Terms and Conditions

Updated 6 May 2016

 

Welcome to our startjoin.com website ("Site") and online service for StartCOIN Holdings Limited ("Startjoin", "we", "our" or "us"), Please read our terms and conditions ("Terms") carefully and before using our Site or the platform services ("the Services") we provide. By using our Site you acknowledge that you have read and agreed to these Terms.

 

We reserve the right to take any steps we consider appropriate arising out of your failure to comply with these Terms. Such steps could include (but are not limited to) suspending or terminating provision of the service to you, seeking to recover our costs of defending any claims by you, or even pursuing a claim against you for breach of contract.

 

We reserve the right, at our sole discretion, to change, modify, add or remove portions of these Terms, at any time. It is your responsibility to check these terms periodically for changes. Your continued use of our Site following the posting of changes will mean that you accept and agree to the changes.

 

REGULATORY NOTICE

YOU AGREE WITHOUT RESERVATION THAT STARTJOIN IS NOT AN EQUITY CROWDFUNDING SITE. WE, UNDER NO CIRCUMSTANCES, PROMOTE REGULATED INVESTMENTS/ SECURITIES ON THIS SITE. PLEASE READ THE TERMS CAREFULLY, IN PARTICULAR CLAUSE 9 ON ACCEPTABLE REWARDS, BEFORE USING THIS SITE. WE RESERVE THE RIGHT TO REMOVE ANY PROJECTS IF IT COMES TO OUR ATTENTION THAT THE PROJECT OWNER IS PROVIDING PROHIBITED REWARDS (AS DEFINED BELOW) AND MAY TAKE ACTION AGAINST THE PROJECT OWNERS.

 

Project Issues

We are under no obligation to conduct any due diligence of the Projects on the Site. It is your responsibility as Backer to carry out all the necessary due diligence before making any financial commitment. Further, you accept that StartJOIN will not be liable and you waive all rights to take action against us where you are unsatisfied with a Project that you have backed. If you disregard this waiver and commence an action against StartJOIN, we reserve the right to take action against you for breach of this contract and recover our costs for pursuing such action against you.

 

Refusal/Removal

We reserve the right to refuse applications to add Projects or remove any Projects from the Site for whatever reason without any liability to the Backers or Project Owners. We do not need to provide a reason for the refusal or removal and we disclaim all liability for any damage or losses of any kind you may experience as a result. Please see clause 23 for further details on our limitation of liability.

 

Technical Issues

The site is provided on an as is basis. There may be bugs with the software that may lead to the reversal of payments or other unexpected issues. We disclaim all liability for any damage or losses of any kind you may experience as a result. Please see clause 23 for further details on our limitation of liability.

 

Cryptocurrency

If you are pledging in cryptocurrency then the value of your pledge is fixed at the time that you make the pledge, based on reasonably determined market rates for the cryptocurrency in question.

 

IF YOU DO NOT AGREE TO ANY OF OUR TERMS THEN YOU SHOULD NOT USE OUR SITE, OUR PLATFORM OR OUR SERVICES.

 

1.             What do we do:

 

1.1          We are an online crowd fund raising platform ("Platform"). Our aim is to connect new start-up projects ("the Project") or initial concepts ("Concepts") and the people behind the Projects ("the Project Owner") with people who want to financially back the Project ("the Backers" or "you") by way of pledges, in return for an incentive, benefit or reward ("the Reward").

 

1.2          We use social media tools including without limitation a forum for posting messages, Google+ and a twitter feed along with Facebook ("Social Media"). Every Friday we use this Social Media to identify the most popular Projects and this is displayed on our Site on our StartJOIN leaderboard. The Projects will be chosen by us, using social interactions, page popularity, analytical tools and pledge volumes.

 

1.3          We allow the use of Bitcoin pledges and other cryptocurrency pledges (subject to these Terms).

 

1.4          We also provide an element of crowdsourcing on our Platform. When a Project Owner creates a Concept or a Project they are also able to list any roles and/or skills that they require assistance with. Users are able to search the Site using search facility for Concepts or Projects that fit that search criteria. The user is then able to send a private message to the Project Owner to progress further.

 

2.             What we don't do:

2.1          It is important to bear in mind that we are only acting as a Platform and we do not advise or promote one Project or Concept over another, we do not provide investment advice nor are we responsible for the Projects or Concepts or actions taken by the Project Owners, Backers or any third party.

 

2.2          We do not own any of the Concepts or Projects and are unable to ensure that in every case Project Owners or Backers will complete their transactions/commitments.

 

3.             How our Platform works:

 

3.1          The Platform is bespoke to us and allows for potential Projects at their first stage to feature on the Site to test out user interest and potential support which are called Concepts. Concepts do not accept pledges but do allow for users to indicate interest and/or support by rating each Concept, one per user. Concepts have the ability to convert to a Project at a later stage at the Project Owners request and are a useful tool for the Project Owner to gauge initial interest.

 

3.2          Both Concepts and Projects require Project Owners to provide, to us, all the details, copy text and assets of the Projects ("Owners Materials") to enable us to feature them on our Site and create a Concept or Project page ("Concept or Project Page"). For projects this includes details of the minimum amount they need to raise (the "Target"), and the day and time by which they need to raise it (the "Target Deadline"). Please note there is no cap on the Target and this is set at the Project Owner's discretion.

 

3.3          Once the Project is set up, Backers can then pledge their financial support on the Project Page in exchange for Rewards. Pledges are made through the online secure payment system PayPal API ("PayPal Account"). The minimum amount per pledge is £1.00 and the maximum amount is £5,000.00.

 

3.4          Project Owners also need to decide at this stage whether they will accept pledges by way of Bitcoin payments ("Bitcoin Payments") and ensure this is visible on the Project Page. At the time of pledge Bitpay will calculate the exchange rate ("Exchange Rate"). The Exchange Rate is updated every minute and is available at https://bitpay.com/bitcoin-exchange-rates. We will keep track of your Bitcoin pledge. Bitpay's servers notify us when the payment has been successfully completed through the Bitcoin network. The minimum Bitcoin payment will be determined on the basis of the Exchange Rate applied to the pounds sterling referred to in paragraph 3.3 above.

 

3.5          Projects are fixed:

 

3.5.1      Fixed Projects ("FP's") set a Target and Target Deadline and must hit the Target on or before the Target Deadline otherwise they will be unsuccessful and withdrawn. FP's accept pledges by PayPal Account up until the Target has been hit. Bitcoin Payments are accepted after the Target has been hit up until the Target Deadline.

3.6          There are several categories for the Projects which include:

 

3.6.1      Entrepreneurial Projects – bitcoin, food, small business, sports and technology;

3.6.2      Creative Projects – art, comic, dance, design, fashion, film, gaming, music, photography, theatre, trans media, video/web and writing; or

3.6.3      Cause Projects – animals, community education, environment health, politics, religion and verified non-profit.

3.7          When the Backer makes a pledge for a FP the Backer acknowledges and authorises Paypal or us as appropriate to create a preapproval for that amount. Once a pledge is made, it is an irrevocable commitment from the Backer to pay and as such it cannot be revoked. If Bitcoins are being pledged you will be redirected to a bitpay page where an address to send the pledge will be provided to you. If a FP hits its Target by the Target Deadline then the preapproved payment is processed and the money is transferred to the Project Owner within 7 days. The Project Owner is responsible to pay for any charges, PayPal charges (“PayPal Fee”) and our commission fees (“Our Fees”) which are set out below in the Fees and Commissions section. The Project Owner then has to complete the Project and deliver the Rewards (if any) to you.

 

3.8          If the FP does not hit its Target by the Target Deadline then the preapproval is cancelled and no Bitcoin Payment or PayPal payment is taken from your account.

 

3.9       We agree to practice commercially responsible behaviour in collecting payments pledged by Backers and although we will engage in its reasonable efforts to collect the entire funds pledged by Backers it cannot guarantee that it will be able to collect the entire Target by the Target Deadline in circumstances which are beyond our control. AT NO POINT WILL FUNDS IN EXCESS OF THE 5% FEE PASS INTO OUR ACCOUNT. THERE WILL BE NO MIXING OF DIFFERENT PROJECT FUNDS.

 

3.10       Our Platform Services are operated from our Site and Project Owners and Backers shall complete a registration form creating an account ("Account") entitling the Account holder to become a Startjoin Member ("SJMember") in accordance with paragraph 4, your SJMembership below, before receiving the Services.

 

4.             Use of our Site

 

4.1          You may browse our Site and its content without registering. Our Site is made available free of charge and on a temporary "as is" basis.

 

4.2          You are fully responsible for making all arrangements necessary for you to have access to our Site and for ensuring that all persons who access our Site through your internet connection are aware of our Terms and other applicable terms and conditions, and that they comply fully with them.

 

4.3          Use of our Site is subject to your computer and/or portable device complying with our minimum standard technical specifications and compatibility notice. You are advised to check this specification from time to time to ensure your computer and/or portable device is compatible with our products and services and we shall not be liable for any failure arising from our Site which arises from incompatibility (including without limitation, minimum storage and memory requirements as required from time to time).

 

4.4          You must use our Site in strict accordance with these Terms.

 

4.5          If you are accessing our Site outside the UK and use our Site you do so at your risk and you are responsible to ensure such use is in accordance with the law applicable to your location.

 

4.6          Our Platform is controlled and operated from our facilities in the United Kingdom. We make no representations that our Platform and our Services is/are appropriate or available for use in other locations.

 

4.7          Our Terms are governed by the laws of England and are drafted to be appropriate subject to those laws. We do not suggest that our Site and operational structure is either compliant or non-compliant with any other country within which Projects are operating. It is for this reason paragraph 4.6 above is included. This is also why our Terms are drafted to be targeted towards the United Kingdom only to provide protection against users in other countries who may be able to identify other countries regulations and requirements which are not fully covered by our Terms and practices.   

 

5.             Becoming a SJMember

 

5.1          If you are a Project Owner wanting to submit a Project or a Concept or a Backer wanting to make a pledge then you must register your details on our Site, create an Account and become a SJMember.

 

5.2          If you choose to register then you agree to provide true, accurate, current and complete information about yourself or the Company/Institution you are duly authorised to represent. In registering on our Site you represent to us that you have the legal authority and capacity to form a binding contract.

 

5.3          Each application for registration is for a single user only. We do not permit you to share your username and/or password with any other person nor with multiple users on a network. Registration can be for an individual or corporate entity. In providing this information you consent to our verification checks and procedures which may include, at our discretion, a third party identification checking service. In addition we may need to run additional identity checks on you and you expressly agree that we may run any and all of these checks on you at any time. At such times you will be prohibited from making any pledges until we complete these checks to our satisfaction

 

5.4          By using our Site you confirm you are over 18 years old. If you are under 18 please do not use our Site, attempt to register for an account, pledge any monies, or send us any information (including your name, address, date of birth, email address or telephone number). We do not collect or solicit information from anyone under the age of 18, and shall remove any such information from our system as soon as possible once we become aware we have inadvertently done so.

 

5.5          All registration requests must be completed using English language.

 

5.6          We reserve the right to refuse your registration from our Site for any reason without providing an explanation nor justification.

 

6.             Your Passwords and Account Security

 

6.1          You are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

 

6.2          You are responsible and liable for all activities that occur on your Account (including any unauthorised use of our Account). We do not take any responsibility for any fraudulent use of your Account. However, if you believe your Account has been compromised then you must notify us immediately at [[email protected]].

 

6.3          Your participation in the Service may require you to supply certain personal information to us. We will process this personal information about you in accordance with our Privacy Policy. By using the Site or our Services, you consent to have your personal data transferred to and processed in the UK.

 

6.4          We have the right to disable any user identification code or password whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply fully with any of the provisions of these Terms.

 

6.5          Any abuse or operation of your user account which is not strictly in accordance with these Terms will inevitably result in the disqualification of you as a registered user and may lead to civil or criminal proceedings being brought against you. We may at any time, in our absolute and sole discretion suspend or permanently exclude you as a user of our Site, your Account and/or your SJ Membership. We will determine and decide upon such expulsion if and, in our reasonable opinion, you have breached any of the provisions of these Terms, violated any laws, infringed upon the rights of third parties, undertaken activities for which the Site is not intended or if we have another reasonable suspicion that such action is necessary to protect the activities of the Site and/or its authorised users to prevent manipulation and/or unfair practices of any kind which shall include without limitation use of unauthorised bidding software, registration of several user accounts or SJMemberships which are not authorised or intended by the Site.

 

6.6          We have the right to verify your identity as a registered user. In the event we cannot verify or authenticate your identity using reasonable endeavours and to our absolute satisfaction then we may ask you to provide further proof of identity to our satisfaction including without limitation:

 

6.6.1      original and/or certified copies of photographic ID including without limitation driving licences and/or passports;

 

6.6.2      original and/or certified copies of proof of residential address, such as utility bills, bank statements or other proof of address acceptable to us; and

 

6.6.3      any other documentation which we may request or require.

 

6.7          Should you fail to be able to provide such evidence and proof as requested by us then we shall be entitled to immediately suspend and/or permanently remove such user account and details and/or cancel the same. We will not be liable for any losses, damages or costs arising from our conduct of any checks or your inability to make pledges whilst any checks are impending or as a result of unsatisfactory and/or incomplete completion of the checks.

 

7.             Cooling Off Period

 

You are entitled to change your mind in becoming a SJMember or having an Account with us. You have 7 working days from the date of registration to let us know in writing. In the event that any fee has been paid in respect of our Service and/or SJMembership this shall be reimbursed to you.

 

8.             Concepts, Projects and Project Owners

 

8.1          Project Owners are responsible for ensuring and warrant and represent the Owners Materials submitted to us and all associated information and details surrounding the Concept or Project are accurate, lawful and not misleading or false.

 

8.2          Project Owners must submit their proposed Concepts or Projects along with the Owner Materials to us and we reserve the right to accept or reject your Concept or Project at our sole discretion without providing any reasons and/or justification for doing so. We also reserve the right to remove a Concept or Project or any Owner Materials at any time from our Site, without notice to the Project Owner or providing any explanation and/or justification.

 

8.3          Project Owners may end a Concept early or remove a Concept provided we receive 14 days written notice and the Project Owner takes full responsibility and liability for any third party claims or liability arising out of these actions. Projects may not be ended prior to the Target Deadline.

 

8.4          Project Owners warrant and represent they will take entire responsibility and liability for all Rewards as set out in paragraph 8 below.

 

8.5          Project Owners warrant and represent they will pay all Fees as set out in this paragraph.

 

8.6          On submission of a Concept or Project, the Project Owner agrees to grant to us:

 

8.6.1      a non-exclusive, worldwide, royalty free, transferable, licence to use, replicate, reproduce, digitally distribute, display and publicly perform the Owners Materials to display on our Site as a Concept or Project; and

 

8.6.2      the right and entitlement (ongoing) to use the name of the Project Owner and all associated intellectual property rights in order for us to display the Concept or Project and all associated intellectual property rights on our Site and/ or for marketing and promotion of the Site.

 

8.7          Projects will be written in the English language and will be clear as to the type of Project and category.

 

8.8          Project Owners will provide their name, registered address and registered company number (if applicable) along with current and up to date contact details.

 

8.9          Project Owners will ensure any Owner Materials supplied to us, for use on our Site will conform with our Terms.

 

9.             The Rewards

 

9.1          Any Rewards offered by the Project Owners as an incentive for Backers to pledge on a Project must be lawful and comply with our Terms. Project Owners hereby warrant that none of the Rewards offered by them could be interpreted as a regulated investment/security (Prohibited Rewards). Project Owners agree to ensure that any person, entity, third party they control or have an interest in will also not offer any Prohibited Rewards. If we identify (at our sole discretion) that you are providing or facilitating a Prohibited Reward, we will notify you and ask you to remove the same from your Project. If you do not comply immediately with our request we will remove your Project. We exclude liability for any damages that you may incur as a result of the removal and we reserve the right to take action against you for your breach of this agreement. You agree to indemnify us for any regulatory action or otherwise taken against us as a result of you breaching these Terms. If in doubt over whether a Reward you provide is regulated then you should seek legal advice.

 

9.2          Project Owners can offer Rewards based on a certain pledge value. Alternatively Backers will have the option to make the pledge and opt out of receiving any Reward.

 

9.3          Project Owners agree to fulfil any offered Reward within 30 days of the Target Date being hit or within 30 days of the Reward being available (if only available in the future or contingent on something else in the future) ("the Delivery Date"). Liability for the fulfilment, quality, delivery or return of the Rewards remains solely with the Project Owner.

 

9.4          Once a successful Project and Target Date has been hit the Project Owners are required to fulfil all of the Rewards to the Backers by the Delivery Date. Project Owners must refund any pledges made by the Backers directly to the Backers if they are unable or unwilling to fulfil any Rewards in accordance with these Terms.

 

9.5          Please note that as we only provide a Platform for Backers and Project Owners the cancellation provisions under the Distance Selling Regulations do not apply to our Site.

 

10.          Fees and Commission

 

10.1       We have designed the Platform's functionality to specifically deal with both PayPal's Fee and Our Fee element which are both deducted via the Project Owners account.

 

10.2       The PayPal Fee is paid by the Project Owner once any preapproved pledge is successfully debited from the Backers PayPal Account. For more information on these please visit: https://www.paypal.com/uk/cgi-bin/?cmd=_display-fees-outside or https://www.paypal.com/uk/webapps/mpp/paypal-fees. There are no transaction fees for Bitcoin Payments.

 

10.3       Our Fee is 5% (which includes UK VAT) of the pledge which is also paid by the Project Owner directly to us once any pledge is debited from a Backers PayPal Account or is deducted from any Bitcoin pledges, before being transferred to the project owner. Our Fee will also be payable on any successful FP upon the successful achievement of the Target but not an unsuccessful one.

 

10.4       If you are a Backer you only pay the pledge amount not the PayPal Fee or Our Fee. If you are a Project Owner you are liable to us for both these fees and they are payable to us immediately on receipt of the funds.

 

10.5       This paragraph 10 is intended to be read in conjunction and in strict accordance and acceptance of the PayPal Account Terms.

 

11.          PR & Promotion Connected with a Project

 

11.1       By submitting a Concept, Project or by making a pledge on this Platform, you acknowledge and agree that you may be used in publicity or promotional activities without further consent or payment. Such publicity may include without limitation your name and/or likeness, voice, photographs and/or video footage of you, biographical information provided by you and/or any statement made by you concerning the Concept, Project, Site and/or the Rewards. You agree that any or all such elements may be used by us and our affiliated companies without charge in any and all media in perpetuity throughout the world as we in our sole discretion determine appropriate.

 

11.2       None of our employees are eligible to pledge for Projects included on our Site but they may express interest in, support or rate any Concepts.

 

11.3       We shall exercise the right (in our absolute discretion) to disqualify you from any pledge and/or remove any Reward if we determine in our discretion that you have used an unfair, unlawful or any means to participate in the Concept or Project which is not in accordance with these Terms or the spirit of these Terms. If we take such a step then we shall not be liable to return or reinstate any credit and/or return any monies to you and shall be entitled to suspend or cancel your SJMembership and/or Account and entitlement to access our Services immediately.

 

12.          Dispute Policy

 

12.1       In the event of a dispute arising between a Backer or Project Owner, or any third party, we will attempt to reach an agreed resolution.

 

12.2       In the event that we are unable to reach an agreement with you our senior management may intervene to resolve any outstanding grievance.

 

12.3       You agree to follow any grievance/dispute policy we may put in place from time to time. You agree to diligently and faithfully exhaust this process before taking any grievance/dispute to any Court or regulatory authority. Failure to do so may require us to seek to recover any legal costs from you.

 

13.          Pledges and Payments

 

13.1       The Backer acknowledges and agrees that all pledges made via the Site will be a commitment by the Backer to pay if the Target is reached by the Target Deadline in the case of a FP. As such no pledge is capable of:

 

13.1.1   being withdrawn once made (even if this is prior to the Target Date);

 

13.1.2   refundable; or

 

13.1.3   capable of being exchanged or used in any other manner other than a pledge towards that particular Project.

 

13.2       All pledges and resulting payments on the Site must be made via a valid PayPal Account or valid Bitcoin wallet. Please note that all payments will be subject to the terms and condition of PayPal ("PayPal Terms") and the Backer may not act in any manner that would put the Backer or us in breach of these PayPal Terms.

 

 

13.3       To place any pledge for any Project offered via the Site and Platform you will firstly need to:

 

13.3.1   register an Account and set-up as a SJMember;

 

13.3.2   be accepted by us as a registered user of the Site; and

 

13.3.3   set-up a valid PayPal Account.

 

13.4       Pledges for FP's may be made up until the Target Deadline. We will attempt to ensure all pledges will be accepted up until the Target Deadline but we do not take any responsibility for any loss of chance or opportunity suffered by the Backer of the Project Owner if the pledges are not made or received by the Platform before the Target Deadline by any event outside of our control as set out in paragraph 27.

 

13.5       Should any pledge made by you through your PayPal Account not be honoured or accepted by your associated financial institute or PayPal then we may charge a returned payment fee to cover the additional administration cost and any other associated costs which we may incur. We reserve the right, in our absolute discretion, to suspend or cancel access to your Account and/or SJMembership until payment in full of such amounts, including any fees we may charge you to return an unhonoured payment is received. Alternatively we reserve the right to temporarily block or suspend access to any unverified SJMembership and/or Accounts you may control that reasonably appear to be abusing the operation of our Site and/or in breach of these Terms via the placement of large pledges until the identity of such individuals connected with the Accounts have been verified and confirmed to our satisfaction.

 

13.6       No monies will be refunded or returned to you unless specifically agreed with us in writing which we will determine in our absolute discretion.

 

14.          Other Applicable Terms

 

14.1       Our Terms refer to the following additional terms, which also apply to your use of our Site:

 

14.1.1   Our Privacy Policy which set out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Site, you consent to such processing and you represent and warrant all data provided by you is accurate, complete and up to date.

 

14.1.2   Our Cookie Policy which sets out information about the use of cookies on our Site.

 

14.1.3   Our Accessibility Policy which sets out information on how you can access and use our Site.

 

15.          Ownership of Materials and Licences

 

15.1       Our Site and the materials on it or available through our email services ("Our Materials") are protected by copyright, trade mark and other intellectual property rights and laws throughout the world. Our Materials are owned by or are licensed to us. You are permitted to display Our Materials only on a computer screen and to download and print a hard copy for your personal use provided you do not alter or remove any copyright, trade mark or other proprietary notices.

 

15.2       You agree not to:

 

15.2.1   use any of Our Materials on our Site for commercial exploitation without our prior written consent to be determined in our absolute discretion;

 

15.2.2   establish a link to our Site from any other website, intranet or extranet site without our prior written consent;

 

15.2.3   do anything that may interfere with or disrupt our Site or our Services made available via our Site;

 

15.2.4   post any information on or sent any information via our Site (whether on any bulletin board or in any chat room or otherwise) that does not comply with the Acceptable Use Policy set out at paragraph 16 below;

 

15.2.5   do anything that may infringe the rights or entitlements of any other person; or

 

15.2.6   do anything which is not in compliance with applicable law.

 

15.3       If you send any comments, suggestions or materials to us from or concerning our Site or our Services ("User Materials") then:

 

15.3.1   we shall be entitled to adapt, broadcast, copy, disclose, licence, publish, sell, transmit and otherwise use such User Materials for any and all commercial and non-commercial purposes; and

 

15.3.2   you warrant and represent, including without limitation for publicity and marketing purposes, you have obtained all necessary licences, consents, entitlements and/or approvals in order to allow us such use.

 

16.          Acceptable Use Policy

 

16.1       Any and all User Materials and Owner Materials which you contribute to or send via our Site must:

 

16.1.1   be accurate (where they state facts);

 

16.1.2   be genuinely and reasonably held (where they state opinions); and

 

16.1.3   comply with all applicable law in the United Kingdom, and in any country from which they are posted.

 

16.2       Any and all User Materials and Owner Materials which you contribute to or send via our Site must not:

 

16.2.1   facilitate or promote illegal or immoral activity;

 

16.2.2   be likely to deceive any person;

 

16.2.3   by or contain anything which is technically harmful (including, without limitation, a computer virus, logic bombs, Trojan Horses, worms, harmful components, corrupted data and other malicious software or harmful data);

 

16.2.4   be used to impersonate any person or organisation, or to misrepresent your identity or affiliation with any person or entity, conduct fraud, hide or attempt to hide your identity;

 

16.2.5   infringe the intellectual property rights or other rights of any third party including without limitation, anything for which you have not obtained all necessary licences and/or approvals;

 

16.2.6   promote unlawful violence, discriminate based on race, gender, colour, religious belief, sexual orientation, disability;

 

16.2.7   give the impression they emanate from us, if this is not the case;

 

16.2.8   be contributed or sent for commercial gain, aside for as it specifically relates to the Project;

 

16.2.9   be threatening, unlawful, harmful, libellous, obscene, harassing, defamatory, obscene, indecent, seditious, offensive, pornographic, inflammatory, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance, inconvenience or controversy;

 

16.2.10 would constitute or encourages conduct that would be considered a criminal offence, give rise to civil liability or otherwise be contrary to the law of or infringe the rights of a third party, in any country of the world; and.

 

16.2.11 refers to a Prohibited Reward (see clause 9 above).

 

16.3       The list in paragraph 16.2 above only serves to provide examples and is not meant to be an exhaustive list of the types of unacceptable uses that may result in the immediate restriction, suspension or termination without notice of your use of our Site and any associated activities including without limitation any Project.

 

16.4       If you find any content on our Site to be in any way offensive, obscene, defamatory, racist, harmful, inaccurate, unlawful, illegal or deceptive in any way, please note us immediately by emailing us at [email protected] using the subject heading "Breach of Acceptable Use Policy". On receipt of your complaint we may remove or block access to the content complained of once this has been considered and investigated by us.

 

17.          Your responsibilities and warranties

 

17.1       You warrant and represent that whilst using our Site you will not:

 

17.1.1   use profanity or act in a manner which would upset or offend others;

 

17.1.2   attempt to hack, interfere, compromise the systems integrity, or make unauthorised alterations or introduce any kind of malicious code to our Site, or us, by any means;

 

17.1.3   continue to use our Site or be involved with a Project if we have cancelled, suspended, refused or revoked your SJ Membership for any reason;

 

17.1.4   act in a manner which is unlawful or socially irresponsible;

 

17.1.5   take any steps or assist others to use, reproduce or exploit the intellectual property rights associated with our Site which you acknowledge are exclusively owned and controlled by us;

 

17.1.6   disguise or interfere in any way with the IP address of the computer you are using to access our Site or otherwise take steps to prevent us from correctly identifying the actual IP address of the computer you are using'

 

17.1.7   post ads or promote third party websites; or

 

17.1.8   harvest or otherwise collect information about others (such as email addresses or other personally identifiable information) without the person's prior written consent.

 

17.2       You further warrant and represent to us that:

 

17.2.1   you will act in good faith at all times when accessing and using our Site and use our Site for legitimate purposes only;

 

17.2.2   you will provide accurate and up to date information to us;

 

17.2.3   you will read and comply with our Privacy Policy;

 

17.2.4   you are over 18 years of age, of sound mind and capable of taking responsibility for your own actions; and

 

17.2.5   you are not an undischarged bankrupt or in a voluntary arrangement with your creditors.

 

17.3       We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate any Account and Membership in breach of these Terms.

 

17.4       You acknowledge we reserve the right to monitor any and all communications made to us or using our Site.

 

17.5       You acknowledge we may retain copies of any and all communications made to us or using our Site, Services or Platform.

 

17.6       You agree that we are not responsible in any way for the accuracy, suitability or obligation to make any payment of taxes to any entity on your behalf. You will indemnify and hold us harmless against all liabilities, costs, interests and expenses (including reasonable solicitors fees) incurred by us that arise out of any third party or governmental claim that involves, relates to or concerns:

 

17.6.1   any local, regional or national tax obligation or amounts due or owing under any tax regulation, order or decree; or

 

17.6.2   any dispute concerning the tax status of Startjoin.

 

17.7       You further agree to hold us harmless against all losses, liabilities, claims or demands arising out of any breaches of the representation and warranties and assurances in this paragraph 17.

 

18.          Updating our Site and its Materials

 

18.1       Whilst we endeavour to ensure that our Site is accessible 24 hours a day, we update our Site regularly and we may need to restrict access to part of or the entirety of the Site, from time to time, without notice in order to do so. We accept no responsibility and will not be liable in the event our Site is unavailable at any time or for any period.

 

18.2       Access to our Site may be suspended temporarily and without notice in the case of system failure, maintenance or repair for reasons beyond our control. Any pledges attempted to be made at such times may as a result be missed may be unable to be made resulting in a Project reaching its Target Deadline with or without the pledge. Both the Backer and the Project Owner acknowledge that any interruption to our Site as a result of this paragraph or an event outside of our control at paragraph 27 may affect the pledge, the Project and the potential Project Target. Both the Backer and the Project Owner accepts that this is a risk and acknowledges that we will not be liable for any loss suffered as a result of this paragraph 18.

 

18.3       All User Materials posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such User Materials originated. You are entirely responsible for any User Materials that you post, email or otherwise make available via our Service. The Site also uses Social Media and any use of published content ("Social Content") whether publicly posted or privately transmitted is the sole responsibility of the person who originated such Social Content.

 

18.4       As a Platform provider we do not monitor or control the Social Content posted on our Services and we cannot take responsibility for such Social Content. Any use or reliance on any content or materials posted via our Services or obtained by you through our services is at your own risk. If you have any concerns about Social Content then please notify us immediately at [email protected].

 

18.5       The User Materials and/or Social Content on our Site may be out of date at any given time and are provided Ôas is', without any conditions, warranties or terms of any kind. According, to the maximum extent permitted by law, we provide you with our Site on the basis that we exclude representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for this legal notice, might have effect in relation to our Site.

 

18.6       Other than personally identifiable information, which is covered in our Privacy Policy, any User Material and/or Social Content you transmit or post to our Site shall be considered non-confidential and non-proprietary. We only act as a Platform and you accept we are an open Platform. We do not offer financial advice, promotion or advice in respect of any of the Projects. We shall have no obligations with respect to such User Material.

 

19.          Intellectual Property Rights:

 

19.1       Startjoin is a registered trade mark in the UK, registered number: UK0000301884.

 

19.2       All other names, logos, icons and marks identifying our products and Services are unregistered trademarks of StartCOIN Holdings Limited and may not be used for personal or commercial use. Any unauthorised use of our registered and unregistered trademarks may result in civil and/or criminal prosecution.

 

19.3       Our Site and Platform, their design and content including all text, information, still and motion video, audio and audio visual material, code and/or software and the reports, information and content available to be downloaded from our Site are owned by us. All rights not expressly granted in these Terms are reserved by us.

 

19.4       Materials from our Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1998 apply.

 

19.5       You are granted a personal, limited, non-transferrable, non-exclusive licence to access our Site and print and download extracts from our Site for your own private personal use on the following basis:

 

19.5.1   no documents or related graphics on our Site are modified in any way;

 

19.5.2   no graphics on our Site are used separately from the accompanying text;

 

19.5.3   you do not modify or allow a third party to modify, or create a derivative work, reverse engineer or otherwise attempt to discover any source code or software available on our Site.

 

19.6       The grant of this limited licence is conditional upon your agreement and compliance with these terms. We may revoke this licence at any time and in our absolute discretion.

 

20.          Privacy Policy and Use of Data

 

The collection, storing and use of your data and information is governed by our Privacy Policy. Our Privacy Policy applies to the use of our Site and its terms are made part of these Terms by this reference. Additionally by using our Site you accept that use of the internet are never completely private or secure and messages or information may be intercepted and read by others even in the cases of encryption.

 

21.          Disclaimer and Liability

 

21.1       ALL CONTENT ON OUR SITE IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH RELIANCE SHOULD BE PLACED AND ANY STRATEGY, TACTICS, BEHAVIOUR OR APPROACH YOU ADOPT WHEN TAKING PART IN ANY PLEDGE OR PROJECT IS DONE SO ENTIRELY AT YOUR OWN RISK.

 

21.2       WE DO NOT PROMISE THAT OUR SITE OR THE MATERIALS, USER MATERIALS, OWNERS MATERIALS, SOCIAL CONTENT, SERVICE OR ANY FEATURE OF OUR SITE WILL BE ERROR FREE OR INTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF OUR SITE WILL PROVIDE SPECIFIC RESULTS. WE CANNOT ENSURE THAT ANY FILES OR DATA YOU DOWNLOAD WILL BE FREE OF VIRUSES OR CONTAMINATION.

 

21.3       WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF ANY PERSONS SUBSCRIBING TO OUR SERVICES NEITHER DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF OUR SERVICES BY OTHER USERS OF THE COMMUNITY. WE THEREFORE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

 

21.4       ALL CONTENT ON THE SITE IS NOT INTENDED TO AMOUNT TO ADVICE (INCLUDING WITHOUT LIMITATION INVESTMENT ADVICE) ON WHICH RELIANCE SHOULD BE PLACED AND ANY STRATEGY, TACTICS, BEHAVIOUR OR APPROACH YOU ADOPT WHEN TAKING PART IN ANY PROJECT OR PLACING ANY PLEDGES IS DONE SO AT YOUR OWN RISK.

 

21.5       ALL MATERIAL ON THE SITE IS PROVIDED "AS IS", WITHOUT ANY CONDITIONS, WARRANTIES OR OTHER TERMS OR ANY KIND. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE PROVIDE YOU WITH THE SITE ON THE BASIS THAT, ASIDE FROM AS SPECIFICALLY SET OUT IN THESE TERMS, WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS IMPLIED BY LAW OF SATISFACTORY QUALITY, FITNESS FOR PURPOSE AND THE USE OF REASONABLE CARE AND SKILL WHICH, BUT FOR THESE TERMS, MIGHT HAVE EFFECT IN RELATION TO THE SITE.

 

21.6       We shall not be liable to you for any loss or damage which you may suffer as a result of being an Account holder and/or a SJMember or using our Services provided via our Platform, except where such loss or damage arises from our breach, by negligence, wilful deceit or fraud only, of these Terms. We are not responsible for any breach of our Terms however arising from events outside of our reasonable control.

 

21.7       In the event of a breach, our liability, if any, is capped at the total amount of money pledged by you or the sum of £50,000 (whichever is the lessor amount) if any, in the past 6 months, giving rise to the liability and you agree not to involve us in any litigation that occurs due to using our Site or Services.

 

21.8       Our Service is controlled and operated from our facilities in the UK and is intended to be used by UK investors only. We make no representations that our Site, Platform or Services are appropriate or available for use in other locations. Those who access our Site or Service from other jurisdictions do so at their own risk and are entirely responsible for compliance with local law, including but not limited to export and import laws.

 

21.9       Whilst every effort has been made to ensure that these Terms adhere to the terms and conditions in the Unfair Contract Terms Act 1977, in the event that any of these Terms are found to be unlawful, invalid or otherwise unenforceable, that term is deemed to be severed from these Terms and shall not affect the validity and enforceability of the remaining Terms. This paragraph 21.9 shall only apply within jurisdictions where a particular term is illegal.

 

21.10    In the event that we do not exercise any right or remedy contained in these Terms no waiver of that right or remedy shall be construed.

 

22.          Indemnity

 

You agree to indemnify us harmless from demands, loss, liability, claims (including solicitor fees), demands, damages, expenses and costs including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties made against us by any third party due to or arising out of connection with any Materials, User Materials, Social Content and/or any third party Materials you post or share on or through our Site, the use of our Service or your use of our Site

 

23.          Limitation on Liability

 

23.1       SUBJECT TO THE OTHER PROVISIONS OF THESE TERMS, WE, ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE SITE), AND ANY OF OUR GROUP COMPANIES AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF ANY OF THEM, EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR ANY KIND OF LOSS OR DAMAGE THAT MAY RESULT IN YOU OR A THIRD PARTY IN CONNECTION WITH THE SITE IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE SITE, ANY WEBSITES LINKED TO OUR SITE OR THE MATERIAL ON SUCH WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING OUR SITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM OUR WEBSITE OR ANY WEBSITES LINKED TO OUR SITE (INCLUDING WITHOUT LIMITATION, ANY DIRECT LOSS OR DAMAGES OF INCOME, PROFITS, OPPORTUNITY, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGES ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION, AND WHETHER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT OR OTHERWISE AND ANY INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES).

 

23.2       NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR:

 

23.2.1   DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE (AS SUCH TERM IS DEFINED BY THE UNFAIR CONTRACT TERMS 1977); OR

 

23.2.2   FRAUD; OR

 

23.2.3   ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

23.3       YOU ASSUME ALL COSTS IF YOUR USE OF OUR SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT, SOFTWARE OR DATA.

 

23.4       WE DO NOT WARRANT THAT FUNCTIONS CONTAINED IN OUR SITE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT OUR SITE'S SERVICE IS FREE OF VIRUSES, WORMS, TROJAN HORSES, BUGS OR SIMILAR HARMFUL DEVICE.

 

23.5       We shall not be liable for any loss or damage which may be incurred by you as a result of:

 

23.5.1   any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship of transaction between you and any advertiser or Backer whose advertising appears on our Site;

 

23.5.2   any changes which we may make to our Site or Service, or for any permanent or temporary cessation in the provision of our Site or Service (or any features within our Site or Service);

 

23.5.3   the deletion of, corruption of, or failure to store, Our Materials, the User Materials and Social Content and other communications data maintained or transmitted by or through your use of the Site or Service;

 

23.5.4   your failure to comply fully with these Terms; and

 

23.5.5   your failure to keep your Bitcoin wallet and/or your account details secure and confidential.

 

24.          Abuse

 

To report any abuse of the Service please email: [email protected]

 

25.          Third Party Links and Resources in our Site

 

25.1       You acknowledge and agree that we are not responsible for the availability of any third party websites or Social Content or User Material you access through our Site, and that we do not endorse and are not responsible or liable for any content, advertising, products or services on or available from such websites or material, nor for any damage, loss or offence caused, or alleged to be caused, by or in connection with use of our reliance on any content, advertising, products or services available on or available from such websites or material. Links to third party websites on our Site are provided solely for your convenience. If you use these links, you leave our Site. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. As a result, we do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to our Site you do so entirely at your own risk.

 

25.2       Please note that we are not responsible for the terms of use or data collection practices of any other websites and we encourage you to read the privacy statements and terms of use of those linked websites.

 

25.3       We do not permit the linking of the Site from any third party websites unless we have provided our express written consent to do so.

 

26.          Withdrawal of your Access to the Website

 

Any use of our Site or any User Materials or Social Content provided on it other than strictly in accordance with our Terms is prohibited. If you breach any of our Terms, your permission to use our Site automatically terminates and you must immediately destroy any downloaded or printed extracts from our Site. We also reserve the right to terminate or suspend your Account and SJMembership immediately and without reason. In addition we may remove any Project, pledge or any other benefit associated with our Platform if any breach of our Terms is established.

 

27.          Events out of our control

 

We will not be responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events or circumstances outside our reasonable control including but not limited to fire, floods, storms, earthquakes, volcano eruptions and explosions, war, trade disputes and/or civil commotion, power surges, electrical failures, blackouts, internet unavailability, viruses, server interruption, obstruction or delay of any telecommunication service and/or any other delay caused by a third party or industrial disputes and any other event or circumstance outside of our control which affects the use of our Site, Platform and/or Services.

 

28.          Third Parties

 

Only the parties to these Terms may seek to enforce them and in this regard the provisions of the Contracts (Rights of Third Parties) Act 1999 is expressly excluded.

 

29.          Governing Law and Jurisdiction

 

29.1       These Terms and any dispute or claim arising out of or in connection with them or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of laws principles. You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation.

 

29.2       Any subsequent claim that a legal proceeding, including any tort claim, brought in accordance with this clause has been brought in an inconvenient forum or that the venue of that proceeding is improper, is hereby waived.

 

30.          Variation

 

We reserve the right to change our Terms at any time. The new version will be posted on our Site and will take effect immediately upon posting. If you use our Site after the new Terms have come into effect any further use of our Site indicates your agreement to be bound by the new Terms.

 

31.          Ending these terms

 

31.1       Our Terms will continue to apply until terminated by either you or us. You may end your legal agreement with us at any time by deactivating your Account and SJMembership and discontinuing use of our Services. Please note that any outstanding Projects or pledges will remain bound by the terms until the Target Deadline.

 

31.2       We may suspend or terminate your Account and/or SJMembership or case to provide you with all or part of our Services, at any time, including but not limited to, if we reasonably believe:

 

31.2.1   you have breached any of our Terms;

 

31.2.2   you have created risk or possible legal exposure to us;

 

31.2.3   your use of the Site is not in accordance with applicable law; or

 

31.2.4   the provision of Services to you is no longer commercially viable.

 

In all instances we will notify you by the email address associated to your account.

 

32.          Waiver

 

The failure of us to enforce any right or provision in our Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provision of these Terms will remain in full force and effect.

 

33.          Our details and how to contact us

 

33.1       We are Startjoin which is the trading name for StartCOIN Holdings Limited.

 

33.2       We are registered in England and Wales and our registered company number is: 08624882.

 

33.3       Our registered office is at 51 Clarkegrove Road, Sheffield S10 2NH.

 

33.4       Our VAT number is: 168493465.

 

33.5       For more information about our company, please check out our About Us section.

 

33.6       To contact us, please email [[email protected]].

 

33.7       If you have any concerns or queries about User Material which appears on our Site or if you have questions about your use of our Site or any of these Terms please email us [[email protected]]. If you have any suggestions for improvements or additions that you would like to see on our Site please email us [[email protected]]. Our postal address for correspondence is 51 Clarkegrove Road, Sheffield S10 2NH.

 

Thank you for visiting our site.

 

21st January 2014