1.1 By checking the corresponding checkbox on the Moonfare platform available at https://www.moonfare.com or any of its subdomains (the “Platform”) when creating an account, you are accepting these Terms of Service and thus agreeing that you will abide by these Terms of Service and any other terms displayed on the Platform (collectively, the “Agreement”). The Agreement is between Moonfare GmbH (“we”, “our” or “Moonfare”) and you on your own behalf as an individual, and the entity on whose behalf you are accessing and using the Platform and Services (as hereafter defined), whether as an employee, associated person, independent contractor, agent, or in a similar representative capacity ((a) and (b), collectively “you” and “yourself”), and governs your access to and use of the Platform and the services and applications offered by Moonfare thereon (collectively, the “Services”). Moonfare provides investment brokerage and permits qualified individuals to invest in private equity funds via the Platform.
MOONFARE HAS THE RIGHT TO CHANGE THE PLATFORM, THE SERVICES AND/OR THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE, WHETHER AS A RESULT OF CHANGES IN LAW, RULE, REGULATION OR POLICY OR OTHERWISE. THEREFORE, EACH TIME YOU ACCESS OR USE THE PLATFORM OR THE SERVICES, YOU SHOULD VISIT AND REVIEW THE THEN-CURRENT AGREEMENT. YOUR CONTINUED ACCESS AND/OR USE OF THE PLATFORM AND/OR THE SERVICES CONSTITUTES ACCEPTANCE OF SUCH CHANGES.
1.2 Capitalized terms used herein are defined in Section 12 (Definitions) of these Terms of Service.
2.1 The laws applicable to alternative investments are complicated and occasionally ambiguous. In general, they are designed to protect unsophisticated investors 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 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 Platform.
3.1 To Act Responsibly. You are undertaking to act responsibly – which means that, by entering into this Agreement with us, you are undertaking the following:
3.2 Requirements to Use the Services.
(a) That you have the right, power, authority, and capacity to enter into this Agreement on your own behalf or 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 the Services violates provisions of applicable laws, rules or regulations to which you are subject, you will promptly cease use of the Services and close your account;
(b) That you will not use a false name or use an email address owned or controlled by another person in connection with your use of the Services;
(c) That you are 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 Platform you agree to be bound by the terms and conditions of the Non-Disclosure Agreement, displayed on the Platform, by checking the corresponding box.
3.3 Requirements Related to Investments.
(a) That you will only invest in a Moonfare fund or other financial product offered through the Platform 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 and materials provided through the Platform;
(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 Platform, 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 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 Platform or Services of other users or any host or network;
(d) Disparage, tarnish or otherwise harm Moonfare, the Platform and/or the Services;
(e) Upload or transmit (or attempt to upload or transmit) to the Platform and/or the Services any material that acts as a passive or active information collection or transmission mechanism, or any computer code designed to disable, disrupt, distort, harm or otherwise impede, in any manner (including aesthetically), the use or operation of any technology and/or to corrupt any data, including viruses, worms, Trojan horses, spyware, adware ransomware or any other malicious or invasive computer code;
(f) Reverse engineer, alter, modify, decompile, reverse assemble, disassemble, modify or attempt to discover, derive or copy or create any derivative works of any software, source code, structure, methods of, models or data with respect to the Platform or the Services, including all trade secrets therein;
(g) Access or search (or attempt to access or search) the Platform or 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; for the avoidance of doubt, scraping the Platform or Services is expressly prohibited without the prior written consent of Moonfare;
(h) Remove, obscure or change any copyright, trademark, logo, notices, instructions, warnings, labels, hyperlink or other proprietary rights notices contained in or on the Platform or Services or on any 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 Platform or the Services;
(j) Interfere with or circumvent any security feature of the Platform or the Services or any feature that restricts or enforces limitations on use of or access to the Platform or 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 Platform or Services;
(l) Distribute or cause the distribution of Sensitive Information;
(m) Sell access to the Platform or the Services or any part thereof other than through a mechanism approved by Moonfare in writing;
(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 or use of the Platform or the Services as a recommendation or representation of any kind by Moonfare, any affiliate of Moonfare or any employee, officer, director, representative or other agent of any 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 intellectual property displayed on, published by or otherwise available through the Platform, including Content (other than Your Content);
(q) Copy or distribute Content (excluding Your Content) except as specifically allowed in this Agreement;
(r) Use any Content, or other information acquired from Company Persons, investors, or otherwise through your access to or use of the Platform or 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 Platform 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 persons 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 Platform or the Services or viewing Content made available through the Platform or the Services in any way, you may be exposed to Sensitive Information. You shall maintain Sensitive Information in confidence. You may not distribute or republish, or permit or cause any third party to distribute or republish, any information you acquire through the Platform or the Services via an Internet website or otherwise, including Sensitive Information. You may 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 This Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Platform or the Services (collectively, “Updates”). Moonfare, however, may occasionally provide automatic Updates to the Platform or the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Platform or the Services shall become part of the Platform or the Services, as applicable, 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 Platform is subject to this Agreement and certain Moonfare API rules, which will be posted on the Platform before we make these APIs available (and which will then be 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 Platform or 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 All rights, title, and interests in and to the Platform, the Services and Content (other than Your Content) is and will remain the exclusive property of Moonfare and its licensors. The Platform, the Services and Content 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 Platform 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 or other financial products offered through the Platform from those that are not. Moonfare and any distribution partner in this process rely on representations made by investors or distribution partners, as applicable.