INTRODUCTION

Please read these terms and conditions of use of the KoinoNIA Platform including the Schedule (Terms) carefully before signing up as a user of any of the products or services (Services) offered on the www.koinonia.foundation website (Website). These Terms will apply to your use of the Website as well as to any Services you use, in addition to any supplemental terms and conditions you may be required to agree to, in order to access those particular Services. The Terms constitute a binding agreement between you, as the user of the Website and any Services and each member of the KF Group (as defined below). Your use of the Website and/or any Services will confirm your acceptance of these Terms. Please note that changes may be made to the Terms from time to time to reflect changes to the Services offered, changes to applicable laws or regulations or other changes that any member of the KF Group considers desirable. Any such changes will be published on the Website and your continued use of the KF Platform shall be your consent to such changes.

DEFINITIONS

In these Terms, capitalised terms have the following meanings:

INTERPRETATION

Unless the context otherwise requires in these Terms:

1. the singular includes the plural and the masculine includes the feminine and neuter genders and vice versa;
2. references to a person include natural persons, companies, partnerships, firms, joint ventures, associations or other bodies of persons (whether or not incorporated);
3. writing and written includes any method of representing or reproducing words in a visible form, including in the form of an Electronic Record;
4. a reference to shall shall be construed as imperative and a reference to may shall be construed as permissive;
5. the term and/or is used to mean both and as well as or. The use of and/or in certain contexts in no respects qualifies or modifies the use of the terms and or or in others. Or shall not be interpreted to be exclusive, and and shall not be interpreted to require the conjunctive, in each case unless the context requires otherwise;
6. any phrase introduced by the terms including, includes, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
7. headings are inserted for reference only and shall not affect construction;
8. references to any statute or statutory provision include that statute or provision as it may have been, or may from time to time be, amended, modified, reenacted, or replaced and include references to all by-laws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom;and
9. any reference to these Terms or to any other terms and conditions, agreement or instrument is a reference to these terms or, as the case may be, the relevant terms and conditions, agreement or instrument as may be amended, restated, supplemented, replaced or otherwise modified from time to time.

KF PLATFORM INTELLECTUAL PROPERTY

1. The company name and stylised logo of KoinoNIA, koinonia.foundation, and KF are registered trademarks owned by the Platform Operator. All rights to use these registered trademarks are reserved to members of the KF Group.
2. The Platform Operator owns the copyright in all content displayed on or provided through the Website, other than third party images and descriptions licensed for use on the Website and any User Generated Content. No Website content may be copied, reproduced or revised without the prior consent of the Platform Operator. Copies of Website content may be saved and/or printed for personal use only.
3. Any User that uploads any User Generated Content to the Website represents that it has the legal right to do so without infringing the intellectual property rights of any other person, and grants KF Group a royalty-free, unlimited duration, irrevocable licence to display and distribute such User Generated Content on the Website and to make use of the content in any manner the KF Group considers appropriate, in its absolute discretion.
4. Members of the KF Group own and assert their intellectual property rights in the software, processes and Website content and Services that constitutes the KF Platform, except to the extent any such intellectual property rights are licensed from third party providers.

USE OF THE WEBSITE

1. There is no age restriction for browsing the Website, but a natural person must be aged 18 or over to become a Member. Each User is responsible for checking any additional age restrictions that apply to them in their own jurisdiction.
2. You shall not, and you shall ensure that no person using your Account shall submit any content to or otherwise use the Website or make use of any content or Services displayed on or provided through the Website in any manner that would infringe any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property right of any other person or entity, or violate any law, regulation, court order or contract.
3. You shall not, and you shall ensure that no person using your Account shall submit any content to the Website that:
4. you know is false, misleading, non-factual, lacking of official proof and evidence or inaccurate;
5. is unlawful, threatening, abusive, harassing, racist, prejudice, defamatory, libellous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy;
6. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
7. contains software viruses or any other computer codes, files, or programmes that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party; or
8. impersonates any person or entity, including any KF Team.
9. You may only use the content or Services displayed on or provided through the Website for your own personal, non-commercial purposes, unless you are a Funding Member (in which case you may submit Pitches in accordance with these Terms and a Pitch Agreement) or a Broker Member (in which case you may act as a broker for Investor Members in accordance with these Terms).
10. You shall not take any action that imposes or may impose (as determined by the Platform Operator in its sole discretion) an unreasonable or disproportionately large load on the KF Platform’s infrastructure; interfere or attempt to interfere with the proper working of the Website or any Services; bypass any measures used to prevent or restrict access to any part of the Website or any Services (or other accounts, computer systems, or networks connected to the Website); attempt to or actually override any security component included in or underlying the Website; run mail list, list serv, or any form of auto-responder or “spam” on the Service; use manual or automated software, devices, or other processes to access, “scrape”, “crawl” or “spider” any page of the Website or any Services provided on or through the Website; or perform any activities through the Website that are not expressly permitted by the Platform Operator and/or these Terms.
11. You shall not directly or indirectly decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website or any Services, except to the limited extent applicable laws specifically prohibit such restriction; modify, translate, or otherwise create derivative works of any part of the Website or any Services; or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
12. You shall not engage in “framing”, “mirroring” or otherwise simulating the Website; and you shall not use any manual or automatic mechanism for monitoring any activity conducted on or through the Website for any purpose, unless expressly permitted by the Platform Operator and/or these Terms.
13. The Platform Operator does not guarantee the availability of the Website or any Services or that any User Generated Content will be made available on the Website. The Platform Operator reserves the right, at any time, for any reason, and without notice to: (i) cancel, reject, interrupt, remove, or suspend any Pitch; (ii) remove, edit, or modify any content, including, but not limited to, any User Generated Content; and/or (iii) remove or block any User Generated Content.
14. The KF Group is not responsible for, does not endorse and makes no representation whatsoever as to the truth, accuracy, correctness or otherwise of any User Generated Content.
15. The inclusion of a link to another website on the Website does not imply any endorsement or control of such website. Unless expressly stated, no websites linked to the Website are under the control of the KF Group. Accordingly, the KF Group assumes no responsibility for the content of any such websites and disclaims liability for any and all forms of loss or damage arising out of the use of them.
16. While the Platform Operator takes reasonable steps to ensure that the Services correspond with their descriptions on the Website, it takes no responsibility for any variation between such descriptions and the actual Services provided.

NO INVESTMENT ADVICE

The KF Platform operated by the Platform Operator is designed to bring together businesses seeking investment finance with investors looking to invest in such businesses. Investor Members are required to make their own assessment of any investment opportunity presented to them on the KF Platform. Neither the Platform Operator nor any other member of the KF Group should be regarded as advising on the suitability of any investment opportunity presented on the KF Platform and, in particular, the presentation of an investment opportunity on the KF Platform should not be regarded as an implied recommendation of such opportunity by any member of the KF Group to Investor Members or any other person.

INVESTMENT RISK WARNING

Investments through the KF Platform are speculative and are only available to KoinoNIA community members. You should not make any Investment through the KF Platform if you are not able to bear the loss of your entire Investment.

USE OF COMMUNICATION FACILITIES

1. When submitting any content or making any other communication through the KF Platform or any communications system provided on the KF Platform you must:
2. not use obscene, pornographic, illegal, indecent, inappropriate, defamatory, offensive, racist, sexist, antisocial and vulgar content, language or materials;
3. not behave in a manner that may cause offense to other Users/Members and KF Team, or behave in an antisocial way such as – online “trolling” or harassing;
4. refrain from abusive, offensive or threatening behaviour towards other Users/Members and KF Team;
5. not submit any content that is unlawful or otherwise objectionable. This includes but is not limited to content that is abusive, offensive, threatening, harassing, prejudice, defamatory, attack on religious beliefs, ageist, sexist, or racist;
6. not submit any content that is intended to promote or incite hate and/or violence;
7. not submit any content, express opinions, ideas or beliefs without hard official proof of evidence or without legal validation that may discredit, mislead, or cause loss and harm in any way including, but not limited to, financial or personal loss and harm to any person’s reputation;
8. make all submissions or enquiries in the English language;
9. only identify yourself by means which do not violate these Terms or any applicable law or regulation;
10. not impersonate other people, particularly KF Team;
11. not use the KF Platform for unauthorised mass-communication such as “spam” or “junk mail”; and
12. not refer to, intervene in, interfere with or intercept information relating to any ongoing investigation, litigation or dispute carried out by or involving the KF Group. Any dispute and/or litigation shall be strictly between the KF Group and the individual User and shall be kept strictly private and confidential. Any User that breaches this obligation will be liable for any direct or indirect loss or damage to any member of the KF Group, whether financial, reputational or otherwise, together with any costs of recovery from such User.

1. You acknowledge that the Platform Operator reserves the right to record, monitor and retain copies of any and all communications made through the KF Platform.
2. You agree that the Platform Operator may communicate with you through your Account or through other means including but not limited to email, mobile devices, smartphone devices and other digital electronic devices, telephone, or delivery services such as courier services and postal services; and that the Platform Operator may contact you to discuss your Account, the KF Platform or any Services. Please review the settings on your Account to control what kind of messages you receive from the KF Platform. You acknowledge and agree that the KF Group accepts no liability associated with or arising from your failure to maintain accurate contact details or other information on your Account, including, but not limited to, your failure to receive critical information about any Services. You are solely responsible for keeping your contact information associated to your Account (“Contact Information”) up to date. You understand and agree that if any member of the KF Group or any KF Team send you a communication to the Contact Information you provide but you do not receive it because your Contact Information is obsolete, incorrect, out of date, blocked by your provider or you are otherwise unable to receive the communication, the KF Group will be deemed to have provided the communication to you. If we receive an email bounce back as a response to communication we send to you, we may deem to consider your Account not active and your ability to operate on the KF Platform may be limited. No member of the KF Group is responsible for the update of your Contact Information. If you intend to update your Contact Information, please log into your Account and update your information according to these Terms. If you are unable to access your Account please contact us to info@koinonia.foundation.
3. The KF Platform offers various forums such as “Questions and Answers” and “Network Updates”, where you can post your observations and comments on designated topics and Pitches. The KF Platform also enables sharing of information by allowing Users/Members to post updates, including links to news articles and other information such as other pitches, due diligence, product recommendations, and other content to their profile and other parts of the Website, such as “Company Pages”.
4. Any questions, feedback, suggestions, comments, inquiry and or requests you post on the “Questions & Answers” section of the Website in relation to any Pitch, must not contain any false or unfounded accusation and must not intend to cause harm, damage or loss to the Funding Member that has submitted the Pitch. In the case of criticism, you may provide constructive criticism only without use of vulgar or abusive language, you will avoid criticism that may cause the Funding Member embarrassment, loss, damage or harm, or negatively affect the reputation of its Pitch, unless the criticism is justified and backed by hard or digital evidence to be legally truthful and accurate. Any information, comment and opinion you wish to express or disclose publicly in relation to a Pitch must be backed verifiable evidence or information. Any information disclosed must be factually accurate and truthful, and must not constitute defamation or a disclosure of private and confidential information.
5. Funding Members that submit a Pitch can create “Company Pages” for free, however, the Platform Operator may close or transfer any “Company Pages”, or remove any content, including any Pitch, from the Website at any time without prior notification if the content violates any of these Terms, any third party’s intellectual property rights or any other law, regulation, court order or contract.
6. Please note that ideas you post, due diligence and information you share may be seen and used by other Users/Members, and the KF Group cannot guarantee that other Users/Members will not use the ideas, due diligence and information that you disclose and share on the KF Platform. Therefore, if you have an idea or information that you would like to keep confidential and or don’t want others to use, or may be subject to infringement of third party rights due to you sharing it, do not post it anywhere on the Website. The KF Group is not responsible for any User’s misuse or misappropriation of any content or information you post on any part of the Website.
7. You are solely responsible for your interactions with other Users/Members and KF Team. Without any prior notification to you, the Platform Operator may in certain circumstances, prohibit, block or restrict your use of the Website or any Services and/or your communications with other Users/Members through the KF Platform. The Platform Operator reserves the right, but has no obligation, to monitor disputes between you and other Users/Members and to restrict, suspend, or close your Account at any time for any or no reason.
8. You agree that any translation of these Terms or any other documentation relating to the KF Platform, provided to you by the Platform Operator, is for your convenience only and that the English language versions of these Terms and any such other documentation shall prevail in the event of any inconsistency.
9. You acknowledge and agree that any communications and information you submit to the KF Platform or through any communication system provided on the KF Platform, such as posting comments and opinions on any Website forum, may be removed or modified in any way by the Platform Operator, without any prior notification, for any reason and without having to provide a reason to you, and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of your communications and information must be communicated to us in advance, yet we reserve the right to reject such terms and associated information.
10. You acknowledge and agree that any ideas, suggestions, documents, or proposals you submit to the KF Platform through its comment, suggestion or feedback webpages, do not constitute your confidential or proprietary information; and that the KF Group is under no obligation of confidentiality, express or implied, with respect to any such submission, shall be entitled to use or disclose any such submission for any purpose, in any way, in any media worldwide. You irrevocably assign to the KF Group all rights in and to any intellectual property contained in any such submission, and acknowledge that you are not entitled to any compensation or reimbursement of any kind from the KF Group in respect thereof.

MEMBERSHIP

1. All Users must first open an Account on the KF Platform to become a Member. Members are only permitted to open one Account on the KF Platform. If, upon investigation, it is discovered that a Member has attempted to open two Accounts then it is in the entire discretion of KF to terminate the duplicate account created by the Member or to consolidate the same.
2. To become an Investor Member, a Member must also complete the KF Platform’s customer due diligence (CDD) process, which is required for the KF Group to comply with its obligations under applicable anti-money laundering, counter-terrorist financing, anti-proliferation financing, anti-bribery and sanctions (collectively AML) laws, rules and regulations. The CDD process for Investor Members involves the Member providing such verification of its identity, source of funds/wealth and tax identification number (TIN) as the Platform Operator may require, and an Investor Member will be required to update and/or supplement any such CDD periodically, at such intervals as the Platform Operator considers necessary or reasonable to comply with the KF Group’s AML obligations. Each Investor Member must update their Contact Information as per above. An Investor Member must also verify that it is a HNW Person or a Sophisticated Person, and, if applicable, that it falls within a specific category of professional investor within its jurisdiction. The specific verification requirements from time to time will be displayed in the verification section of your Account. In the Platform Operator’s discretion, a Member may be granted Investor Member access to the KF Platform prior to completing the CDD process, but that process must be completed prior to the Investor Member making its first Investment. It is each Investor Member’s responsibility to update its CDD information provided to the Platform Operator if any of the details contained therein become out of date.
3. Broker Members are admitted to the KF Platform by separate agreement with the Platform Operator. They are authorised to act as brokers on behalf of Investor Members in certain jurisdictions where local securities regulations prevent those Investor Members making Investments on their own behalf. Where a Member is resident in an applicable jurisdiction the details of the services of the relevant Broker Member will be displayed, as such, the Platform Operator will share data about relevant Investor Members to the Broker Member. An Investor Member that invests through a Broker Member will access Services through the Website as if it were investing directly, but the Broker Member will review and assess whether the Investor Member meets the local requirements to be able to invest. Investor Members may receive communications from Broker Members regarding their due diligence provided and the Broker Member may request additional documentation or information in order to assure it that the Investor Member meets the investment qualification requirements. An Investor Member should endeavour to cooperate with the Broker Member in order to complete the due diligence necessary. At no point will a Broker Member request an Investor Member to make a transfer to it; all financial transactions are done through the Platform Operator and, where relevant, with the Escrow Agent.
4. To become a Funding Member and submit a Pitch on the KF Platform, a User must open an Account, submit certain information relating to the Pitch, and complete the KF Platform’s CDD process. The CDD process for Funding Members and their proposed Pitches, includes verifying the identity of the individual Funding Member and due diligence on the entity offering Investee Securities. Successful applicants must also enter into a separate Pitch Agreement with the Platform Operator.
5. In certain circumstances, the Platform Operator (or third party service providers acting on its behalf) will accept self-certifications from Members in relation to their investor status for regulatory purposes, in lieu of full third party certification of such status that may be required by the laws and regulations applicable to other Members. Where self-certification is accepted, the Member submitting the self-certification will be deemed to represent and warrant to each member of the KF Group that all information contained in the self-certification is true, accurate and correct and that no information is omitted that would result in such information being misleading in any way.
6. You acknowledge and consent to the sharing of your personal data with third party service providers for purposes of screening Members for purposes of legal and regulatory compliance, including, but not limited to, compliance with applicable international and/or national sanctions, and AML compliance. This verification work may be conducted on an ongoing basis. Due to regulatory requirements, the Platform Operator may request additional due diligence from Investor Members from time-to-time which includes matters such as source of funds, proof of address and residency, questionnaires to determine risk. Such requests may be made at any time whilst the Investor Member has an Account with the KF Platform and are an obligation to be undertaken by the KF Platform. Under no circumstances does the Platform Operator accept any liability for any delays that result from imposing due diligence requirements during or after the onboarding process with an Investor Members. Investor Members agree to cooperate in a timely manner regarding the provision of due diligence information.
7. The KF Platform is provided on an as is basis. At times the KF Platform may experience a high demand which results in congestion of the customer support desk. This may result in a delay in the delivery of support to Investor Members. The Platform Operator endeavours to address enquiries within a reasonable period however does not accept liability for any losses, indirect or otherwise, that results from an Investor Member suffering a loss due to a delay in customer support.
8. No person who is a direct or indirect competitor of the KF Platform (or any Affiliate of such person) may be a Member and any use of the Website to obtain information or content for any competitive purpose will be a breach of these Terms.
9. Death of a Member

Upon the death of a Member, the Platform Operator shall cooperate with the estate of the deceased Member (the Deceased) following such procedures as are required by the applicable laws. The Platform Operator requires all persons communicating with the Platform Operator as a representative of the Deceased (Personal Representative) to go through an identity verification process and to provide evidence of their authority (eg. grant of probate). The Platform Operator requires that all documents provided by Personal Representatives shall be authenticated through certification or notarisation. All such Personal Representatives will be informed by the Platform Operator of the procedures that apply in the event of an inheritance matter, such procedures to be shared with the Personal Representative at the time of an enquiry being sent to the KF Platform. The Platform Operator shall have the right to charge a reasonable administration fee for the work associated with processing any transfers in relation to the Deceased’s estate as such may pertain to assets held by the Deceased on the KF Platform.

PITCHES AND INVESTMENTS

1. All Members can access general but limited investment information on the KF Platform, but only Investor Members are able to access the full investment section, including the “Pitch Summary” page of the Website and make Investments. Clicking on any Pitch Summary will reveal additional information about the Pitch on its “Pitch Detail” page of the Website. The Pitch will include responses to questions posed by the KF Platform as well as files such as business plans, financial forecasts, slide decks, articles of association, video pitch and any shareholder agreements submitted by the relevant Funding Member. The Pitch will also include information on how much finance the business is seeking, what percentage of its equity it is offering (where applicable) and how long the Pitch will stay active (meaning for how long Investments will be accepted). The detailed Pitch is the information upon which Investor Members make an investment decision with respect to a proposed Investment.
2. The Platform Operator has reviewed every Pitch published on the Website and taken reasonable steps to check that the information in the Pitch is fair, clear and not misleading. While the Platform Operator takes reasonable care in its review of any evidence provided for factual statements made in any Pitch, it does not audit or endorse it and will not be liable for any failure to identify forged or altered evidence or information or deliberately misleading or inaccurate statements made in any Pitch (except where such failure is the result of its gross negligence). As a result, each Investor Member will be solely responsible for performing its own due diligence on any Pitch, which can be facilitated by joining the “Pitch Investor Zone” on the Website. You should further note that the Platform Operator’s approval of a Pitch for publication on the Website, does not constitute its endorsement of any aspirational statements, or statements of opinions or belief made in the Pitch by the entrepreneurs who have submitted it.
3. The Platform Operator does not provide investment advice. Its approval of a Pitch for publication on the Website does not imply any recommendation by the Platform Operator of the proposed Investment contained in the Pitch. The KF Group will not be liable for any investment losses incurred by an Investor Member that makes an Investment based on the information contained in a Pitch. Investor Members should recognise that all Investments made on the KF Platform are speculative and no Investor Member should make an Investment unless it is prepared to bear the loss of the entire amount invested.
4. Pitches are made available on the KF Platform for the sole purpose of Investor Members evaluating the Investments proposed therein. Any confidential information contained in a Pitch must be kept confidential and not used for any other purpose, in accordance with the terms of the Non-Disclosure Agreement Investor Members must agree to prior to viewing any Pitch.
5. An Investor Member must enter into an Investment Agreement and provide its Payment Information at the time it pledges Funds to an Investment pursuant to a Pitch or deposits Funds into its Account for Secondary Market purchases. Payments may be made via any Payment Gateway and will be held in an Escrow Account. Where Funds are submitted for Investment pursuant to a Pitch, they will be held in an Escrow Account for the duration of the applicable funding period and then returned (if the funding goal is not reached) or released to the Platform Company to make the Investment in accordance with the terms of the Investment Agreement. Where Funds are deposited for the purpose of Secondary Market purchases, they will be held in an Escrow Account until applied to a purchase or a withdrawal is requested.
6. Funding Members cannot cancel their Pitch while it is live on the KF Platform, but the Pitch can be cancelled at the end of its funding period. If a Pitch is cancelled, all Investor Members that have pledge Funds will have those Funds returned.
7. Upon an Investment being funded through the KF Platform, the Funding Member responsible for the applicable Pitch shall be responsible for ensuring that the investment interests offered pursuant to the Pitch are issued to the Platform Company, as nominee for the investing Investor Members. No member of the KF Group shall be responsible for any losses resulting from a Funding Member’s failure to do so, in the absence of any fraud, wilful misconduct or gross negligence on the part of such KF Group member.
8. The Platform Operator accepts no responsibility for any failure by an Investor Member to successfully make a specific Investment as a result of any incorrect or incomplete Payment Information submitted by the Investor Member or any non-receipt of pledged Funds into an Escrow Account during the applicable funding period (for example, where Funds are sent by bank wire transfer and do not arrive in time). Any Funds pledge pursuant to a Pitch that arrive in an Escrow Account after the end of the applicable funding period will be returned. No interest will be payable on any amounts held in an Escrow Account and any interest that accrues will be retained for the benefit of the Platform Operator.
9. Any transaction fees payable to a third party provider of a Payment Gateway when Funds are paid into an Escrow Account, returned or withdrawn from an Escrow Account will be payable in addition to the amount of any pledged Investment or deducted from any amount returned or withdrawn, as applicable.
10. Withdrawal without investment. After having completed the CDD process, the Investor Member will be in a position to deposit funds into its Account. All deposits are for the sole purpose of investment. Should the Investor Member decide to make a deposit and then request for a withdrawal of funds without making any eligible investment, the Investor Member will be in breach of these Terms. Nonetheless the Platform Operator may allow for the withdrawal to be made under exceptional circumstances and with a reasonable cause provided by the Investor Member. In such a case, the Platform Operator may charge an additional administrative fee for the processing of the Investor Member’s request. The amount of the fee will be communicated to the Investor Member upon receipt of the request for a withdrawal.
11. The Platform Operator may further charge withdrawal fees on any withdrawal by an Investor Member from its Account at the rate published on the Website from time to time.
12. A Funding Member that submits a Pitch shall be entitled to reject a proposed Investment by any Investor Member, for any reason or no reason. If a Funding Member rejects an Investor Member’s proposed Investment, any pledged Funds submitted by the Investor Member to an Escrow Account in respect of the proposed Investment shall be returned.
13. Any Funds that are to be returned to an Investor Member from an Escrow Account may, at the Investor Member’s request, be retained in an Escrow Account. Any Funds so retained will be subject to any applicable withdrawal charge, if later withdrawn.
14. Any Funds paid into an Escrow Account by an Investor Member by bank wire transfer and subsequently returned or withdrawn, will be repaid to the same bank account from which they were originally sent.
15. Funding Members should not take any action in anticipation of an Investment being funded through the KF Platform prior to receiving subscription Funds from the Platform Company for the investment interests offered pursuant to the applicable Pitch. No member of the KF Group will be liable to a Funding Member for any losses incurred by a Funding Member in anticipation of funding from a Pitch that does not result in an Investment though the KF Platform.

TRADING FACILITIES

1. KF Platform provides two trading facilities on its platform. The ability for users to buy and sell Cryptocurrency and the ability to trade Transferable Shares with other Members on the KF Platform. You acknowledge that in order to be eligible to access the trading facilities on the KF Platform you must be an Investor Member and comply with applicable local or national laws or regulations of your country of residence. You are solely responsible for compliance with such laws and regulations that are applicable based on the jurisdiction in which you reside.
2. You acknowledge that engagement in any trade may be financially risky. You should not use our trading facilities in the case you do not understand the risks of trading in Transferable Shares or Cryptocurrency. Any use of our trading facilities is at your own risk.
3. You acknowledge that if you decide to use our Trading Facilities as described in Clause 11 you should be aware that the risk of loss in trading or holding Cryptocurrency may be substantial. Transferable Shares and Cryptocurrency are volatile assets and there is a substantial risk of you losing your capital.
4. You acknowledge that the Trading Facilities provided on the KF Platform are dependent on the availability of telecommunication and internet access. You accept the risk of any failure of access to an internet network due to local, hardware and/or software issues. You acknowledge and agree that KF shall not be responsible for any communication failures, disruption, errors, or delays you may experience when you trade on the KF Platform, however caused.
5. You understand and agree that we will not be liable for any losses or damages arising out or relating to any use of our Trading Facilities by you or any third party operating with or without your consent. Further, we are not responsible for any: a) omission, inaccuracy or defect of price data in relation to Transferable Shares or Cryptocurrency; b) interruption or corruption of such data; c) error or delay in communication of such data; d) the actions of other Investor Members not authorized by us or in violation of these Terms affecting price data. We do not owe best execution obligations to you for your use of our Trading Facilities.
6. In the event the KF Platform is subject to an error during a Secondary Market or Cryptocurrency transaction, we reserve the right either to correct such error and proceed with the instructed transaction accordingly (this may include a revision and charge of the correct price and fee) or to cancel the transaction and proceed with administering a refund in accordance with our refund policy.
7. The Platform Operator reserves the right to suspend transactions on the Secondary Market for the sale or purchase of Cryptocurrencies or withdrawal of funds from your Account without notice to you.
8. You acknowledge and agree that all transactions executed on the KF Platform are final. Subject to 11.6 we do not accept any returns, provide a refund or purchase back for your executed transactions.
9. SECONDARY MARKET
1. The KF Platform provides a billboard where Investor Members can post an advert to sell or buy Transferable Shares in a particular Platform. This is not an order matching system. The buyer and seller connect directly together to perform a trade between the parties. On your Account you will be able to see which Transferable Shares are eligible for the Secondary Market.
2. An Investor Member submits a request to sell or buy by creating an order on the KF Platform and electronically accepting the Transfer of Beneficial Ownership Agreement at the point of the order (Transferable Share Order). When a seller submits an Order (“Sell Order”), it has to deposit funds covering operational fees relating to the Sell Order on its Account. These funds are automatically blocked on the seller Account unless the Sell Order is cancelled. A Sell Order can be cancelled before it matches a request to buy (“Buy Order”). A Buy Order can only be submitted if the buyer has enough funds on its Account to cover administration fees. A Buy Order cannot be cancelled.
3. At the point in which two Orders are matched on the secondary market the trade is binding between the parties. Thereby the parties authorize the Platform Operator to execute the agreed trade by transferring funds reflecting the share purchase price from the buyer’s Account to the seller’s Account and to charge any applicable fees. The Platform Operator updates the share register accordingly, and the buyer will be registered as new owner of the transferred Transferable Share(s). An electronic confirmation specifying details of the trade is then sent to buyer and seller. Each Investor Member can then access a record of executed transactions on its Account.
4. It is at the discretion of KF which Transferable Shares are eligible to be displayed on the secondary market. There may be additional restrictions that may apply to Investors who use the secondary market. These restrictions may be imposed for regulatory compliance reasons or otherwise.
5. You acknowledge that when you trade Transferable Shares you trade shares in a segregated portfolio created by KF that holds securities in the Investee Entity. Please, be aware that you are not trading any securities in the Investee Entity.
6. You acknowledge that even if your Transferable Shares are eligible for trading on the KF secondary market, your ability to sell will depend on buyer’s demand. You may be prevented from selling your Transferable Share due to lack of requests from buyers.
7. You acknowledge that information about the Investee Entity you have may not be accurate. Shareholders have access forums on the KF Platforms where they can get updates from the relevant Investee Entity they invested through an Platform SP. However, if you are not a current shareholder in a Platform you will not be able to access this information until you become a shareholder. KF does not perform any due diligence on secondary market shares. Buyer can only access documents provided by the Investee Entity to KF at the time of the fundraise (the “Financing Agreements”) on the KF Platform. KF is not responsible for any information you may have obtained before you decide to purchase a Transferable Share from whatever sources including, but not limited to, the KF Platform, the Investee Entity website, social networks, newspapers or elsewhere. You are solely responsible for any trade you make on the KF secondary market.
8. The Platform Operator uses commercially reasonable efforts to settle trades within a reasonable period of 7 working days of the date upon which users have agreed to execute a trade via the KF Platform. There may be instances where the settlement takes place after the requisite period due to no fault of the Platform Operator. Only reasonable efforts will be undertaken to perform the settlement within the said period.
10. BUYING OR SELLING CRYPTO
1. The KF Platform provides Investor Members with a facility to buy or sell Cryptocurrency. KF provides to Investor Members Cryptocurrency trading brokerage service. An Investor Member may place an order to purchase or sell Cryptocurrency (Cryptocurrency Order). The Platform Operator may take the order for execution with a third party Cryptocurrency service provider. This Cryptocurrency brokerage service is made available to Investors at the discretion of KF that reserves the right to choose a different third party service provider. Investors agree and acknowledge that this Cryptocurrency brokerage service is provided by third parties Cryptocurrency exchanges. Cryptocurrency exchanges  are high-risk businesses due to, but not limited to, internal negligence, loss of keys, software failure, internet failure, and may be targets of internal frauds or cyber-attacks that may result in the exchange not being able to satisfy all clients withdrawals and becoming effectively insolvent. Investors bear the risk associated with the failure of a Cryptocurrency trade. KF will not be liable or responsible for any failure of a third party service provider to perform, or delay in performance of, any of its services. Investors should further be aware that there may be restrictions on the Investors that may access this product based on a number of different factors for regulatory reasons including the jurisdiction of the Investor.
2. If the Investor Member decides to purchase or sell cryptocurrencies on the KF Platform, the Platform Operator will attempt, on a commercially reasonable basis, to execute the purchase on or close to the exchange rate available to the Investor Member at the time of the purchase. However, the Investor Member’s order to buy or sell Cryptocurrencies may be settled hours after the placement of such order. The Investor member acknowledges that the price displayed on the KF Platform at the time the order is placed is a mere estimate of the final settlement price. The Platform Operator does not make any guarantee that the settlement price correctly reflects the price displayed on the KF Platform when the order to buy or sell was placed.
3. The Cryptocurrency price displayed to the Investor Member at the point of purchase or sale is based on the exchange rate applicable to the fiat or crypto chosen for the exchange. If an Investor Member decides to proceed with a purchase or a sale, the Investor Member will receive a notice with details of the operation, including any applicable fees. The Investor Member acknowledges the notice, and agrees to proceed with the transaction. An electronic confirmation is then sent to the Investor Member.
4. Cryptocurrency transactions on the KF Platform can only be executed in a payment method specified by us. We reserve the right to suspend or cancel a transaction in the case the chosen payment method cannot be verified, is invalid or is otherwise not acceptable.
5. Once an Investor Member places a Cryptocurrency Order to purchase or sell Cryptocurrency it is final. An Investor Member cannot cancel an executed transaction or ask for a refund, except as otherwise provided in these Terms.
6. The Cryptocurrencies sale and purchase is subject to availability on the KF Platform. The Platform reserves the right to suspend the sale or purchase of cryptocurrencies without notice to investors.
7. Before purchasing Cryptocurrencies, you must be aware of the nature, complexity and risks involved in such trading. Investments in Cryptocurrencies may not be suitable to you or may not align with your financial position. You should understand the extent of your exposure to potential loss.
8. Cryptocurrencies may be subject to pure speculation and their price may be quite volatile. The market rate at which an order to buy or sell is executed may be different from the rate indicated on the KF Platform at the time of your order. You acknowledge that when you invest in cryptocurrencies you may lose your entire investment.
9. You acknowledge that many factors outside of the control of KF may affect the price of Cryptocurrencies, including, but not limited to, market disruption, pandemic, earthquakes, fire, power outages, floods and other catastrophic events, strikes and terrorism. In these cases, the Platform Operator may suspend all operations on the KF Platform and you may be prevented from buying or selling cryptocurrencies. Following the event, when the KF Platform resumes its operability, you acknowledge that the market rate available to you may vary from the rate displayed to you prior to such event.
10. You acknowledge that, in many countries, current regulatory and legal treatment of Cryptocurrencies is unclear and there is a risk that relevant authorities may impose strict regulations and compliance which could adversely affect trading in Cryptocurrency. Consequently, you may be subject to investigations by regulators or government agencies regarding any potential infraction of laws, rules or regulations that may result in fines or other sanctions.

SERVICES

1. Where applicable, a Service will only be provided once full payment for the Service has been cleared and received, except as otherwise stated in its specific terms and conditions.
2. All Services are provided pursuant to these Terms and the specific terms and conditions pertaining to the Service.
3. The Platform Operator makes no representations with respect to any Service.

LIMITATION OF LIABILITY

1. To the maximum extent permitted by law, the KF Group accepts no liability for any direct or indirect loss or damage, infringements of third party intellectual property rights and/or other rights, foreseeable or otherwise, including but not limited to any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein by any person. Users should be aware that they use the Website and its content at their own risk. You agree indemnify and hold harmless each member of the KF Group against all damages, losses, costs and fees, including, but not limited to, reasonable legal fees and costs related to all third party claims, charges, and investigations, caused by your failure to comply with these Terms, including, without limitation, your submission of any content that violates third party rights or applicable laws or regulations, and any other activity in which you engage on or through the KF Platform.
2. No member of the KF Group shall be liable for any damages (including any special, incidental, indirect, punitive or consequential damages) or loss of use, profit, revenue or data to you or any third person arising from your use of any Services, or any platform applications, content or other materials accessed through or downloaded from the KF Platform. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall apply to any claim, whether in equity, contract, tort, statute or otherwise; but may be varied in respect of specific Premium Services that are expressly made subject to a different limitation of liability in their applicable terms and conditions.
3. No member of the KF Group provides business, legal, financial, tax or other advice with respect to any Investment made through the KF Platform or any other Services provided on or through the Website. All training provided on or through the Website is for your information, reference, support and guidance only (even when such training contains guidance on legal, tax or other similar issues), and should not be regarded as constituting advice, other than technical advice on your use of the Website. You will be solely responsible for any investment decision you make in relation to an Investment through the KF Platform and accordingly, if you require advice, you should seek advice from appropriately qualified professional advisors.
4. No member of the KF Group shall be liable for any loss you incur as a result of another person gaining access to your Account with or without your consent, unless such access results from the fraud or wilful misconduct of the KF Group or any KF Team member.
5. Where any limitation of liability in these Terms exceeds the legally permitted limitations in any applicable jurisdiction, the foregoing limitations shall be deemed amended as necessary so that they only operate to limit the liability of the KF Group to the maximum extent permitted by the laws of such jurisdiction.
6. No member of the KF Group shall have any obligation to take any legal action on behalf of Members on the KF Platform against the Platform Company or any Investee Entities. If KF or related party decides to proceed with legal action against an Investee Entity such action will be at its discretion and costs shall be borne by the Members interested in pursuing such action. KF is under no obligation to seek mediation or dispute resolution or negotiations or settlements with Investee Entities acting on behalf of Members.

DATA PROTECTION PROCEDURES

1. All KF Team members are required to comply with the procedures set out in our Data Protection Procedures Policy, which is published on the Website.
2. The KF Group (and third parties acting on its behalf) will use your information for the legitimate purposes of:
3. understanding and meeting your needs and preferences in using the Services;
4. developing new Services and enhance existing Services;
5. manage and develop its business and operations;
6. carrying out any purposes for which you have given your consent; and meeting legal and regulatory requirements.
7. The KF Group also reserves the right to use aggregated personal data to understand how Users use the Services, provided that no individual can be identified from such data.
8. The KF Group uses Google Analytics, which is a web analytics tool to help understand how Users engage with the Website. Like many services, Google Analytics uses first-party cookies to track user interactions, as with the KF Platform, where they are used to track information about how Users use the KF Wallet. This information is used to compile reports and help the Platform Operator improve the Website. The reports disclose KF Wallet trends without identifying individual visitors. You can opt out of Google Analytics without it affecting your use of the Website. 
9. The KF Group also uses Firebase and Crashlytics, a tool that assists in the collection of anonymous data.
10. The KF Group will process your personal data legally and fairly and not use it outside the purposes stated in these Terms or on the Website. The KF Group will use its reasonable endeavours to ensure that all your personal data it holds is accurate and up to date.

TAXES

You are reminded that it is your responsibility, and not the responsibility of any KF Group member, to pay any taxes due and make any required tax filings in any jurisdiction where you are tax resident, in respect of any Investment income or gains. It is also your responsibility, and not the responsibility of any KF Group member, to reclaim any tax withheld in respect of any Investment income or gains, where you are entitled to do so, and to claim any other type of tax relief to which you may be entitled in respect of any Investment income or gains.

TERMINATION

Your Account may be terminated by the Platform Operator at any time, in which case: (i) any balance of your Account, including any amount held in an Escrow Account, will be returned to you without any deduction of withdrawal fees, but after deduction of any other amounts owed by you to any member of the KF Group; and (ii) any underlying securities held by the Platform Company in respect of your Investments will be distributed to you in accordance with the applicable Investment Agreement(s) and, to the extent any such distribution is not possible, will continue to be held by the Platform Company on the terms of the applicable Investment Agreement(s) and these Terms.

You may terminate your account at any time, in which case: (i) any balance of your Account, including any amount held in an Escrow Account, will be returned to you after deduction of withdrawal fees and any other amounts owed by you to any member of the KF Group; and (ii) any underlying securities held by the Platform Company in respect of your Investments will, to the extent possible, be distributed to you in accordance with the applicable Investment Agreement(s) and, to the extent any such distribution is not possible, will continue to be held by the Platform Company on the terms of the applicable Investment Agreement(s) and these Terms.

NO WAIVER

No failure to exercise any right or remedy that a person may have under these Terms shall operate as a waiver of that right or remedy.

ENTIRE AGREEMENT

These Terms, together with any supplemental terms and conditions you are required to agree to access specific Services on the Website, constitute the entire agreement between you and each member of the KF Group in connection with your use of the Website, the KF Platform and any Services accessed on or through the Website or the KF Platform.

ASSIGNMENT

The rights and obligations of any member of the KF Group under these Terms are assignable to any other member of the KF Group from time to time, and in particular shall be deemed automatically assigned to the successor upon the replacement by the KF Group of the Platform Operator, the Platform Company or any Platform SP with another KF Group member.

GOVERNING LAW AND JURISDICTION

1. These Terms are governed by the laws of Delaware and you agree to submit to the exclusive jurisdiction of the Delaware courts in respect of any dispute relating to or arising out of the matters governed by these Terms.
2. If there is any dispute between any Member and any other Member and/or the KF Group arising out or relating to these Terms, the relevant parties shall attempt to resolve the matter through negotiations between their appointed representatives who have the authority to settle such disputes. If the matter cannot be settled through direct discussions the parties will submit their dispute to private arbitration in Delaware. Both parties acknowledge and agree that the existence and content of any dispute between the parties shall be confidential. Each party shall share the costs equally of such arbitration proceedings and shall bear their own costs in relation to any legal representation expenditure. The parties agree that in the context of such arbitral proceedings: (a) the language of the arbitration shall be English; (b) the seat of the arbitration shall be the Cayman Islands; (c) there shall be one arbitrator; (d) the appointing authority may, based on mutual agreement, be chosen by the parties or in the absence of such agreement, the court may designate an appointing authority. In this arbitration clause: “issue” in relation to a contract includes (a) a dispute; (b) a controversy; (c) a claim; (d) a breach; (e) termination; or (f) invalidity. The Parties hereby agree that the decision and outcome of the arbitration proceeding shall be final and binding on all parties.
3. Nothing shall prohibit any party from applying to a court for interim injunctive relief. In such circumstances the Courts of the Delaware shall only have jurisdiction over such interim relief.

CONTACT US

If you have any questions, please contact us at:

Email Address: info@koinonia.foundation

LAST UPDATED: MARCH 19, 2021