Investment Cooperative will receive in the Company (still to be incorporated) upon raising the Target Capital Investing and, to the extent the Entrepreneur is using an existing Company, a completed self-assessment questionnaire (answers to questions regarding tax debts, staff, annual accounts, prognoses and debtors/creditors).
1.15 Investment: the Part(s) that an Investor and Entrepreneur allocate to an Idea Plan.

1.16 Investment Cooperative: the cooperative that will be incorporated after the Target Capital Investing is raised and of which the Investors and Entrepreneur will become Members.

1.17 Investor: a (legal) person who invests in an Idea Plan and also an A-Member of Symbid UA.
1.18 Part: digital unit on the Symbid Platform representing a value of EUR 20 and qualifying as electronic money as defined in Article 1:1 of the Wft, issued by InterSolve and which can be used as means of payment with Investment Cooperatives (to be incorporated) that have made an agreement with InterSolve.

1.19 Participants: Users, Entrepreneurs, Investors, Project Posters and Pledgers.
1.20 Plan: an Idea Plan or Project Plan.
1.21 Project: an activity limited in terms of means to create something (such as a video recording).
1.22 Project Page: the personal webpage of the Project Poster on which the Project Poster unveils his Project, explains it in broad terms, explains its distinctive qualities, states and substantiates the amount of Target Capital Pledging and provides all other information relevant to Pledgers.

1.23 Project Plan: a detailed description of the Project provided with the objective of the Project, the project-plan campaign duration and the Target Capital Pledging of the Project.

1.24 Project-plan-campaign duration: a period (90 days maximum) indicated by the Project Poster at date of publication of the Project Plan on the platform.

1.25 Project Poster: (legal) person who aims at realizing a Project Plan and also an E-member of Symbid UA.
1.26 Success Fee: a percentage of 5% (not including VAT) of the Target Capital Investing or the Target Capital Pledging owed to Symbid UA as payment for the services rendered and the raising of the Target Capital Investing or the Target Capital Pledging.
1.27 Symbid Dashboard: personal page of the User, Entrepreneur, Investor, Project Poster or Pledger, with Entrepreneurs or Investors also indicating the Balance.
1.28 Symbid Platform: the platform made available by Symbid UA to afford Entrepreneurs and Investors as well as Project Posters and Pledgers the opportunity to get to meet one another and learn about one another?s ideas and/or willingness to invest and/or donate, as well as the opportunity to make arrangements with each other about collaborations and/or pledges.
1.29 Symbid UA: the cooperative named: Symbid Coöperatie U.A., having its registered office in Utrecht, the Netherlands.
1.30 Symbid website: the homepage of Symbid UA, which forms the basis for the services, which a visitor may use to construct a Symbid Dashboard and which Users, Entrepreneurs, Investors, Project Posters and Pledgers can use to access such items as the Symbid Platform.
1.31 Target Capital Pledging: the expected budget stated by a Project Poster and which is (at least) required to realise the Project.

1.32 Target Capital Investing: the capital designated by the Entrepreneur and which is necessary to implement the Idea Plan.
1.33 Transaction Costs: costs incurred for payment transactions. The transaction costs are decided by the payment method.

1.34 User: (legal) person with a Symbid Dashboard who has access to the Symbid Platform.







2 Conclusion of Agreement




Entrepreneur




2.1 The User must become an Entrepreneur in order to publish an Idea Plan.
2.2 Only Users who are residents of and stay in the Netherlands and are over the age of 18 years or Users established in the Netherlands may become Entrepreneurs.
2.3 In order to become an Entrepreneur, a User must:
- submit a written request for a B-membership right in accordance with Article 6 of the Articles of Association of Symbid UA. To that end, the registration form must be completed, in which the User will provide brief information about his or her ideas;
- buy at least one Part;
- the User, if registered with the Chamber of Commerce, must pay an admission fee of EUR 250 exclusive of VAT to Symbid UA; and
- must also agree to these General Terms and Conditions.
2.4 Upon realisation of the conditions set out in Article 2.3 an Agreement will be created between Symbid UA, InterSolve and the User (which Agreement will be concluded through electronic acceptance). These General Terms and Conditions will apply to the Agreement.

2.5 From the date on which the Agreement is concluded between Symbid UA, InterSolve and the User, the User will (i) be considered by Symbid UA to be an Entrepreneur, (ii) have his or her Symbid Dashboard opened, (iii) be entitled to publish his/her Idea Plan on the Symbid Platform and (iv) will the provisions applicable to an Investor under these General Terms and Conditions apply mutatis mutandis.

2.6 Confirmation of the conclusion of the Agreement is sent to the e-mail address of the Entrepreneur.




Investor


2.7 A User must become an Investor in order to invest in an Idea Plan.
2.8 Only Users who are residents of and stay in the Netherlands and are over the age of 18 years or Users established in the Netherlands may become Investors.
2.9 To become an Investor, a User:
- must submit a written request for an A-membership in accordance with Article 6 of Symbid UA?s Articles of Association;
- must buy at least one Part; and
- must agree to these General Terms and Conditions.
2.10 Upon realisation of the conditions set out in Article 2.9 an Agreement will be created between Symbid UA, InterSolve and the User (which Agreement will be concluded through electronic acceptance. These General Terms and Conditions will apply to the Agreement.

2.11 From the date on which the Agreement is concluded between Symbid UA, InterSolve and the User, the User will (i) be considered by Symbid UA to be an Investor (ii) have his or her Symbid Dashboard opened and (iii) be entitled to make Investments on condition that InterSolve has authorised the underlying transaction upon purchase of the first Part.
2.12 Confirmation of the conclusion of the Agreement is sent to the e-mail address of the Investor.




Project Poster


2.13 The User must become a Project Poster in order to publish an Idea Plan.
2.14 Only Users who are over the age of 18 years may become Project Posters.
2.15 In order to become a Project Poster, a User must:
- submit a written request for an E-membership right in accordance with Article 6 of the Articles of Association of Symbid UA. To that end, the registration form must be completed, in which the User will provide brief information about his or her ideas;
- the User, if registered with the Chamber of Commerce, or a similar organization outside the Netherlands, must pay an admission fee of EUR 250 exclusive of VAT to Symbid UA; and
- must also agree to these General Terms and Conditions.
2.16 Upon realisation of the conditions set out in Article 2.15 an Agreement will be created between Symbid UA, InterSolve and the User (which Agreement will be concluded through electronic acceptance). These General Terms and Conditions will apply to the Agreement.

2.17 From the date on which the Agreement is concluded between Symbid UA, InterSolve and the User, the User will (i) be considered by Symbid UA to be a Project Poster, (ii) have his or her Symbid Dashboard opened, (iii) be entitled to publish his/her Project Plan on the Symbid Platform and (iv) will the provisions applicable to a Pledger under these General Terms and Conditions apply mutatis mutandis.
2.18 Confirmation of the conclusion of the Agreement is sent to the e-mail address of the Project Poster.





Pledger


2.19 The User must become a Pledger in order to donate to a Project Plan.

2.20 Only Users who are over the age of 18 years may become Pledgers.
2.21 In order to become a Pledger, a User must:
- submit a written request for a D-membership right in accordance with Article 6 of the Articles of Association of Symbid UA.
- donate an amount in accordance with Article 12; and
- must also agree to these General Terms and Conditions.
2.22 Upon realisation of the conditions set out in Article 2.21 the Pledger will accede the Agreement as referred to in Article 2.16 so that an Agreement will be created between Symbid UA, InterSolve, the User and the Project Poster of the Project to which the User in question will donate (which Agreement will be concluded through electronic acceptance). These General Terms and Conditions will apply to the Agreement.

2.23 From the date on which the Agreement is concluded between Symbid UA, InterSolve and the User, the User will (i) be considered by Symbid UA to be a Pledger, (ii) have his or her Symbid Dashboard opened, (iii) be entitled to make Pledges.

2.24 Confirmation of the conclusion of the Agreement is sent to the e-mail address of the Pledger.







GENERAL CONDITIONS INVESTING AND PLEDGING





3 General Conditions Investing and Pledging


3.1 Participants are aware that Symbid UA will be authorised to change the functionality or functionalities of the Symbid Platform at any time.

3.2 The General Terms and Conditions of Use that Entrepreneurs, Investors, Project Posters and Pledgers have already accepted as User will continue to apply in full, unless expressly deviated from in these General Terms and Conditions.

3.3 Symbid UA may at any time unilaterally amend these General Terms and Conditions if circumstances or amendments to the law so require. As soon as a new version becomes available, it will be available via the Symbid Platform. The new version will be offered to the Entrepreneur, Investor, Project Poster or Pledger for acceptance the next time they log in to the Symbid Dashboard. Should the Entrepreneur, Investor, Project Poster or Pledger not wish to assent to these amendment(s), Symbid UA will determine whether it will invoke the provisions of Article 23.2 under b of these General Terms and Conditions (cancellation).

3.4 Participants are required to carefully read through the Information Memorandum published on the Symbid website.
3.5 Participants are responsible for managing access, user names and passwords for the Symbid Dashboard.
3.6 Participants will use the utmost care in Administration their passwords and other data from their Symbid Dashboard and will never disclose these to one or more third parties unless Symbid UA has granted its prior written permission to do so. Entrepreneurs, Investors, Project Posters and Pledgers will take any measures necessary to ensure that no third parties will make unauthorised use of their Symbid Dashboard.

3.7 The rights, including but not limited to the intellectual property rights, of the Participants will only accrue to them personally and are non-transferable.

3.8 Participants warrant that the information they publish on the Symbid Dashboard is entirely correct and not misleading.

3.9 Participants undertake to ensure that the Content they publish never infringes on the (intellectual property) rights belonging to another party and that the Content is in no way unlawful and/or would subject third parties to criminal prosecution. The ?lawful use? of protected third-party material requires the written permission of the third party in question, and a source reference. In addition, the legal requirements will apply in full.

3.10 Participants will refrain from any transaction that could harm the interests of Symbid UA, the Symbid Platform and/or the Participants.

3.11 Participants will at all times be fully responsible for any tax consequences of their transactions on the Symbid Platform.

3.12 Symbid UA does not exclude the possibility that accessing the Symbid Platform and/or its services may be illegal and/or subject to criminal prosecution in some areas. Participants accessing the Symbid Platform will therefore be considered to have reviewed their locally applicable laws and regulations and will be fully responsible for any transactions they perform.

3.13 Symbid UA will be entitled to transfer its obligations towards the Participants to a third party in the context of a transfer of all or part of its business.







EQUITY BASED MODEL: INVESTING





4 General Conditions Investing


4.1 The Entrepreneur?s transactions on the Symbid Platform will be governed solely by the best interests of the Idea Plan. The Entrepreneur will never permit the (commercial) interests of third parties to govern his or her transactions or make his or her Idea page available to such third parties.

4.2 The Investor must realise that risks are inherent in investing in one or more Idea Plans. The Investor therefore undertakes that, before making such Investment(s), he/she will thoroughly familiarise himself or herself with the contents of the Idea Plan and the scope of the collaborative relationships the parties will undertake as soon as the Target Capital Investing is raised.
4.3 Symbid UA will provide helpdesk services to answer questions and offer support to Entrepreneurs and Investors. The Symbid website and Symbid Platform indicate how this helpdesk may be contacted.




5 Publication, Amendment, Withdrawal of Plan


5.1 Before the Entrepreneur may actually publish an Idea Plan, he or she must enter core data into a template to be provided by Symbid UA. Using this, Symbid UA will provide the templates for structuring the Idea Page.
5.2 Prior to publishing his or her Idea Plan, the Entrepreneur must fully apprise himself or herself of all of the relevant regional, national and international laws that could affect the product or its production and/or the service or that concern processes associated with the product and/or service.
5.3 The Entrepreneur is entitled to upload his or her Idea Plan under the Agreement, to alter information, to use the tools offered by the Symbid Platform to communicate with Investors and, if applicable, to remove the Idea Plan. All transactions which the Entrepreneur is authorised to perform in the context of the Symbid Platform may only be performed for the purposes for which the Symbid Platform is made available.

5.4 The Entrepreneur is entitled to publish multiple Idea Plans.

5.5 The Entrepreneur is free to decide to withdraw the Idea Plan, as long as the Target Capital Investing has not been raised. As soon as the Target Capital Investing is raised, the Entrepreneur will be bound to the Investors and to the Investment Cooperative to be incorporated in order to best implement the Idea Plan, and the provisions of Article 9 will apply.

5.6 The Entrepreneur will retain his or her Part(s) after withdrawing the Idea Plan. In that case, the Entrepreneur may publish a new Idea Plan.

5.7 The Entrepreneur may alter the Idea Plan insofar as doing so would not affect the Idea Plan as a whole and to the extent the spirit of the original Idea Plan is preserved. If the changes will be farther reaching than stated, a new Idea Plan must be submitted. Symbid UA will have the discretion to determine whether any alteration(s) to the plan are legitimate. If the percentage of the shares that the Investment Cooperative will receive in the BV to be incorporated upon raising the Target Capital Investing is ever reduced, a new Idea Plan must be published.

5.8 If the Target Capital Investing is not raised within 180 days, then the Entrepreneur will no longer qualify as an Entrepreneur as defined by these General Terms and Conditions, but as an Investor as defined in these General Terms and Conditions, unless the term of 180 days is extended with the consent of Symbid UA. Such request for extension must be made five days prior to expiry to the term of 180 days.

5.9 After expiry of 180 days the Idea Plan will lapse unless the term of 180 days is extended with the consent of Symbid UA. The Parts allocated to the Idea Plan will be returned to the Balance.

5.10 However, the Entrepreneur may also elect to publish a new Idea Plan. The Entrepreneur will be considered an Investor in the period preceding the publication of the new Idea Plan.





6 Purchase of Parts


6.1 The Entrepreneur and the Investor may purchase Parts on the Symbid Platform.

6.2 The Entrepreneur and the Investor are required to pay Transaction Costs as well as a Administration Fee if they purchase (a) Part(s).

6.3 The Investor and Entrepreneur are authorised to purchase multiple Parts.

6.4 Neither the Entrepreneur nor the Investor will receive interest on Symbid Parts.







7 Allocating Parts to an Idea Plan


7.1 The Entrepreneur is obliged to allocate at least one (1) Part to his own Idea Plan.

7.2 Only after the Entrepreneur has allocated at least one Part to his own Idea Plan will Investors be permitted to invest in the Idea Plan.

7.3 A maximum of 124,999 Parts may be allocated to an Idea Plan.







8 Disallocation of Parts Allocated to an Idea Plan




8.1 The Investor has the right to cancel the allocation of Parts to an Idea Plan as long as the Target Capital Investing for the Idea Plan in question has not been raised. The Parts allocated provisionally to the Idea Plan in question will then be released and the amount spent on the relevant Parts will be added to the Balance.

8.2 The Investor is aware that an Entrepreneur is permitted to withdraw an Idea Plan and to alter it in accordance with Articles 5.5, 5.7 and 5.8 as long as the Target Capital Investing for the relevant Idea Plan has not been raised or that an Idea Plan may lapse in conformity with Article 5.8. If an Entrepreneur withdraws an Idea Plan, the amount spent on allocated Parts by an Investor for the relevant Idea Plan will be added to the balance as shown on the Symbid Dashboard.
8.3 If due to the death of a member or the discontinuation of a member a membership ends as defined in Article 10.1 sub a and b of the Articles of Association of Symbid UA and the board of Symbid UA has been notified, the Parts provisionally allocated by the former member (Entrepreneur or Investor) to an Idea Plan will be released, and the amount spent on allocated Parts will be added to the Balance.
8.4 If the membership of a member ends as defined in Article 10.1 sub c, d and e of the Articles of Association of Symbid UA, the parts provisionally allocated by the former member (Entrepreneur or Investor) to an Idea Plan will be released and the amount spent on allocated Parts will be added to the Balance.





9 Repayment of Parts




9.1 In accordance with Article 4:31 Wft the Entrepreneur and Investor may request that (part of) the Balance be paid in notes and coins or by payment into a current or savings account in bank money. The following terms and conditions will apply:
a. Electronic money deposited may be repaid only insofar as such funds are freely available to the Entrepreneur and the Investor and have not yet or no longer been allocated to a Plan;
b. Repayment is possible only in units of EUR 20;
c. InterSolve will make payments to the Entrepreneur and/or Investor only upon receipt of correct identification (copy of passport) and bank details. If the bank details match the bank details of the initial payment to InterSolve, repayment will follow immediately. If the bank details do not match the bank details of the initial payment, InterSolve will pay EUR 0.01 (in words: one Eurocent) into the designated bank account, quoting a code. The Entrepreneur and/or Investor must then log onto InterSolve?s website (http://www.InterSolve.nl) and fill in the code received. Upon receipt of the correct code InterSolve will immediately repay the Entrepreneur and/or Investor;
d. Repayment will be made minus Administration fee, i.e. EUR 20 per repayment regardless of the number of units of EUR 20 that are repaid. Repaid can be requested only by means of the proper form on the Symbid website;
e. The Entrepreneur and/or Investor requesting repayment should reckon with a turnaround time of several days to several weeks for repayment in view of possible international payments to be made.





10 Target Capital Investing Idea Plan Raised


10.1 As soon as the Target Capital Investing has been raised, all of the Investors and the Entrepreneur will be bound to one another and to the Investment Cooperative to be incorporated in order to implement that Idea Plan. After receiving the Target Capital Investing, the Entrepreneur will be considered the ?implementer? of the Idea Plan.

10.2 Moreover, Symbid UA will provide the Entrepreneur and Investors with a step-by-step plan and draft articles of association for the Investment Cooperative in order to formalise the implementation of the Idea Plan.
10.3 The relevant Entrepreneur and Investors undertake to one another that they will implement the Idea Plan in accordance with the step-by-step plan and draft articles of association prepared by Symbid UA.
10.4 The Investment Cooperative and, if necessary, a Company will be incorporated based on this step-by-step plan and these draft articles of association.
10.5 The relevant Entrepreneur and Investors will become members of the Investment Cooperative. A voting right is attached to this membership right.
10.6 The Investment Cooperative and, if necessary, a BV will have to be incorporated within two months of having raised the Target Capital Investing.
10.7 The relevant Entrepreneur will in any case be installed as the (whether or not sole) Managing Director of the Investment Cooperative. The Investment Cooperative will then hold a percentage of the shares in the capital of the Company, in accordance with the Idea Plan. The relevant Entrepreneur will be/remain the (whether or not sole) Managing Director of the Company.
10.8 The Entrepreneur undertakes to refrain from selling his shares in the capital of the Company unless the Investment Cooperative consents to such action in writing.
10.9 The relevant Entrepreneur or Investor is required to contribute to the members capital of the Investment Cooperative an amount equaling the amount allocated by the Entrepreneur or Investor in question to the Idea Plan minus the Success Fee.

10.10 By declaring these General Terms and Conditions applicable the Entrepreneur and Investor in question have given InterSolve an irrevocable payment order on the suspensive condition that the Target Capital Investing is raised, to immediately pay the amount that he or she has allocated to the Idea Plan to the Investment Cooperative to be incorporated to comply with the duty of contribution contained in Article 10.9.
10.11 Symbid UA will ensure that after the payment orders referred to in Article 10.10 the balance with InterSolve for the Investment Cooperative to be incorporated will be made available through the civil law notary incorporating the Investment Cooperative to the Investment Cooperative immediately following its incorporation minus the Success Fee payable to Symbid UA.





PLEDGE-BASED MODEL: PLEDGING




11 Publication, Amendment, Withdrawal of Project Plan


11.1 Before the Project Poster can actually publish a Project Plan the core data should be entered into a template provided by Symbid UA. Based on the template Symbid UA will provide the templates for designing the Project Page.

11.2 Prior to posting his Project Plan the Project Poster should apprise himself of all the applicable local, national and international regulations that might affect the (production of the) product and/or the service or that relate to the processes involved in the product and/or the service.

11.3 Under the Agreement the Product Poster has the right to upload, amend the information, use the tools offered by the Symbid Platform for communication with Pledgers and remove the Project Plan. All acts that the Product Poster may perform in the context of the Symbid Platform may be performed only for the purposes for which the Symbid Platform has been made available.
11.4 The Project Poster has the right to publish several Project Plans.
11.5 The Project Poster is free to decide to withdraw the Project Plan as long as the Target Capital Pledging for the Project Plan has not been realized. If the Project Plan is withdrawn any Pledges will be repaid in accordance with Article 15.
11.6 The Project Poster may amend the Project Plan insofar as it does not affect the Project Plan as a whole and the spirit of the original Project Plan remains intact. In the event of more radical amendments a new Project Plan must be submitted. It is up to Symbid UA to decide whether the amendment(s) is (are) permitted.
11.7 If the Target Capital Pledging has not been realized within the Project Plan campaign duration, the Project Poster will no longer be regarded as a Project Poster in the sense of these general conditions but as a Pledger in the sense of the current general terms and conditions unless the the Project Plan campaign duration is extended with the consent of Symbid UA. Such request for extension must be filed five days prior to expiry of the Project Plan campaign duration.
11.8 After expiry of the Project Plan campaign duration the Project Plan will lapse unless the Project Plan campaign duration is extended with the consent of Symbid UA. The Pledges allocated to the Project Plan will be repaid to the Pledger(s) in accordance with Article 15.
11.9 However, the Project Poster may also elect to publish a new Project Plan. The Entrepreneur will be considered a Pledger in the period preceding the publication of the new Project Plan.





12 Pledge


12.1 Pledges will be made through the InterSolve payment service. InterSolve keeps Pledges in its Stichting Derdengelden account until Symbid UA instructs InterSolve to pay or repay the Pledge. This payment service is subject to terms for which reference is made to InterSolve?s website (http://www.InterSolve.nl).
12.2 The Pledger is required to pay Transaction Costs as well as a Administration Fee if he/she makes a Pledge.
12.3 Pledges are voluntary.
12.4 As soon as InterSolve receives the Pledge Symbid UA will send the Pledger an e-mail confirming receipt of the Pledge.
12.5 The Pledger is aware that a Project Poster may withdraw and amend a Project Plan in accordance with Articles 11.5 and 11.6 as long as the Target Capital Pledging of the Project Plan in question has not been realised.
12.6 The Pledge will become unconditional and irreversible if and as soon as the Target Capital Pledging set for the Project to which the Pledge has been made has been realized. If the Target Capital Pledging for the Project to which the Pledge has been made is not realized the Pledge will be repaid to the Pledger.
12.7 After deduction of the tax liabilities in this respect the unconditional and irreversible Pledge will go to the Project in full. The Project Poster therefore undertakes to use the proceeds from Pledges for (the financing and continuation of) the Project.
12.8 The Pledge will not result in any control, involvement and/or ownership of the Pledger of the Project and/or towards the Project Poster. The Project Poster will make an effort at most to provide the Pledger with a reward for the Project as referred to in Article 15.3. Symbid UA is not liable in any way whatsoever for this best efforts obligation of the Project Poster.
12.9 The Pledge is a gift as defined in Article 7:175 of the Dutch Civil Code. If and to the extent for whatever reason the Pledger does not receive a reward for the Project Article 7:184 of the Dutch Civil Code does not apply.




13 End of Membership


13.1 If due to the death of a member or the discontinuation of a member a membership ends as defined in Article 10.1 sub a and b of the Articles of Association of Symbid UA and the board of Symbid UA has been notified, the Pledge provisionally donated by the former member to a Project Plan will be released, and the amount will be repaid to the estate of the Pledger.
13.2 If the membership of a member ends as defined in Article 10.1 sub c, d and e of the Articles of Association of Symbid UA, the Pledge provisionally donated by the former member to a Project Plan will be released and the amount will be repaid to the estate of the Pledger.





14 Repayment Pledges


14.1 Repayment is possible only if a Project has not reached the Target Capital Pledging.
14.2 InterSolve will make payments to the Pledger only upon receipt of correct identification (copy of passport) and bank details. If the bank details match the bank details of the initial payment to InterSolve, repayment will follow immediately. If the bank details do not match the bank details of the initial payment, InterSolve will pay EUR 0.01 (in words: one Eurocent) into the designated bank account, quoting a code. The Pledger must then log onto InterSolve?s website (http://www.feet.nl) and fill in the code received. Upon receipt of the correct code InterSolve will immediately repay the Pledger.
14.3 Repayment will be made minus the transaction fee and an additional fee of EUR 0,15 per repayment.
14.4 The Pledger to whom a Pledge will be repaid should reckon with a turnaround time of several days to several weeks for repayment in view of possible international payments to be made.




15 Target Capital Pledging Project Plan Raised




15.1 As soon as the term of the Project Plan campaign duration has expired and the Target Capital Pledging has been raised, the Project Poster will be bound to make every effort to realise the Project.
15.2 By declaring these General Terms and Conditions applicable the Project Poster and Pledger in question have given InterSolve an irrevocable payment order on the suspensive condition that the Target Capital Pledging is raised, to immediately pay the amount that he or she has allocated to the Project Plan, after deduction of the tax liabilities in this respect and after notification of Symbid UA, to the Project Poster.
15.3 The Project Poster will make every effort if and as soon as the Project has been realised to provide the Pledger with a reward for the Project.







HYBRID MODEL: PLEDGING AND INVESTING





16 General Conditions Pledging and Investing


16.1 A User may elect to fulfil the total borrowing requirement by first publish a Project Plan as Project Poster and then, if the Target Capital Pledging is not raised through Pledges, to publish an Idea Plan as Entrepreneur.
16.2 Besides the general conditions the Project Plan is subject also to the provisions on Pledging, unless expressly deviated therefrom by these conditions on the hybrid model.
16.3 Besides the general conditions the Idea Plan is subject also to the provisions on Investing, unless expressly deviated therefrom by these conditions on the hybrid model.





17 Pledging

17.1 Pledges can be made to the Project Plan for a period of 90 (ninety) days.



18 Project Plan Does Not Reach Target Capital Pledging


18.1 If after the Project Plan campaign duration, the Target Capital Pledging has not been realised the Project Poster may (i) withdraw the Project Plan in accordance with Article 11.5 or (ii) freeze the Project Plan (Pledges to the Project Plan are no longer possible) and try to fulfil the remaining borrowing requirement for the total borrowing requirement as referred to in Article 16.1 by publishing an Idea Plan in accordance with Article 20.
18.2 If the Project Poster freezes the Project Plan in accordance with Article 18.1 InterSolve will keep the Pledge in the Stichting Derdengelden InterSolve account for 90 days until Symbid UA instructs InterSolve to pay or repay the Pledge.
18.3 The total borrowing requirement as referred to in Article 16.1 should be realised within the Project Plan campaign duration plus a period of additional 90 days.




19 Project Plan Target Capital Pledging Raised


19.1 If the Target Capital Pledging has been reached the Pledge will become irreversible unless the eventual Target Capital Investing is not reached and the provisions of Article 15 will apply.





20 Investing


20.1 A User who after 90 days wishes to fulfil the remaining borrowing requirement by means of an Idea Plan should be a Dutch (legal) person or incorporate a Dutch legal person to that end so that the User can be qualified as an Entrepreneur in accordance with Article 2.
20.2 Investments can be made in the Idea Plan for a period of 90 (ninety) days. Immediately upon expiry of the period of 90 days the Idea Plan must be published as referred to in Article 16.1.





21 Idea Plan Does Not Reach Target Capital Investing


21.1 If after expiry of 90 (extra) days the Target Capital Investing has not been reached the Pledges will be repaid to the Pledger(s) in accordance with Article 14. The Parts allocated to the Idea Plan will be added to the Balance of the Investor(s) in accordance with Article 8.1.





22 Idea Plan Target Capital Investing Raised


22.1 If with the total of Pledges and Investments the Target Capital Investing is raised an Investment Cooperative will be incorporated in accordance with Article 10.
22.2 In that case the Company (to be incorporated) will accede the Agreement as referred to in Article 2.22.
22.3 Upon realisation of the Target Capital Investing the Pledges will become unconditional and irreversible; in that case the provisions of Article 15.2 will not apply. The Pledges will go to the Company. The Company will be under a best efforts obligation to provide the Pledger(s) with a reward for the Project. The provisions of Articles 12.7 and 12.8 will apply mutatis mutandis.

22.4 By declaring these General Terms and Conditions applicable the Project Poster and Pledger in question have given InterSolve an irrevocable payment order on the suspensive condition that the Target Capital Investing is raised, to immediately pay the amount that he or she has allocated to the Project Plan after notification of Symbid UA to the Company after incorporation of the Company.







OTHER PROVISIONS INVESTING AND PLEDGING





23 Information, Confidentiality and Personal Information


23.1 The parties realise that they have and will have (competition) sensitive information. They undertake to one another to treat all information they receive with the utmost confidentiality and not to disclose it to third parties unless required to do so in order to perform the contract or unless such disclosure is compelled by law and/or a duly empowered authority.

23.2 The personal data that Participants provide to Symbid UA for the purposes of identifying an Entrepreneur or Project Poster and/or his or her representatives will be used by Symbid UA solely to establish the identity of the person in question. Symbid UA will take appropriate organisational and security measures in order to safeguard this information.
23.3 Symbid UA will not disclose personal data of Participants to third parties, unless required to do so by law, court order or an authority. An exception applies if the Target Capital Investing or Target Capital Pledging has been raised and the names and addresses of Investors are provided to the Entrepreneur or of Pledgers to the Project Poster.
23.4 Symbid UA has the right to use the data obtained, such as the Symbid Dashboard and user and transaction data, for service or the use or operation of messages related to the Symbid Platform or to inform Participants by e-mail or otherwise, about Symbid UA?s products and services unless Participants expressly state that they no longer wish to receive such messages.







24 Liability




24.1 The obligations of Symbid UA will always be best efforts obligations and never result obligations except to the extent expressly agreed otherwise in a document containing a clear and unequivocal description of the result to be achieved.

24.2 Symbid UA will make its best efforts to offer the Platform to the Participants, to maintain the Platform and, where possible, to refine it. Symbid UA will make its best efforts to achieve these ends by taking necessary action and making necessary investments in accordance with the state-of-the-art. Symbid UA, however, does not guarantee the Participants that any particular result will be achieved.

24.3 The Entrepreneur and Project Poster are entirely responsible for correctly estimating a Plan?s chance of success. The responsibility for the completion of the Idea Plan is shared with the Investor(s). Symbid UA will therefore never be liable for any loss or disappointing results if a Plan ? for any reason whatsoever ? is not or cannot be completed.

24.4 Investors and Pledgers are aware that Symbid UA?s influence on the Content published by Participants on the Symbid Platform is limited and that Symbid UA thus has no content-specific knowledge of, and bears no responsibility with regard to, that Content. Symbid UA is therefore never liable for the Content published by the Participants or anyone else.

24.5 Symbid UA is never liable for disappointing (investment) results.
24.6 Symbid UA is not in any way whatsoever liable for the implementation of the Plan.

24.7 Symbid UA is not in any way liable for the best efforts obligation of the Project Poster to provide the Pledger with a reward for the Project as referred to in Article 12.7.
24.8 Symbid UA can never be held liable to pay damages pursuant to the cancellation of the Agreement and/or the suspension of rights pursuant to the Agreement.

24.9 Moreover, Symbid UA is responsible only for facilitating the Symbid Platform, specifically, the correct operation of the Symbid Platform and the related services. Symbid UA cannot guarantee the proper functioning of the technology and tools relating to the Platform and cannot guarantee the absence of any errors or incompleteness in the provision of information. Symbid UA relies on its suppliers, such as telecom service providers, for such aspects of its services. Symbid UA is thus not liable for any defects in the operation and content of the Symbid Platform.

24.10 Although Symbid UA will exercise the utmost care with regard to the operation of the Symbid Platform and related services, Symbid UA cannot guarantee the absence of defects, problems and/or errors. Symbid UA will in no way be liable for defects, problems and/or errors relating to the Symbid Platform or its operation or the services related thereto.

24.11 Moreover, the Participants indemnify Symbid UA against all claims asserted by (other) Participants and third parties resulting from the use of the Symbid Platform and/or the messages exchanged, or transactions entered into, via the Symbid Platform.

24.12 Symbid UA will be liable only in the case of an attributable imputable failure to perform the Agreement or in the case of unlawful transactions performed by Symbid UA. To the extent that Symbid UA is liable in a particular case, the liability to pay damages will in all cases be limited to the amount of EUR 500, in words: five hundred euro, per instance, unless the liability stems from an intentional act or intentional recklessness on the part of Symbid UA.

24.13 Symbid UA will never be liable, however, for any indirect loss (such as consequential loss, lost profit, decreased goodwill and/or business interruption) or for any form of harm or loss other than those specifically stated in the foregoing paragraphs of this Article.

24.14 Any loss must be reported in writing to Symbid UA immediately upon occurrence.

24.15 There will be no right to damages if the loss is caused by faulty communications equipment, lost or corrupted data or if the Participant fails to comply with the obligations imposed upon him or her.





25 Intellectual Property Rights




25.1 Symbid UA will not verify whether the Content to be published contravenes any intellectual property rights held by one or more third parties. Symbid UA has no influence on the substance of the Content. Publication of the Content is therefore the full responsibility of the party who publishes the Content and thereby accepts responsibility for any consequences of any violations of the law and/or infringements on the rights of others.

25.2 Entrepreneurs and Project Posters guarantee that they are familiar with local, national and international laws, such as, for example, those protecting intellectual property rights (e.g., copyrights, patents, designs, trademarks and trade names), as well as a wrongful act and criminal law.

25.3 Entrepreneurs and Project Posters guarantee that they are familiar with the requirements applicable for the establishment of intellectual property rights and guarantee that, prior to disclosing their Idea or Project, the Plan and/or the details thereof on the Symbid Platform, they will have taken cognisance of these laws and regulations and that they will have taken all measures to secure the protection of their Idea or Project, the Plan and/or details as intellectual property.

25.4 Symbid UA will not be liable in any way whatsoever if the Participants are unable to acquire intellectual property rights regarding their Idea or Project, the Plan and/or details, regardless of whether such inability was caused by the disclosure of same on the Symbid Platform.

25.5 The Entrepreneur and/or Project Poster also undertake to inform the Investor and/or Pledger of (i) all measures that the Entrepreneur and/or Project Poster have, if possible, taken to protect the Idea and/or Project, the Plan and/or details and (ii) the scope of protection for which the Idea, Plan and/or details are eligible. The Entrepreneur and Project Poster are solely and exclusively responsible for maintaining intellectual property rights.

25.6 Entrepreneurs, Investors, Project Posters and Pledgers indemnify Symbid UA against every claim that the publication, disclosure and/or use of the Idea and/or Project, the Plan and/or details on the Symbid Platform infringes on any right of any third party, including but not limited to intellectual property rights.

25.7 Entrepreneurs, Investors, Project Posters and Doors are not permitted in any way whatsoever to use the name(s), logo(s) and text(s) of Symbid UA or its website unless Symbid UA has granted written permission.







26 Term, Suspension Right, Termination and Consequences of Termination

26.1 Symbid UA is entitled to suspend all of the rights of the Entrepreneur, Investor, Project Poster or Pledger with immediate effect and to deny them access to the Symbid Dashboard if the Entrepreneur, Investor, Project Poster or Pledger have committed a violation that constitutes one or more grounds for cancellation as set forth in Article 9 of the General Terms and Conditions of Use or in violation of one of these General Terms and Conditions.

26.2 Symbid UA will be entitled to cancel the Agreement if:
a. the Entrepreneur or Investor has had no Parts on his/her Symbid Dashboard for a period of six (6) consecutive months;

b. an Entrepreneur, Investor, Project Poster or Pledger fails to accept one or more amendments to these General Terms and Conditions.
26.3 Pursuant to the Articles of Association of Symbid UA, Symbid UA is required to cancel the membership right of the Entrepreneur, Investor, Project Poster or Pledger if the rights of the Entrepreneur, Investor, Project Poster or Pledger are suspended or if the Agreement is cancelled, with due observance of the provisions of Article 17 of the Articles of Association, which provide that a member (Entrepreneur, Investor, Project Poster or Pledger) must first be heard.
26.4 If the membership right of an Entrepreneur, Investor, Project Poster or Pledger is cancelled in accordance with the Articles of Association, the Agreement between Symbid UA and the Entrepreneur, Investor, Project Poster or Pledger will end by operation of law.
26.5 Upon the termination of the Agreement, before or after the Target Capital Investing or Target Capital Pledging is reached and at the initiative of the Entrepreneur, Investor, Project Poster, Investor or Symbid UA, the obligations that are, by their nature, intended to continue will continue. A non-exhaustive list of examples follows: intellectual property rights, duty of confidentiality, applicable law and dispute resolution.

26.6 In all cases involving termination of the Agreement, Symbid UA will make the information published by the Entrepreneur or Project Poster inaccessible to (other) Participants and the (former) Entrepreneur or Project Poster will be afforded a period of 30 days after the termination of the Agreement to secure the Content. After the aforementioned 30 days, Symbid UA will remove the (former) Entrepreneur?s or Project Poster?s Content, except for the Content Symbid UA is required by law to retain.

26.7 In all events of termination of the Agreement the provisions of Articles 8.3, 8.4, 9, 13.3, 13.4 and 13.5 will remain applicable in full.





27 Termination


27.1 Every Consumer has the right to terminate the Agreement within 14 (fourteen) days after conclusion of the Agreement free of charge and without stating reasons by means of a registered letter containing a notice of termination to Symbid UA.
27.2 Within the above term of 14 days the notice of termination may be sent to Symbid UA also by fax or e-mail, requesting acknowledgement of receipt within 48 hours.







28 Final Provisions

28.1 If any provision of these General Terms and Conditions is void or is nullified, the other provisions of these General Terms and Conditions will remain in full force and effect.

28.2 All legal relations between Symbid UA of the one part and the Entrepreneur(s), Investor(s), Project Poster(s) and/or Pledger(s) on the other that arise from or relate to these General Terms and Conditions and the disputes regarding same will be governed by the laws of the Netherlands.

28.3 The parties expressly exclude the applicability of the United Nations Convention on the International Sale of Goods [Weens Koopverdrag] and the Uniform Computer Information Transaction Act.

28.4 Any disputes between Symbid UA of the one part and the Entrepreneur(s), Investor(s), Project Poster(s) and/or Pledger(s) on the other will be submitted to the competent court in Amsterdam, the Netherlands.

28.5 If there are several translations of these General Terms and Conditions and there is a dispute between the parties as to their substance, the Dutch text will prevail.