Welcome to Moonfare. We provide a platform at https://www.moonfare.com where sophisticated investors can join a private markets community with access to top tier alternative investment funds at lower minimums and lower fees than previously possible (the “Site”). Significant regulatory considerations apply to the capital raising process, and this Agreement sets forth terms on which investors interact with our platform and services.
The only people who are authorized to create investor accounts on the Site are sophisticated investors with personal or professional experience assessing the long term financial prospects of alternative investment funds. Investors must understand the risk of investing in such funds, including the high likelihood of loss and typically long period of illiquidity. In addition, as an investor you must be sophisticated enough to protect your own interests. In the course of participating in investment opportunities through the Site, you may receive confidential information.
By using the Site, including by simply viewing Content on it, you are agreeing that you, and each person you allow to access the Site through your account, will abide by the terms of these Terms of Service (the “Agreement”), which is set forth in its entirety below. This Agreement is between Moonfare GmbH (“we,” “Moonfare” or the “Company”) and you, and it governs your access to and use of the services, websites, and applications offered by Moonfare (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.
Capitalized terms used herein are defined in Section XIV (Definitions) of this Agreement.
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.
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. Each investor is required to represent that they comply with the applicable laws and regulations upon platform signup. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site.
A. To Act Responsibly. You are promising to act responsibly – which means:
a. Requirements to Use the Services.
b. Requirements related to Investments.
B. Indemnify Moonfare and Related Parties. You are promising to hold the Company harmless against any damage that may happen to us as a result of your use of the Site and Services.
C. 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.
D. Other User Obligations.
E. 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).
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 treats your personal information and protects your privacy when you access Moonfare and use the Services.
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.
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.
2. Execution of the “Suitability Questionnaire”. In accordance with applicable regulatory requirements, Moonfare requires all new investors to undergo a suitability assessment either by way of completing a suitability questionnaire on the Site or participating a suitability 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.
1. Right to Control Content. Any Content on the Moonfare Site is controlled exclusively by Moonfare and may be deleted at any time without notice to you.
2. Right to Discontinue the Services. Moonfare reserves the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.
3. Right to Terminate User Access. Moonfare reserves the right to terminate your access to the Services without notice and, if you violate this Agreement, to pursue other remedies at law or in equity. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information or other features that may have value to you that may have been associated with your account.
4. Right to Refuse or Cancel Registration. The Company has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of Moonfare, its users and the public.
5. User Acknowledgement. Without limiting the generality of the foregoing, you specifically acknowledge that the Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any opportunities that might otherwise have been available to you. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
1. Introductions. We are not obligated to introduce you to anyone connected to Moonfare feeder funds or target funds including fund managers, fund analysts, or other investors.
2. No Recommendations. We do not recommend any feeder funds or other investment opportunities for investment, state that any investment opportunities are suitable for investment nor guarantee the accuracy of information provided by target funds or their managers on the Site or otherwise. In particular, we do not act as an investment adviser to any investor(s) and no part of the Site is intended to constitute investment advice.
2. Verifying Advertisement Accuracy. The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s Content.
Moonfare respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.
Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the Services. Subject to the last sentence of this Section VIII, you may terminate this Agreement at any time by requesting Moonfare to delete your account by contacting [email protected]. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by the Company or any other user of the Services that you acquired via use of the Services. Your representations in this Agreement and the provisions of Section II (User Obligations) and any other provision of this Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.
1. YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED MINIMUM WARRANTY PERIOD). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OF ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
3. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any Content or personal injury or death, resulting from anyone’s use of the Services, any Content or third party applications, software or Content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.
4. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon or any Content you receive as a result of your relationship with Moonfare. Moonfare will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Services or any Content. You also agree that Moonfare has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from Moonfare or through the Services, will create any warranty not expressly made herein.
5. To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.
We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Services. If you have a dispute with other users, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.
1. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to “Karl-Liebknecht-Str. 34, 10178 Berlin, ATTENTION: LEGAL DEPARTMENT”. The Company will send its notice to the address you have provided to the Company, or if no such address has been provided, by email to the email address provided by you in connection with your use of the Services.
2. Binding Arbitration at Option of Either Party. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. The arbitration shall be commenced and conducted by the German Arbitration Institute (“DIS”) in Berlin, Germany based on the United Nations Commission on International Trade Law (“UNCITRAL”) Arbitration Rules 2013 with the seat of the arbitration being Germany, the tribunal consisting of one arbitrator and the language of the arbitration being English. The determination of whether a Dispute is subject to arbitration shall be governed by German law and determined by a court of proper jurisdiction rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the UNCITRAL Rules 2013. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to Section IX of this Agreement, the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.
3. Restrictions/No Class Actions. You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute between you and the Company is to be arbitrated on a class-action or similar basis or will utilize class action procedures; and (3) you may not bring any Dispute in a purported representative capacity on behalf of the general public, other users of the Services or any other persons.
4. Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
A. Moonfare has instituted an ambassador program (the “Program”) which compensates participants (each, an “Ambassador”) with virtual stock options of Moonfare GmbH (the “Options”) for introducing the Site to certain qualified persons who may subsequently choose to invest in Moonfare’s funds. The Program is subject to the terms and conditions of an ambassador agreement available to Ambassadors on the Site and summarized as follows:
B. The Program is exclusive and Moonfare has the right to admit or disqualify any person from acting as an Ambassador within its sole discretion.
1. “Community Rules”: Participants in the Moonfare community will not, in connection with the Services:
2. “Content” means any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Services. You retain ownership of all Content you submit, post, display or otherwise make available on the Services.
3. “Sensitive Information” means all information acquired by, through, or in connection with your use of the Services or the Site that was provided by another person and which is identified as “Sensitive” or “Confidential” in any manner reasonably designed to identify the character of such information.
The Services are operated and provided by Moonfare GmbH, Karl-Liebknecht-Str. 34, 10178 Berlin, AG Munich HRB 227051. If you have questions about this Agreement, please contact us at [email protected].
In Europe, the platform services are operated by Moonfare GmbH (Karl-Liebknecht-Str. 34, 10178 Berlin, Germany), which provides investment brokerage services in certain European countries pursuant to §1 KWG exclusively on account and under the liability of AHP Capital Management GmbH (Weißfrauenstraße 12-16, 60311 Frankfurt).
In the Hong Kong SAR, the platform is operated under the supervision of Moonfare Asia Ltd. (23/F One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong), an affiliate of Moonfare GmbH, and licensed with the Securities and Futures Commission (CE no. BOO902) to carry on business in Type 1 (dealing in securities) regulated activity in Hong Kong under the Securities and Futures Ordinance (Cap. 571).
Moonfare does not make investment recommendations and no communication, through this website or in any other medium should be construed as a recommendation for any security offered on or off this investment platform. Alternative investments in private placements, and private equity investments via feeder funds in particular, are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Prospective investors should carefully consider the risk warnings and disclosures for the respective fund or investment vehicle set out therein. The value of an investment may go down as well as up and investors may not get back their money originally invested. Past performance is not necessarily a guide to future performance. An investment in a fund or investment vehicle is not the same as a deposit with a banking institution. Please refer to the respective fund documentation for details about potential risks, charges and expenses. Additionally, investors will typically receive illiquid and/or restricted membership interests that may be subject to holding period requirements and/or liquidity concerns. In the most sensible investment strategy for private equity investing, private equity should only be part of your overall investment portfolio. Further, the alternative investments portion of your portfolio may include a balanced portfolio of different alternative investments funds. Investments in alternative assets are highly illiquid and those investors who cannot hold an investment for the long term (at least 10 years) should not invest.
Last updated: June 9, 2020 · Moonfare is a trademark of Moonfare GmbH.