Terms and Conditions of Service

These Terms and Conditions of Service (the "Agreement") set out the terms under which Verabro licenses use of the Verabro Services to the Customer. Capitalised terms have the meaning given in clause 1.

By creating an account, ticking the acceptance box during registration, or accessing and using the Verabro Services, you accept this Agreement and our Privacy Policy. If you do not agree, you must not use the service. Acceptance takes place expressly by ticking the corresponding box on the registration page, not merely by continued use of the platform.

The person accepting this Agreement on behalf of the Customer represents and warrants that they have sufficient authority to bind the Customer. The Customer acknowledges that the Verabro Services are intended solely for professional/business use, and not for consumer use. The Customer will ensure that its Users comply with this Agreement and will remain responsible for such compliance.

1. Definitions

"Verabro" means the entity operating the platform and the Verabro Services described in this Agreement.

"Verabro Applications" means the Verabro web application (and, where applicable, mobile application) through which the Verabro Services are provided.

"Verabro Content" means all data, information and materials owned by or licensed to Verabro, included in the Verabro Services, excluding Customer Data.

"Verabro Services" means Verabro's fundraising platform, including the investor database, the CRM, the AI matching tools and, where applicable, any advisory services contracted, as described in the Documentation.

"Confidential Information" means any information disclosed by one party to the other (excluding Customer Data) that should reasonably be treated as confidential, including information relating to the disclosing party's business, customers, plans, processes, source code or intellectual property.

"Customer" means the self-employed professional or organisation, over 18 years of age and with authority to act on behalf of its company, that enters into this Agreement with Verabro.

"Customer Data" means all data, information and materials that the Customer or its Users enter, upload or transmit through the Verabro Services, including personal data.

"Data Processing Agreement" or "DPA" means the data processing agreement Verabro makes available to the Customer, which forms part of this Agreement where applicable.

"Documentation" means the user guides and other documentation relating to the Verabro Services that Verabro makes available from time to time.

"Effective Date" means the date on which the Customer first accesses or uses the Verabro Services, or the date on which the Customer accepts this Agreement, whichever occurs first.

"Fees" means the subscription fees and any other amounts payable by the Customer under this Agreement.

"Initial Term" and "Renewal Term" have the meaning set out in clause 3.

"Free Trial" means a period of three (3) days, or such other period as Verabro may determine, during which access to the Verabro Services may be offered at no cost, subject to any usage restrictions Verabro determines.

"Plan" means the subscription plan chosen by the Customer at sign-up, which determines the features, usage limits and support available.

"Third-Party Platform" means any platform, application or software provided by a third party with which the Verabro Services integrate.

"User" means the individual authorised by the Customer to use the Verabro Services through an assigned account.

2. Description and provision of the service

Subject to the terms of this Agreement, Verabro will provide the Verabro Services to the Customer in accordance with the contracted Plan and the applicable Documentation.

3. Term

Unless earlier terminated under clause 15, this Agreement begins on the Effective Date and continues for an initial period of one (1) month or twelve (12) months, as agreed at sign-up (the "Initial Term"). This Agreement will automatically renew for successive periods of equal length (each, a "Renewal Term"), unless either party notifies the other in writing at least fourteen (14) days before the end of the current term.

4. Accounts and eligibility

The Customer must be at least 18 years old and have authority to act on behalf of its company. The Customer is responsible for keeping its credentials secure and for all activity carried out under its account and those of its Users.

5. Licence to use and scope

5.1. Subject to the terms of this Agreement, Verabro grants the Customer a limited, non-transferable, non-exclusive, non-sublicensable and revocable licence, for the term of this Agreement, to access and use the Verabro Services, and to allow its Users to do so, solely for internal business use.

5.2. The Customer grants Verabro a non-exclusive, worldwide, royalty-free licence, for the term of this Agreement, to use Customer Data to the extent necessary to provide the Verabro Services.

5.3. All rights in the Verabro Services not expressly granted in clause 5.1 are reserved to Verabro.

5.4. The Customer will not, and will ensure its Users do not, do any of the following:

• (a) reverse engineer, decompile or attempt to discover the source code or underlying structure of the Verabro Services, except to the extent permitted by law;
• (b) resell, sublicense or make the Verabro Services available to third parties without express authorisation;
• (c) modify or create derivative works based on the Verabro Services;
• (d) attempt to circumvent any usage, technical or contractual limit;
• (e) interfere with security measures or attempt to gain unauthorised access to Verabro's systems; or
• (f) upload or transmit malicious software or unlawful content through the Verabro Services.

5.5. Artificial intelligence features. Certain features of the Verabro Services incorporate matching and analysis through artificial intelligence ("AI Features"). The Customer acknowledges that:

• (a) any output generated by the AI Features (the "Output") is indicative only and does not constitute financial, legal or investment advice;
• (b) the Customer is responsible for independently verifying any Output before acting on it, in particular before contacting investors;
• (c) the AI Features must not be used to make, in an automated manner, decisions that have legal or similarly significant effects on third parties; and
• (d) Verabro does not guarantee the accuracy, completeness or suitability of any Output.

5.6. The Customer is responsible for the access and use of any integration with Third-Party Platforms that it activates from its account. Verabro has no obligation to provide support for such Third-Party Platforms, does not control or endorse them, and will not be liable for any loss arising from the exchange of Customer Data with them.

5.7. Use of the Verabro brand, name and logo by the Customer requires Verabro's prior written authorisation, except as expressly permitted in this Agreement.

6. Administrators and Users

6.1. The Customer will designate one or more individuals as responsible for communications with Verabro and for User management ("Administrators").

6.2. The Customer warrants that, before onboarding a User, it has informed such User and obtained their consent for Verabro to contact them, and has provided them with the Privacy Policy. The Customer will only provide corporate email addresses.

6.3. The Customer is responsible for all activity carried out through its Users' accounts and will notify Verabro without delay of any unauthorised access.

7. Acceptable use

The Customer undertakes not to misuse the platform, including: extracting or "scraping" the investor database in bulk, reselling access, contacting investors with misleading information, attempting to breach security, or infringing applicable law.

8. Billing, Free Trial and payment

8.1. Unless otherwise agreed, Fees are payable in advance, monthly or annually depending on the contracted Plan.

8.2. Verabro may start and end a Free Trial at its sole discretion. Upon expiry of the Free Trial, the Customer may continue on a paid Plan or cancel its account.

8.3. Upgrading to a higher-priced Plan takes effect immediately; downgrading to a lower-priced Plan takes effect at the end of the current Initial Term or Renewal Term.

8.4. Except as expressly provided in this Agreement, Fees are non-refundable. Verabro does not charge success fees on capital raised by the Customer.

8.5. Verabro may change the Fees on thirty (30) days' notice, effective as from the next Initial Term or Renewal Term.

8.6. In the event of non-payment, Verabro may suspend access to the Verabro Services after notifying the Customer, without prejudice to claiming the amounts due.

8.7. The Fees do not include applicable taxes (VAT or equivalent), which will be the Customer's responsibility.

9. Disclaimer of warranties

The Verabro Services are provided "as is" and "as available". To the maximum extent permitted by law, Verabro disclaims any implied warranty of fitness for a particular purpose or of results. Verabro does not guarantee that the Customer will obtain financing or any particular outcome with any investor.

10. Intellectual property

10.1. Nothing in this Agreement transfers ownership of intellectual property rights from one party to the other, except as expressly stated herein.

10.2. Verabro is and will remain the owner of all intellectual property rights in its brand, logo and the Verabro Services (including the Verabro Content, but excluding Customer Data).

10.3. The Customer retains ownership of Customer Data and warrants that it has the right to license such data to Verabro under this Agreement.

10.4. Licence to use the Customer's name and logo. By creating an account and accepting this Agreement, the Customer grants Verabro a non-exclusive, royalty-free, worldwide and revocable licence to use its trade name and logo for identification and marketing purposes (for example, on Verabro's website or in promotional materials as a customer of the platform). This licence:

• does not imply any transfer of ownership over the Customer's brand or logo;
• is limited to identifying and truthful use, without implying endorsement or any relationship other than that of a customer of the platform;
• is revocable at any time by the Customer, without need of justification, by email to support@verabro.com, after which Verabro will remove the Customer's name and logo from its public materials within a maximum of 10 business days; and
• terminates automatically at the end of the contractual relationship, without prejudice to the possibility of requesting its early removal.

10.5. Any comments or suggestions the Customer provides about the Verabro Services may be used freely by Verabro, without compensation or attribution.

11. Customer warranties and regulatory compliance

The Customer represents and warrants that: (a) its use of the Verabro Services and of any data it inputs complies with applicable law, including data protection law; (b) it will not introduce malicious software or unlawful content into the platform; and (c) it has obtained the necessary consent from the Users it onboards.

12. Indemnification

12.1. The Customer will indemnify and hold Verabro harmless from any third-party claim arising from (a) the use of the Verabro Services by the Customer or its Users in breach of law or of this Agreement, or (b) any Customer Data that infringes intellectual property rights or applicable law.

12.2. Verabro will defend the Customer against third-party claims alleging that the Verabro Services, when used in accordance with this Agreement, infringe a third party's intellectual property rights, and will indemnify the Customer for the resulting damages, unless the infringement arises from an unauthorised modification of the Verabro Services by the Customer.

13. Limitation of liability

13.1. Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) wilful misconduct or fraud; (c) payment of Fees due; or (d) any other liability that cannot be excluded by law.

13.2. Subject to clause 13.1, neither party will be liable to the other for lost profits, loss of business, loss of data, or any indirect, incidental or consequential damages arising out of this Agreement.

13.3. The total aggregate liability of each party is limited to the total amount of Fees actually paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.

14. Confidentiality

14.1. Each party will keep the other's Confidential Information confidential, applying at least the same level of care as it applies to its own confidential information, and will not use or disclose it except for the purposes of this Agreement, or to advisers, employees or suppliers subject to equivalent obligations.

14.2. These obligations do not apply to information that is in the public domain, already known to the recipient, or whose disclosure is required by law or competent authority.

14.3. Customer Data is not treated as Confidential Information for these purposes and is governed by the DPA and the data protection provisions of this Agreement.

15. Data protection

Each party will comply with applicable data protection law (GDPR and LOPDGDD) and with the terms of the Data Processing Agreement (DPA), which forms an integral part of this Agreement.

16. Termination

16.1. Either party may terminate this Agreement with immediate effect, by written notice, if the other party commits a material breach that is not remedied within thirty (30) days of notice, or enters into insolvency or similar proceedings.

16.2. The Customer may cancel its account at any time by cancelling its subscription, or by requesting it by email to support@verabro.com. Cancellation takes effect at the end of the current billing period.

16.3. Upon termination, Verabro will make Customer Data available for download by the Customer for thirty (30) days, after which it may be deleted in accordance with the Privacy Policy.

16.4. Verabro may terminate this Agreement for non-payment after thirty (30) days of arrears from the notice of non-payment, or with immediate effect where necessary to comply with law or to address a security incident.

17. Force majeure

Neither party will be liable for failure to perform its obligations (except the Customer's payment obligations) where such failure arises from circumstances beyond its reasonable control, including natural disasters, acts of war, pandemics, government decisions or widespread internet or telecommunications failures.

18. Amendments to this Agreement

Verabro may amend this Agreement from time to time by publishing the updated version on its website. If the change is material, including any change affecting the logo licence in clause 10.4 or essential service terms, the Customer will be asked to re-accept expressly (new tickbox) before such change becomes applicable. For all other non-material changes, continued use of the Verabro Services after they come into force implies acceptance of them.

19. General provisions

19.1. Failure to exercise a right by either party does not constitute a waiver of that right.

19.2. This Agreement does not create any agency, partnership or employment relationship between the parties.

19.3. If any provision of this Agreement is held invalid or unenforceable, such provision will be modified to the minimum extent necessary, with the remainder of the Agreement remaining in full force and effect.

19.4. The Customer may not assign its rights or obligations under this Agreement without Verabro's prior written consent. Verabro may assign this Agreement without the Customer's consent, provided this does not reduce the Customer's rights.

19.5. This Agreement constitutes the entire agreement between the parties in respect of its subject matter, and supersedes any prior agreement or understanding, oral or written.

20. Governing law and jurisdiction

This Agreement is governed by Spanish law. The parties submit to the competent courts of Madrid to resolve any dispute arising from this Agreement, without prejudice to any mandatory consumer protection rules that may apply.