1.1 By checking the corresponding checkbox on our website (the “Site”) when creating an account, you are accepting these Terms of Services and thus agreeing that you will abide by these Terms of Service and any other terms displayed on our Site that may have been incorporated in the contract executed with Moonfare GmbH (collectively the “Agreement”). This Agreement is between Moonfare GmbH (“we” or “Moonfare”) and you, and it governs your access to and use of the services, Site, and applications offered by Moonfare (the “Services”). Moonfare provides investment brokerage and lets individuals invest in top-tier private equity funds via its Site.
1.2 Capitalized terms used herein are defined in Section 12 (Definitions) of this Agreement.
2.1 The laws applicable to alternative investments are complicated and occasionally ambiguous. In general, they are designed to protect unsophisticated people from making poor investment decisions. You qualify to invest with Moonfare if you meet certain criteria including a minimum net worth and sufficient prior investment experience.
2.2 Due to the nature of the feeder funds we offer, Moonfare investments are available exclusively for investors that qualify based on applicable national securities laws and regulations governing these types of securities transactions that must be observed.
2.3 You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site.
3.1 To Act Responsibly. You are undertaking to act responsibly – which means that, by entering into the Agreement with us, you are undertaking:
3.2Requirements to Use the Services.
a)That you have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf of any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your use of Moonfare’s Services violates provisions of the law to which you are subject, you will cease using the Services and close your account:
b)That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
c)That you shall be solely responsible for maintaining the confidentiality of your password;
d)That you will update your registration information with Moonfare as needed so that it remains true, correct and complete;
e)That during the registration process on the Site you agree to be bound by the terms of the Non-Disclosure Agreement, displayed on the Site, by checking the corresponding box.
3.3 Requirements related to Investments.
a)That you will only invest in a feeder fund or other product offered through the Site after carefully reviewing and assessing the terms of the investment, including the related private placement memorandum, subscription agreement and organizational documents as well as all other related information provided through the Site;
b)That you will use your own judgment before making any decision to invest;
c)That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice (i.e., consult with an attorney); and
d)That you have reviewed and understand the discussion of risks made available with the investment documentation on the Site, and that you are otherwise aware of the risks of making alternative investments.
3.4 General Requirements.In addition, you are undertaking not to:
a)Violate this Agreement or any local or foreign law, rule or regulation;
b)Trick, defraud, deceive or mislead Moonfare, such as by disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;
c)Interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network;
d)Disparage, tarnish or otherwise harm Moonfare and/or the Services;
e)Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
f)Reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;
g)Access or search (or attempt to access or search) the Services by any means, such as any automated system or unauthorized script or software, other than currently available, published interfaces provide by Moonfare, unless you have been specifically allowed to do so in a separate agreement with Moonfare (note scraping the Services is expressly prohibited without the prior consent of Moonfare);
h)Remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services or any website on which the Services are offered or on a third party website and/or Moonfare software on which Moonfare code is embeddable or embedded on;
i)Remove, obscure or change any notice, banner, advertisement or other branding on the Services;
j)Interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, such as probing or scanning the vulnerability of any system, network or breach;
k)Make any false or fraudulent representations to Moonfare in order to gain access to the Services;
l)Distribute or cause the distribution of Sensitive Information; or
m)Sell access to the Services or any part thereof other than through a mechanism approved by Moonfare.
n)Expect Moonfare to provide investment advice or recommend any investment;
o)Treat any Content, email or other information you receive as a result of your access to the Services as a recommendation or representation of any kind by Moonfare, an affiliate of Moonfare or any employee, officer, director, representative or other agent of the foregoing (each a “Company Person”) on which you should rely unless such information has been expressly identified as created by a Company Person;
p)Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through the Site, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on the Site;
q)Copy or distribute Content except as specifically allowed in this Agreement;
r)Use any Content, or other information acquired from Company Persons, investors, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from Moonfare;
s)Claim any right to access, view or alter any source code or object code of Moonfare;
t)Use the Site to market services, particularly investment advisory services that might cause Moonfare to have to register as an investment adviser with a local regulator; or
u)Market competing services to people you have identified through Moonfare.
3.5 Moonfare Employees and Affiliates. You understand that Company Persons may participate in the Services as investors, and that Moonfare is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.
3.6 Confidentiality. By registering with Moonfare, or otherwise using the Services or viewing Content made available through the Site in any way, you may be exposed to Sensitive Information. It is expected that you will use discretion in handling Sensitive Information. You agree that you will not republish, or cause any third party to republish, any information you acquire through the Services via an Internet website or otherwise, for which one of the principal purposes is to compete with Moonfare. You further agree that you will not use Sensitive Information for any reason other than your evaluation of a particular investment opportunity unless approved in advance in writing by Moonfare.
3.7 Other User Obligations.
3.8 You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Services (collectively, “Updates”). Moonfare, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.
3.9 APIs available through the Service. We may make available one or more APIs for interacting with the Services. Your use of any Moonfare API on the Site is subject to this Agreement and certain Moonfare API rules, which will be posted before we make these APIs available (and which will then become part of this Agreement).
4.1 Privacy Notice. Moonfare values your privacy. Please review our Privacy Notice to learn more about how we collect and use information about you via the Services. The Privacy Notice explains how Moonfare processes your personal information and protects your privacy when you access Moonfare and use the Services.
4.2 Amendments to the Privacy Notice. We may amend the Privacy Notice at any time in our sole discretion, effective upon posting the amended Privacy Notice at the domain of https://www.moonfare.com/privacy-notice/ where the prior version of the Privacy Notice was posted, or by communicating these changes through any written or other contact method we have established with you. Your use of the Services following the date on which such amended Privacy Notice is published will constitute consent to such amendments to the extent they do not have retroactive applicability.
5.1 License to Use the Service. All rights, title, and interest in and to the Services is and will remain the exclusive property of Moonfare and its licensors. The Services are protected by copyright, trademark, and other laws of both the European Union as well as those of other countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the Moonfare name or any of the Moonfare trademarks, logos, domain names or other distinctive brand features.
5.2 Execution of the “Investor Questionnaire”. In accordance with applicable regulatory requirements, Moonfare requires all new investors to undergo an appropriateness assessment either by way of completing an investor questionnaire on the Site or participating in an appropriateness assessment process via a distribution partner, as applicable, both of which are designed to separate investors qualified to invest in Moonfare funds from those that are not. Moonfare and any distribution partner in this process rely on representations made by investors or distribution partners, as applicable.