Terms and Conditions
ACCEPTANCE OF TERMS
DESCRIPTION OF SERVICE
LinkExec currently provides users with access to a broad range of financial, investment, tax, accounting and other resources, directly, as well as through its network of contacts and service providers (the "Service"). The user of the LinkExec website also understands and agrees that the Service may include advertisements and that these advertisements may be necessary for LinkExec to provide the Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the TOU. The user of the LinkExec website understands and agrees that the Service is provided "AS-IS" and that LinkExec assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
The user of the LinkExec website is responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). The user of the LinkExec website is responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, the user of the LinkExec website must provide and is responsible for all equipment necessary to access the Service.
In consideration of the user of the LinkExec website using the Service, the user of the LinkExec website agrees to: (a) provide true, accurate, current and complete information about the user of the AIN website as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If the user of the LinkExec website provides any information that is untrue, inaccurate, not current or incomplete, or LinkExec has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LinkExec has the right to suspend or terminate the account of the user of the LinkExec website and refuse any and all current or future use of the Service (or any portion thereof).
The information submitted to us will be used primarily for the purpose of creating successful matches between entrepreneurs and investors. Any information received is necessary to provide a level of certain of intent and to maximize credibility. It may also be used to provide backup that may be helpful in your desire to seek capital and/or to invest. It is also needed in order to aid with the continual improvement of the site, compile basic demographic data and to generally improve the services offered to you. The company will not sell, share or rent your confidential information to any independent third parties without your prior consent.
If you decide to register as an entrepreneur or angel investor with LinkExec, "cookies" are used to recognize you on subsequent visits and to make your online experience more user-friendly. "Cookies" are small bits of data that can be sent to your computer which then may be stored by your browser on your computer's hard drive. They cannot be used to retrieve data from your hard drive, email addresses or personally identifying information about you in any way. Most web browsers have features that can notify you when you receive a "cookie" or prevent "cookies" from being sent. Please note that by not accepting cookies, you will limit the website’s functionality.
Transaction information can be securely transmitted to the payment gateway via secure SSL connections. We do not store credit card details nor do we share customer details with any 3rd parties
LinkExec provides links to third party sponsors. These sponsors are independent of this site and regulated by their own policies and procedures. We do not share customer details with any 3rd parties.
MEMBER ACCOUNT, PASSWORD AND SECURITY
The user of the LinkExec website is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under its password or account. The user of the LinkExec website agrees to (a) immediately notify LinkExec of any unauthorized use of its password or account or any other breach of security, and (b) ensure that the user of the LinkExec website exits from its account at the end of each session. LinkExec cannot and will not be liable for any loss or damage arising from failure of the user of the LinkExec website to comply with this Section 5.
The user of the LinkExec website understands that all information, data, text, software, sound, photographs, graphics, video, messages or other materials (the "Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that the user of the LinkExec website, and not LinkExec, is entirely responsible for all Content that the user of the LinkExec website upload, post, email, transmit or otherwise make available via the Service. LinkExec does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. The user of the LinkExec website understands that by using the Service, the user of the LinkExec website may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will LinkExec be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
The user of the LinkExec website agrees to not use the Service to:
a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b) harm minors in any way;
c) impersonate any person or entity, including, but not limited to, a LinkExec official, forum leader, guide or host, or falsely state or otherwise misrepresent the affiliation of the user of the LinkExec website with a person or entity;
d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e) upload, post, email, transmit or otherwise make available any Content that the user of the LinkExec website do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
g) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chLinkExec letters," "pyramid schemes," or any other form of solicitation, except in those areas (if any) that are expressly designated for such purpose;
h) upload, post, email, transmit or otherwise make available any material that contLinkExecs software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
j) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
k) intentionally or unintentionally violate any applicable local, state, provincial, national or international law, including, but not limited to, regulations promulgated by any National, State, Provincial or other Securities Commission or authority, any rules of any national or other securities exchange and any regulations having the force of law;
l) stalk or otherwise harass another; or
m) collect or store personal data about other users.
The user of the LinkExec website acknowledges that LinkExec does not pre-screen Content, but that LinkExec and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, LinkExec and its designees shall have the right to remove any Content that violates the TOU or is otherwise objectionable. The user of the LinkExec website agrees that it must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, the user of the LinkExec website acknowledges that the user of the LinkExec website may not rely on any Content created by LinkExec or submitted to LinkExec, including without limitation information in LinkExec Message Boards and in all other parts of the Service.
The user of the LinkExec website acknowledges and agrees that LinkExec may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOU; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of LinkExec, its users and the public.
The user of the LinkExec website understands that the technical processing and transmission of the Service, including the Content of the user of the LinkExec website, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, the user of the LinkExec website agrees to comply with all local rules regarding online conduct and acceptable Content. Specifically, the user of the LinkExec website agrees to comply with all applicable laws regarding the transmission of technical data exported from the country in which the user of the LinkExec website resides.
CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
LinkExec does not claim ownership of Content the user of the LinkExec website submits or makes available for inclusion on the Service. However, with respect to Content the user of the LinkExec website submits or makes available for inclusion on publicly accessible areas of the Service, the user of the LinkExec website grants LinkExec the following world-wide, royalty free and non-exclusive license(s), as applicable:
With respect to Content the user of the LinkExec website submits or makes available for inclusion on publicly accessible areas of LinkExec Message Boards and LinkExec Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes of providing and promoting the specific LinkExec Message Board or LinkExec Group to which such Content was submitted or made available. This license exists only for as long as the user of the LinkExec website elects to continue to include such Content on the Service and will terminate at the time the user of the LinkExec website removes or LinkExec removes such Content from the Service.
With respect to photos, graphics, audio or video the user of the LinkExec website submits or makes available for inclusion on publicly accessible area of the Service other than LinkExec Message Boards or LinkExec Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. This license exists only for as long as the user of the LinkExec website elects to continue to include such Content on the Service and will terminate at the time the user of the LinkExec website removes or LinkExec removes such Content from the Service.
With respect to Content other than photos, graphics, audio or video the user of the LinkExec website submits or makes available for inclusion on publicly accessible areas of the Service other than LinkExec Message Boards or LinkExec Groups, the perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.
"Publicly accessible" areas of the Service are those areas of the LinkExec's network of properties that are intended by LinkExec to be available to the general public. By way of example, publicly accessible areas of the Service would include LinkExec Message Boards and portions of LinkExec Groups that are open to both members and visitors. However, publicly accessible areas of the Service would not include portions of LinkExec Message Boards and LinkExec Groups that are limited to members, LinkExec services intended for private communication, or areas off of the LinkExec's network of properties such as portions of World Wide Web sites that are accessible through the LinkExec but are not hosted or served by the LinkExec.
The user of the LinkExec website agrees to indemnify and hold LinkExec, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content the user of the LinkExec website submits, posts, transmits or makes available through the Service, the use of and connection to the Service by, the user of the LinkExec website, the violation of the TOU or of any rights of another by the user of the LinkExec website.
NO RESALE OF SERVICE
The user of the LinkExec website agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service, including any intellectual property rights of LinkExec or any person firm or corporation having posted information for availability through the Service.
GENERAL PRACTICES REGARDING USE AND STORAGE
The user of the LinkExec website acknowledges that LinkExec may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retLinkExeced by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on LinkExec's servers on behalf of the user of the LinkExec website, and the maximum number of times (and the maximum duration for which) the user of the LinkExec website may access the Service in a given period of time. The user of the LinkExec website agrees that LinkExec has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintenance or transmitted by the Service. The user of the LinkExec website acknowledges that LinkExec reserves the right to log off accounts that are inactive for an extended period of time. The user of the LinkExec website further acknowledges that LinkExec reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
MODIFICATIONS TO SERVICE
LinkExec reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. The user of the LinkExec website agrees that LinkExec shall not be liable to the user of the LinkExec website or to any third party for any modification, suspension or discontinuance of the Service.
The user of the LinkExec website agrees that LinkExec, in its sole discretion, may terminate the password, account (or any part thereof) of the user of the LinkExec website or the use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if LinkExec believes that the user of the LinkExec website has violated or acted inconsistently with the letter or spirit of the TOU or the LinkExec Acceptable Use Policy. LinkExec may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. The user of the LinkExec website agrees that any termination of the user's access to the Service under any provision of this TOU may be effected without prior notice, and acknowledges and agrees that LinkExec may immediately deactivate or delete the user's account and all related information and files in the user's account and/or bar any further access to such files or the Service. Further, the user of the LinkExec website agrees that LinkExec shall not be liable to the user of the LinkExec website or any third-party for any termination of its access to the Service.
DEALINGS WITH ADVERTISERS
The correspondence or business dealings, or participation in promotions of, advertisers found on or through the Service by the user of the LinkExec website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the user of the LinkExec website and such business, promoter or advertiser. The user of the LinkExec website agrees that LinkExec shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such businesses, promoters or advertisers on the Service.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because LinkExec has no control over such sites and resources, the user of the LinkExec website acknowledges and agrees that LinkExec is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. The user of the LinkExec website further acknowledges and agrees that LinkExec shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
LinkExec'S PROPRIETARY RIGHTS
The user of the LinkExec website acknowledges and agrees that the Service and any necessary software used in connection with the Service ("Software") proprietary and confidential information that is protected by applicable intellectual property and other laws. The user of the LinkExec website further acknowledges and agrees that Content contained in sponsor advertisements or information presented to the user of the LinkExec website through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by LinkExec or advertisers, the user of the LinkExec website agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
LinkExec grants the user of the LinkExec website a personal, non-transferable and non-exclusive right and license to use the Service; provided that the user of the LinkExec website does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the LinkExec website, the Software or the Content. The user of the LinkExec website agrees not to modify the Software in any manner or form, or to use modified versions of LinkExec website, the Software or the Content, including (without limitation) for the purpose of obtaining unauthorized access to the Service. The user of the LinkExec website agrees not to access the Service by any means other than through the interface that is provided by LinkExec for use in accessing the Service.
DISCLAIMER OF WARRANTIES
The user of the LinkExec website expressly understands and agrees that:
a) Its use of the Service is at its sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. LinkExec expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
b) LinkExec makes no warranty that (i) the service will meet the requirements of the user of the LinkExec website, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by the user of the LinkExec website through the service will meet its expectations, and (v) any errors in the Software will be corrected.
c) Any material downloaded or otherwise obtained through the use of the Service is done at the sole discretion and risk of the user of the LinkExec website and that it will be solely responsible for any damage to its computer system or loss of data that results from the download of any such material.
d) No advice or information, whether oral or written, obtained by the user of the LinkExec website from LinkExec or through or from the Service shall create any warranty not expressly stated in the TOU.
e) It waives any claims it now has, or in the future may have, which gives or provides the user of the LinkExec with any cause of action whatsoever.
f) Notwithstanding any other provisions herein, user of the LinkExec acknowledges that neither the LinkExec or its Contributors, nor their affiliates or representatives shall be liable to the user of the LinkExec, for special, incidental or consequential, special, direct or indirect damages arising directly or indirectly from any occurrence whatsoever (including without limitation loss of profits, loss of business opportunity, loss of property, of any nature whatsoever), whether or not such damages were foreseeable by the LinkExec or its Contributors or any one of them was advised of the possibility of such damages and whether otherwise arising from any contractual, tortious acts or omissions of either party or of their respective affiliates or representatives, and whether or not it had any knowledge, actual or constructive, that such damages might be incurred for having relied on the material, information, data or the Content presented or forming part of any of the LinkExec website, to make personal, medical, legal, tax, accounting, investment or financial decisions.
g) The user of the LinkExec accepts total responsibility for any agreement, understanding or relationship the user of the LinkExec enters into with any of the Contributors. Further, the user of the LinkExec understands, acknowledges and agrees that LinkExec, in no manner whatsoever, endorses the said Contributors or whatever pitch may be presented by such Contributors and that LinkExec shall not be held liable for any claims of any nature whatsoever arising or resulting from any thesis or pitch of any of the Contributors, or from any agreement, understanding, association, investment or relationship concluded, agreed, made or established between the user of the LinkExec and any of the Contributors, of any type and for any reason whatsoever.
h) The user of the LinkExec understands, acknowledges and agrees that the LinkExec website is designed as an educational and networking tool only, and that LinkExec is not engaged in rendering, nor is it representing itself as rendering legal, tax, financial, accounting, medical or other professional advice or opinions of any nature whatsoever to the user of the LinkExec.
i) The user of the LinkExec hereby confirms that it qualifies as a sophisticated, accredited or professional investor", pursuant to all applicable legislation relating to the distribution and/or sale of securities.
j) The user of the LinkExec understands, acknowledges and agrees that it is its own responsibility to obtLinkExec independent legal, tax, financial, accounting, medical or other professional advice with respect to evaluating, agreeing, establishing and/or implementing any relationship or investment based on any of the material, information or strategies presented on the LinkExec website. Further, it is highly recommended that the user of the LinkExec take adequate time to review and evaluate whatever material or information received with whichever independent professional advisors the user of the LinkExec deems appropriate.
LIMITATION OF LIABILITY
The user of the LinkExec website expressly understands and agrees that LinkExec shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if LinkExec has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of transmissions or data of the user of the LinkExec website; (iv) statements or conduct of any third party on the Service; (v) any agreement, understanding or relationship the user of the LinkExec enters into with any of the Contributors or any other person or entity with whom it has been put in contact through the LinkExec website; or (vi) any other matter relating to the Service.
EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of sections 17 and 18 may not apply to the user of the LinkExec website.
SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS
If the user of the LinkExec website intends to create or join any service, receive or request any news, messages, alerts or other information from the Service concerning companies, stock quotes, investments or securities, it is hereby urged to read the above Sections 17 and 18 again. These Sections apply with absolute rigor to the user of the LinkExec website. In addition, for this type of information particularly, the phrase "LET THE INVESTOR BEWARE" is paramount. The Service is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. LinkExec and its service providers and suppliers shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any strategy, trading or investment decisions made based on such information.
Notices to the user of the LinkExec website may be made via either e-mail, fax or regular mail. The Service may also provide notices of changes to the TOU or other matters by displaying notices or links to notices to the user of the LinkExec website generally on the Service.
LinkExec, the LinkExec logo, the LinkExec design, and the LinkExec stylized, trademarks and service marks, and other LinkExec logos and product and service names are trademarks of LinkExec (the "LinkExec Marks"). Without LinkExec's prior permission, the user of the LinkExec website agrees not to display or use in any manner, the LinkExec Marks.
The TOU constitute the entire agreement between the user of the LinkExec website and LinkExec and govern the use of the Service by the user of the LinkExec website, superseding any prior agreements between the user of the LinkExec website and LinkExec. The user of the LinkExec website also may be subject to additional terms and conditions that may apply when the user of the LinkExec website uses affiliate services, third-party content or third-party software. The TOU and the relationship between the user of the LinkExec website and LinkExec shall be governed by the laws in force in the United Kingdom, without regard to its conflict of law provisions. The user of the LinkExec website and LinkExec agree to submit to the personal and exclusive jurisdiction of the courts located within the country of Great BritLinkExec. The failure of LinkExec to exercise or enforce any right or provision of the TOU, the LinkExec subscription documentation Terms and Conditions or the LinkExec Acceptable Use Policy shall not constitute a waiver of such right or provision. If any provision of the TOU, the LinkExec subscription documentation Terms and Conditions or the LinkExec Acceptable Use Policy is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU, the LinkExec subscription documentation Terms and Conditions and the LinkExec Acceptable Use Policy remLinkExec in full force and effect. The user of the LinkExec website agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOU, the LinkExec subscription documentation Terms and Conditions and the LinkExec Acceptable Use Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOU are for convenience only and have no legal or contractual effect.
For purposes of this Acceptable Use Policy ("AUP"), a "Customer" is defined to include any organization, individual, company or other entity with which LinkExec Ltd (LinkExec) has entered into any agreement or contract for the supply of services, including through the LinkExec website. A Customer shall also be responsible for the use of the LinkExec website by any subsidiaries, affiliates, partners, Authorized Staff, suppliers, clients, or any other person gaining access to the LinkExec website in any manner whatsoever, that directly or indirectly utilize the LinkExec website provided to the Customer.
The Customer may only use the LinkExec website for lawful purposes. The use of the LinkExec website in violation of any local or international legislation or regulation is prohibited. This includes, but is not limited to, transmission of proprietary or copyright material without the consent of the owner, material legally judged to be threatening, offensive, or obscene, and third party material protected by patent, trade secret or any other type of intellectual property right, whether or not the Customer was aware of the content of the material or of the relevant law.
LinkExec will fully co-operate with investigations of suspected criminal violations and violations of systems or network security under the leadership of law enforcement authorities.
Use of any information obtLinkExeced via the LinkExec website is at Customers' own risk. LinkExec is not responsible for the accuracy, quality, or content of information obtLinkExeced through NS Products.
All LinkExec services are for end-user use only and may not be resold to third-parties without providing end-user information to LinkExec.
The Customer will indemnify and hold LinkExec harmless from any claim brought by third parties alleging that use of the LinkExec website by the Customer has infringed any applicable local or international legislation or regulation. The Customer shall defend and pay all costs, damages, awards, fees (including reasonable legal fees) and final judgments awarded against LinkExec arising from such claims. The Customer shall immediately give LinkExec written notice of any claim the Customer is involved with or aware of. Should the Customer fail to do so, LinkExec may defend such claims at the Customer's sole cost.
LinkExec will cooperate with any law enforcement authorities having jurisdiction to discourage and resist abuses of acceptable use policies. LinkExec reserves the right to take corrective action upon notification to LinkExec of unacceptable use by the Customer. LinkExec reserves the right, at its discretion and without notice, to remove any material or data and to block the use of the network for one or more users.
The Customer may not circumvent user authentication or security of any host, network, or account (referred to as "cracking" or "hacking"), reverse engineer, decompile, deconstruct any programming, nor interfere with service to any user, host, or network (referred to as "denial of service attacks").
The Customer is forbidden to send e-mail to any person who does not wish to receive it. It is explicitly prohibited to send unsolicited bulk mail messages ("junk mail" or "spam") of any kind (commercial advertising, financial and investment promotions, political tracts, announcements, etc.) or to post the same or similar messages to large numbers of newsgroups (excessive cross-posting or multiple-posting, also known as "USENET spam"). A Customer caught spamming on the LinkExec, or who persist in the mass distribution of unsolicited e-mail messages, will be dealt with immediately in accordance with this AUP.
The LinkExec website may be used by the Customer to link into other networks worldwide and the Customer agrees to conform to the acceptable use policies of these networks. The Customer agrees, through its own operations, not to cause disturbances, outages or other problems which may affect LinkExec's network or network based equipment, or which may adversely affect LinkExec's ability to provide services.
LinkExec reserves the right to prohibit activities that violate this AUP or may damage its reputation.
LinkExec will generally not monitor private electronic mail messages sent or received by its Customers but may conduct reasonable investigation of a Customer (i) if required by law or (ii) upon reasonable suspicion of a violation of this AUP to determine if there has been a violation or (iii) when public safety may require it. LinkExec may at all time monitor usage of the LinkExec website electronically to determine if it is operating satisfactorily.
LinkExec may disclose its Customers' information or information transmitted by means of its facilities (i) to comply with legal requirements or (ii) where necessary to protect LinkExec and others from harm or (iii) where such disclosure is necessary to the proper operation of the LinkExec website.
The Customer acknowledges that LinkExec is unable to exercise control over the content of information passing through its facilities or carried as a result of supplying the LinkExec website and is therefore not responsible for that content.
LinkExec reserves the right, at its discretion and without notice, to automatically filter, disconnect and/or deny access to any Customer who violates this policy. This remedy shall also be applied when the Customer has engaged in any of the foregoing activities by using the service of another provider and, channelling such activities through a LinkExec account, re-mailer, or otherwise through the LinkExec website, or using a LinkExec account as a mail drop for responses or otherwise using the services of another provider for the purpose of facilitating the foregoing activities, if such use of another party's service could reasonably be expected to adversely affect the LinkExec website. LinkExec reserves the right, where feasible, to implement technical mechanisms which block multiple postings as described above before they are forwarded or otherwise sent to their intended recipients.
Violation of this AUP (direct or indirect, including by a third party) entitles LinkExec to remove immediately the offending material, establish immediate or temporary filtering, deny access, suspend or terminate one or more subscriptions to the LinkExec website, or take any other appropriate action, as determined by LinkExec in its sole discretion, in addition to any remedies provided by any agreement to provide access to the LinkExec website. LinkExec may give notice of violations but LinkExec reserves the right to act without notice when necessary, as determined by LinkExec in its sole discretion. Nothing in this AUP is to be construed to limit LinkExec's actions or remedies in any way with respect to any of the foregoing activities, and LinkExec reserves the right to take any additional actions it may deem appropriate with respect to such activities, including without limitation, taking action to recover the cost of identifying offenders and terminating their access to the LinkExec website, and charging to cover LinkExec's costs in the event of such termination of access or like situation. LinkExec may co-operate with other service providers to discourage and resist abuses of acceptable use policies. LinkExec reserves the right to take corrective action upon notification to LinkExec of unacceptable use on other networks. The LinkExec website may be linked to other networks world-wide and the Customer agrees to conform to the acceptable use policies of these networks. The Customer agrees, through its operations, not to cause disturbances, outages or other problems which may affect LinkExec's or any other network or network based equipment, or which may adversely affect LinkExec's ability to provide access to the LinkExec website.
Nothing contained in this AUP shall be construed to limit LinkExec's actions or remedies in any way with respect to any of the foregoing activities, and LinkExec reserves the right to take any and all additional actions it may deem appropriate with respect to such activities, including without limitation, taking action to recover the costs and expenses of identifying offenders and removing them from the LinkExec website, and levying cancellation charges to cover LinkExec's costs in the event of disconnection of dedicated access for the causes outlined above. In addition, LinkExec reserves at all times all rights and remedies available to it with respect to such activities at law or in equity.
Customer will indemnify and hold LinkExec harmless from any claim brought by third parties relating to the Customer's use of the LinkExec website. The Customer must defend and pay all damages and costs (including legal fees) arising from such claims. The Customer must immediately notify LinkExec of any claim or potential claim, within the Customer's knowledge, involving the Customer related to the LinkExec website. Failure to do so gives LinkExec the right to defend such claims at Customer's sole cost and expense.
LinkExec is committed to providing quality service to all of its Customers. While the AUP may appear harsh, LinkExec believes it is necessary to ensure that it is able to provide professional, efficient, stable service within an environment of security and trust which its Customers may require and come to expect from an organization such as LinkExec.
This AUP is subject to change. Please contact us with any questions regarding the policy or to report a breach of AUP.
(A)The Client, operating under the brand name (the “Brand”), is operating a startup business and seeking support in its fundraising process;
(B)The Client appoints LinkExec to provide services in support of its fundraising process on the terms of this Agreement.
2.1 The Client appoints LinkExec to provide it with services, in consideration for which the Client shall grant LinkExec the rights set out in this Agreement. The Client agrees that LinkExec has been retained on a non-exclusive basis to provide the following services:
- Access to and support with the LinkExec online platform (the “Platform”); and
- Introducing the Client to potential investors within its network.
2.2 LinkExec agrees, in exchange for the agreed consideration, to provide the Services for an initial 12 month-term which will auto-renew for successive equivalent terms unless either party gives 60 days written notice to terminate prior to auto-renewal (the “Term”). All rights accrued up to the point of termination will continue in force following termination, including obligations to pay Introduction Fees (as defined below) in accordance with clause 4.
2.3 If at any time during the Term either party identifies a need for additional advisory or consultancy services, or a greater time commitment than envisaged from LinkExec needed to deliver the Services (for example if the Client requires support in preparing its Investment Documents), the parties shall negotiate in good faith the terms and conditions particular to the provision of such services together with any adjustment to the consideration granted by the Client to LinkExec in accordance with LinkExec’s then current service rates.
2.4 LinkExec accepts the appointment and shall use all reasonable endeavours to provide the Services:
(i) in a timely, professional and communicative manner; and
(ii) with a degree of skill, care, and prudence as would reasonably be expected from a professional company providing advisory and consultancy services to companies in its industry; and
(iii) in compliance with all applicable law and regulations
2.5 LinkExec is not registered with or regulated by the Financial Conduct Authority and all parties understand as such that the Services do not include promoting the Client to potential investors. LinkExec may make introductions to potential investors, but the Client understands that it is entirely its own role and responsibility to promote its own business to investors in seeking investment from them. LinkExec provides the Services to support the Client’s progress but does not provide any warranty or guarantee that the Client will successfully obtain an investment.
3. Client Obligations
3.1 The Client agrees to LinkExec’s appointment and the terms of this engagement, and shall use all reasonable endeavours to work with LinkExec:
(i) in a timely, professional and communicative manner;
(ii) with a degree of skill, care, and prudence as would reasonably be expected from a professional company receiving the Services; and
(iii) in compliance with all applicable law and regulations.
3.2 The Client agrees that it will assist LinkExec in its provision of the Services including through:
(i) granting access to, and providing, such information and assistance as LinkExec may reasonably require from time to time to enable it to provide the Services (and requiring that its employees, agents and sub-contractors do the same);
(ii) keeping LinkExec informed within a reasonable period of developments or proposals in relation to the Client and/or its operations that may affect the provision of the Services by LinkExec; and
(iii) ensuring that, save as disclosed, information provided to LinkExec in connection with its business is complete and accurate in all material respects and ensuring that information obtained from external sources is obtained without breach of any obligation of confidentiality.
3.3 In respect of clause 3.2 (iii), if during the Term, the Client subsequently discovers something which renders any such information untrue, unfair, inaccurate or misleading, it will notify LinkExec without delay. LinkExec is entitled to rely upon all information supplied to it by or on behalf of the Client and shall not be responsible for the accuracy or completeness of, or have any obligation to verify, the same.
3.4 The Client accepts responsibility for the ongoing development and growth of its business and the outcome of its fundraising efforts, and for properly communicating and cooperating with LinkExec during the Term. Whilst LinkExec may provide expertise, knowledge and skill in delivery of the Services in accordance with clause 2, LinkExec enters into this Agreement on the understanding that the Client (acting by its founder(s)) will be solely responsible for pitching to investors, securing investment commitments and closing investment deals to the best of its abilities.
3.5 Upon signing this Agreement, the Client agrees to comply with all of the provisions of clause 4 in respect of Introduction Fees due to LinkExec.
3.6 The Client understands that LinkExec provides no minimum or periodic time commitment in respect of the Services and that provision of Services is subject to availability of its staff members on reasonable notice, and the knowledge and networks which they possess. LinkExec will not be held liable or responsible in any way in whole or in part or as otherwise agreed where any potential liability or responsibility arises wholly or partly as a result of the Client’s breach or breaches of this clause 3.
The following definitions apply to this section and Agreement generally:
“Introduction” means connecting the Client to an investor or Representative of a potential investor either (i) by connecting them through access to the Platform; (ii) by passing on the investor’s or Representative’s contact details to the Client after having briefed the investor or Representative, or (iii) in writing (including email), by phone or in person (and “Introduce” and “Introduces” shall be interpreted accordingly);
“Introduction Date” means the date during the Term of this Agreement on which LinkExec first Introduces the investor and/or Representative to the Client;
“Introduction Period” means three years from the Introduction Date, irrespective of whether such period ends before or after the date of termination or expiry of this Agreement;
“Investment” means any equity or debt injection of capital into the Company or any member of its Group or any of its affiliates or clients. Where the terms of an investment contemplate amounts being paid in tranches (including on different terms, for example where there is an advanced subscription), the Investment will include all tranches for the purposes of this Agreement.
“Representative” means an employee, officer, intermediary, agent or representative of a person;
4.1 LinkExec agrees to provide the Services to the Client in exchange for (a) the annual recurring Platform subscription fees of £224 + VAT (“Subscription Fees”), and (b) commissions on all Investments received by the Client or any member of its Group from investors during the Introduction Period, where LinkExec has Introduced the relevant investor or a Representative of the relevant investor to the Client (“Introduction Fees”).
4.2 Subscription Fees are payable upon signing this agreement and will be taken from the Client’s nominated payment method each year. We will send a reminder email at or around 30 days prior to the next annual payment being made.
4.3 Introduction Fees due in accordance with clause 4.1 will be calculated and due as a cumulative percentage of the relevant total Investment amount, plus VAT, apportioned as follows:
(i) % of total Investment amount
Therefore, an Investment of £200,000 will result in an Introduction Fee due of £10,000 plus VAT.
4.4 Introduction Fees will become due as soon as the Client receives the applicable Investment and the Client agrees to pay them within no later than 14 days from the date the Investment is received. The Client undertakes to notify LinkExec as soon as any Investment is received, and keep it regularly updated throughout the Investment process. The Client agrees that any failure to do so may give rise to an action against it in damages, which may include but shall not be limited to claims for the Introduction Fee, compensation for all LinkExec time committed to the Client which had previously not been charged at its then current day rates, damages for breach of contract, injunctive or equitable relief and applicable statutory interest.
4.5 If an Investment is to be paid in installments, LinkExec will receive the Introduction Fees in the same proportions as the Company receives the applicable Investment, and the calculations will be made in accordance with clause 4.2 based on the cumulative Investment total.
4.6 If multiple Investments are completed by the same Investor, the Introduction Fees will only apply so long as the Investments occur during the Introduction Period.
4.7 If either party gives notice to terminate this Agreement, then all rights accrued by LinkExec in delivery of the Services will survive termination, and Introduction Fees will remain due in respect of all applicable Investments secured following Introductions during the Introduction Period.
4.8 The Client shall at all times act in good faith towards LinkExec and not act against LinkExec’s financial interests or engage in any activity that may have a direct or indirect effect of reducing artificially any payments due to LinkExec under this Agreement or which may have the effect of circumventing or negating LinkExec’s right or entitlement to them. For this purpose, it does not matter which corporate entity receives the Investment, or whether the Investment is specifically used towards the Brand.
4.9 All sums payable under this Agreement shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding, unless the deduction or withholding is required by law. If any deduction or withholding is required by law, then the Client shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by LinkExec equals the full amount which would have been received by it had no such deduction or withholding been required
4.10 LinkExec may make Introductions to potential investors (or their Representatives) so that they can then seek out and bring together other potential investors for the purpose of making an Investment in the Client either together or independently (“Secondary Investors”). The parties agree that the intention is that the terms relating to Introductions and Introduction Fees in this Agreement will apply equally to any Investment obtained from Secondary Investors, as well as the principal investors. For example, LinkExec may Introduce the Client to a potential investor (such as an independent investor or corporate finance institution) which brings in other financial institutions to join the transaction, and in this case, Investments received from both the original potential investor and the financial institution will be covered by the Introduction Fee terms of this Agreement.
4.11 The Client shall provide LinkExec with a copy of each applicable Investment agreement and any applicable ancillary documents which include reference to further Investment and payment schedules, no later than 14 days after the relevant agreement is completed. Any failure to notify LinkExec of completion or take other action to circumvent or avoid payment of fees to LinkExec will result in LinkExec being entitled to charge and invoice for x3 the amount which would have been due.
4.12 This Agreement does not obligate the Client to accept any offer of any kind from any potential investor, and the Client may refuse to conclude any transaction with a potential investor for any reason in the Client’s sole discretion. Introduction Fees will only be payable on Investment amounts received. Where LinkExec has provided Services over a period of time, and the Client refuses legitimate Introduced Investment opportunities based on its communicated criteria, it agrees to negotiate a replacement service fee with LinkExec in good faith.
6. Term and Termination
6.1 This Agreement shall last for the Term and any extension thereof, terms of which shall be mutually agreed in writing.
6.2 Either party may immediately terminate this Agreement if:
(i) the other party commits a serious or repeated breach of any of its obligations and such breach is not capable of remedy or, if capable of remedy, such breach is not remedied within 30 days of the other party giving notice to remedy it; (ii) the other party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, or is otherwise subject to a winding up order, has an administrator or receiver (or equivalent) appointed in respect of its business, or takes other similar action which may result in that party being wound down or repossessed by its creditors or by legal authorities.
6.3 Any termination shall be without prejudice to the rights of any of the parties accrued as at the date of termination, and terms which naturally survive termination (such as but not limited those relating to Subscription Fees, Introduction Fees, confidentiality, intellectual property and data protection).
7.1 Each party represents and warrants to the other party that:
(i) it is a body corporate duly incorporated and validly existing under the laws of the place of its incorporation;
(ii) it has the legal right and the full corporate power and authority to execute, deliver and perform its obligations under this Agreement (and any other agreements to be entered into in connection with this Agreement);
(iii) the execution, delivery and performance of this Agreement has been properly authorised by it and does not, and shall not contravene any existing law applicable to it; or breach the terms of its constitutional documents.
7.2 The Client further warrants to LinkExec those warranties that:
(i) it will act honestly, reasonably and diligently in all respects when receiving the Services and communicating with LinkExec;
(ii) the share capital of the Client is as stated on the public register at Companies House;
(iii) the Client will comply in all respects with all provisions of this Agreement, in particular section 4 (compensation);
(iv) all Intellectual Property which is, or is likely to be, material to the Client, is (or in the case of applications, will be) legally and beneficially vested exclusively in the Client, is valid and enforceable and not subject to any claims of opposition from any third party.
(v) the Client is not aware of any intellectual property infringement claims in relation to any of the Client’s intellectual property, or which allege the Client is breaching any third party’s intellectual property rights.
(vi) the Client is not involved in any actual or pending litigation or disputes affecting the Client or the Brand and is not aware of any circumstances which may lead to any such proceedings or dispute.
(vii) the Client has no material liabilities that have not been disclosed.
(viii) the Client is not in breach of any statutory obligations in relation to the Company’s business and operations.
(ix) the Client has not granted any security over its assets to any third party.
(x) the Client is not in default of any agreement to which it is a party, or a party to any unusually onerous or long term agreements which could involve a material obligation or liability which has not been disclosed.
8.1 If a question, dispute or difference arises between LinkExec and the Client in relation to this Agreement then either party may notify the other of such question, dispute or difference with a view to an amicable discussion about and resolution of such question, dispute or difference. If, following such notification, such resolution is not found within 7 days then either party may pursue such action as it deems fit in accordance with applicable law.
9.1 Each party agrees to keep all information relating to this Agreement and each party’s businesses, and will ensure that its respective employees and agents, and those of its Group companies, do the same. Keeping the information confidential includes not using it for purposes beyond what this agreement sets out, or generally to the detriment of the other party.
9.2 Section 9.1 will not apply where disclosures are made:
(a) to their professional advisors;
(b) with written consent of the other parties
(c) when required by law, a law enforcement agency, a tax authority, a governmental or regulatory authority or similar; or
(d) in relation to clearly and obviously non-confidential information, particularly where the information is already in the public domain.
10. Intellectual Property
“Intellectual Property” means: (a) all intellectual property rights worldwide arising under statutory or common law or by contract including patents, rights in registered and unregistered trademarks and trade dress, rights in registered and unregistered designs, trade, business and company names, internet domain names and email addresses, copyright (including moral rights), database rights, rights in software, knowhow, secret formulae and processes, lists of suppliers and customers and other confidential and proprietary knowledge and information; and (b) all applications and rights to apply for the registration of intellectual property rights anywhere in the world.
10.1 All Intellectual Property rights in any work delivered by LinkExec specifically for the Client shall, subject to receipt of all due consideration from the Client under or in relation to this Agreement, be assigned to the Client on delivery.
10.2 The Client acknowledges that LinkExec generates materials for general use within its business and/or with other clients, which materials are protected by copyright owned by LinkExec or its licensors. The Client shall gain a non-exclusive right to use certain of such materials, as agreed with LinkExec from time to time, under licence but shall not gain any other rights to or interest in such materials unless specifically agreed by LinkExec in writing. LinkExec reserves the right to withdraw, recall or modify any such materials at any time on demand after the Term.
10.3 The Client retains all Intellectual Property in its own Brand, Documents and business generally, and nothing in this agreement is intended to or will transfer any such Intellectual Property to LinkExec.
11.1 Each party shall comply with the Data Protection Act 2018 (DPA) and the EU General Data Protection Regulation (GDPR) (together, the Data Protection Legislation) when processing personal data. Both parties will ensure that any disclosure of Personal Data (as defined in the Data Protection Legislation) to the other party is compliant with the Data Protection Legislation. LinkExec will process Personal Data pursuant to written instructions of the Client only and will keep all Personal Data secure whilst in its possession and shall at the Client's instruction permanently delete the Personal Data.
11.2 Each party will ensure that it or any of its staff consent to (i) the other party making their personal information available to those who provide products or services to them such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of any part of that party’s business; and (ii) the transfer of such information to the that party’s business contacts outside the European Economic Area.
11.2 Each party shall:
(i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption;
(ii) not engage in any activity, practice or conduct which would constitute an offence under such applicable laws, statutes, regulations or codes; and
(iii) promptly report to the other party any request or demand for, or offer of, any undue financial or other advantage of any kind in connection with the performance of this Agreement.
12.1 LinkExec shall not be liable for any loss or damage in excess of 100% of the total sums paid to it under this Agreement, except where it may not lawfully exclude or limit liability (such as for fraud, or death or personal injury arising out of its negligence). It is agreed that LinkExec provides no minimum commitment and will bear no liability under any circumstances for failure to provide Services, failure to provide them to an expected level, unavailability of its team, or in any way linked to the success or failure of the Client’s fundraising efforts. LinkExec will further not be liable for any matters occurring beyond its reasonable control.
12.2 Where LinkExec makes an Introduction, LinkExec makes no representation or warranty as to the nature of the party which it has Introduced to the Client. LinkExec is under no obligation to vet or investigate any potential investor, and will never be responsible or liable for any relationship of any sort which then forms between the Client, any member of its Group and any potential investor or Representative thereof. The Client and all third parties make their own independent judgments, and the Client agrees that it is required to undertake its own due diligence before entering into any relationships with third parties.
12.3 The Client agrees to indemnify and hold LinkExec harmless for any loss incurred by it (including reasonable professional fees but subject to clause 12.4) as a result of the Client’s breach of this Agreement, including without limitation breach of any warranty, any act of dishonesty or attempted circumvention, any breach of a third party’s Intellectual Property rights, or any action which could impose any liability on LinkExec.
12.4 Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury caused by its negligence.
12.5 Each party undertakes to act in good faith towards the other at all times in respect of the LinkExec Subscription Fees and Introduction Fees and this Agreement generally.
13.1 Any notice in connection with this Agreement shall be in writing and be delivered by hand, by courier using an internationally-recognised courier company or by email to an address previously notified to the other party in writing. A notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery, if delivered by hand, or at the time stated on the courier’s receipt if by courier, or at the time of successful transmission if by email, provided that where delivery occurs after 5.30pm on a working day in the place of receipt, notice shall be deemed to have been received at 9.00am on the next following business day in the place of receipt.
13.2 The addresses of the parties for the purpose of clause 13.1 are those as set out at the top of this Agreement.
14. Governing Law
14.1 This agreement, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes which may arise out of or in connection with these heads of terms or its subject matter.
14.2 Before resorting to the courts system, the parties will attempt to resolve any dispute or disagreement amicably between them in accordance with clause 8
15. Other Legal Terms
15.1 This is an agreement between the parties and only they can enforce it, although the Client agrees it can be enforced against another member of the Client’s Group where an Introduction Fee is due from it.
15.2 This Agreement represents the entire agreement between the parties in relation to the subject matter hereof and supersedes any previous agreement or representation whether written or oral made by either party.
15.3 No amendment or variation of the terms of this Agreement will be effective unless in writing and signed by an authorised person on behalf of all parties.
15.4 All parties must agree in writing before this Agreement is amended, assigned, sub-contracted or transferred in any way.
15.5 If any part of any provision of this Agreement is deemed invalid or unenforceable, that will not affect the validity or enforceability of the remainder of such provision or of any other provision.
15.6 No release, delay or waiver by one party in favour of the other of any part of any of its rights under this Agreement will be binding unless given in writing. Any binding release, delay or waiver will be confined to the specific circumstances in which it is given; not affect any other enforcement of the same right or the enforcement of any other rights available in this agreement; and be revocable at any time in writing.
15.7 The Client agrees that LinkExec may refer to the Client by name and/or use any logo or other trade mark of the Company in LinkExec’s advertising and promotional material, with prior written permission from the Company, and vice versa.
15.8 LinkExec shall act as independent contractor. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party or authorise any party to make or enter into any commitments for or on behalf of the other party. LinkExec may, at its discretion, perform its obligations through any employee, agent or subcontractor, with prior written permission from the Client.
15.9 Corporate definitions and interpretation:
Group: in relation to a company (wherever incorporated), that company, any company of which it is a Subsidiary (its holding company) and any other Subsidiaries of any such holding company; and each company in a Group is a member of the Group. Unless the context otherwise requires, the application of the definition of Group to any company at any time shall apply to the company as it is at that time.
Subsidiary: in relation to a company wherever incorporated (the holding company), any other company in which the holding company (or a person acting on its behalf) directly or indirectly holds or controls either:
(a) a majority of the voting rights exercisable at general meetings of the company; or
(b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of the company, and any company which is a Subsidiary of another company is also a Subsidiary of that company’s holding company.
References to statutes include their amended or extended versions. A reference to ‘in writing or ‘written’ includes email. Clause headings are for ease of reference only.