TERMS & CONDITIONS

PRINCIPLES

These terms and conditions are here for your protection and ours and necessarily include some scary-sounding legal stuff. The general principles behind the service we offer are these:

1. We will take all reasonable steps to prevent any unauthorised access to your data.
2. Your data is your data. We will not willingly disclose your data to any third parties or even look at it ourselves without your prior explicit agreement.
3. We may find ourselves legally obliged to disclose your data to a third party under UK law. We will do so only when we are satisfied that the authority behind the request is incontestable. We will try to alert you if this happens. We have received no such requests at this time. We will try to remove the previous sentence from this page if such a request must be complied with.
4. If Xenapto becomes unavailable for any reason we will try to make sure you can get a copy of your data.

- Dominic, Greg and the Xenapto team

Now here's the legal stuff…

INTRODUCTION

This User Agreement (the "Agreement") and the policies referred to herein contain the complete terms and conditions that apply to your use of the Services being offered at the URL http://xenapto.com (and all affiliated websites and mobile applications owned and/or operated by Cirx Ltd, along with its parent company, subsidiaries or other affiliated companies (collectively, the "Xenapto Site" or "Site").

DEFINITIONS

Parties

"You" and "your" refer to you, as a user of the Site.

"User" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site.

"We", "us", or "our" refer to Xenapto.

"Xenapto" refers to Cirx Ltd (registered in the UK, company number 08039116); its parent company; its subsidiaries and other affiliated companies as may vary from time to time.

"Member", or "Members" any person or person(s) you invite to have restricted access to a dealroom or other account features; or person or person(s) who request access to a dealroom or other account features.

"Account" an account as set up on Xenapto

Content

"Content" means text, images, photos, audio, video, location data, and all other forms of data or communication.

"Your Content" means Content that you submit or transmit to, through, or in connection with the Site, such as Account information, notes and documents.

"User Content" means Content that users submit or transmit to, through, or in connection with the Site.

"Xenapto Content" means Content that we create and make available in connection with the Site; and any tools such as our capital raising feature.

"Third Party Content" means Content that originates from parties other than Xenapto or its users, which is made available in connection with the Site.

"Site Content" means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and Xenapto Content.

"Services" as defined below.

VARIATIONS AND ACCEPTANCE OF TERMS

Use of the services and the Xenapto Site constitutes knowing acceptance and acknowledgement of this User Agreement, and confirms your legal ability to enter into such an agreement.

Xenapto may modify this Agreement's terms and conditions at any time without notice. Continued use of the Services and the Xenapto Site after a change in this Agreement, or after implementation of any other new policy constitutes acceptance of such change or policy.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR ANY REVISED VERSION OF THIS AGREEMENT, PLEASE DO NOT USE THIS SITE.

OUR SERVICES

Xenapto provides information, work flow and communication services to the User for the purpose of managing a set of contacts, formulating an investment pipeline and managing a portfolio of private company holdings and other features that we may release (the "Services").

Content storage: content on xenapto.com is backed-up to a cloud storage provider. Should, for any reason, Xenapto be unable to store your data we will endeavour to restore it to an earlier version. We make no guarantee that your data will be stored.

Content accuracy: we do not audit or independently verify any content on Xenapto. You should make no assertion otherwise.

Comments and communications: we enable comments on each document you make available to Members. We do not oversee or monitor contents for appropriateness or otherwise. If a Member is using the comments area on your Account pages maliciously, then it is your responsibility to deal with that Member, by reporting them to [email protected]; removing them as a Member of your Account; and/or contacting them directly to ask them to alter their behaviours.

Content privacy: we aim to keep all of your Private Content private. You should assist us by only allowing access to your Account information on Xenapto to Users you know and trust. Allowing access to users you don't know may result in your content being made available to inappropriate third parties. If you are aware of a privacy breach, or suspect there has been a privacy breach, please contact us immediately [email protected].

GENERAL TERMS

We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.

We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site.

The section titles in the Terms are for convenience only and have no legal or contractual effect.

You must have JavaScript enabled to use this site. Portions of the Xenapto Site may not be accessible with JavaScript disabled.

USE OF THE WEBSITE

The User agrees to use the Services as intended.

Any and all other uses which are unlawful or in violation of this Agreement's terms and conditions are prohibited. Xenapto reserves the right, in its sole discretion, to refuse service, terminate accounts, remove or edit content, or cancel reservations.

As a condition of your use of this Website, you warrant that:

1. all information supplied by you on this Website is true, accurate, current and complete (to the best of your knowledge);
2. if you have an Xenapto account, you will safeguard your account information and will supervise and be completely responsible for any use of your account by anyone other than you;
3. you are 16 years of age or older in order to register for an account and contribute to our website; and
4. possess the legal authority to enter into this agreement and to use this Site in accordance with all terms and conditions herein.

Xenapto does not knowingly collect the information of anyone under the age of 16. We retain the right at our sole discretion to deny access to anyone to this Website and the services we offer, at any time and for any reason, including, but not limited to, for violation of this Agreement.

REVIEWS, COMMENTS, COMMUNICATIONS, AND CONTENT

Users may submit reviews, comments, send e-mails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution, so long as the content is not illegal, threatening, obscene, racist, defamatory, libellous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties or objectionable and does not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of "spam" or references to illegal activity, malpractice, purposeful overcharging, false advertising or health code violations (e.g. foreign objects in food, food poisoning, etc.). You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content.

Xenapto reserves the right (but not the obligation) to remove or edit such content, but we do not review submitted content.

Responsibility for Your Content

You are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorise the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Xenapto.

Our Right to Use Your Content

We may use Your Content in a number of different ways, but not in a way that will expose your Private Content publicly or to any third party without your prior consent or under legal duress. As such, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free, sublicensable, transferable rights to use Your Content for any purpose. You also irrevocably grant the users of your Account the right to access Your Content in connection with their use of the Site.

Finally, you irrevocably waive, and cause to be waived, against Xenapto and its Users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of Your Content.

Ownership

We own the Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world associated with the Xenapto Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws.

The materials and services provided for and depicted on the Xenapto Site are protected by copyright, trademark, patent and other intellectual property laws. All text, graphics, video, data or other content on the Xenapto Site is provided to User by Xenapto for the sole purpose of using the Services.

As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Xenapto Content in whole or in part except as expressly authorised by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Xenapto Content are retained by us.

Nothing in this Agreement shall affect any rights of Xenapto (or its licensors) in relation to any associated patents, trademarks, copyrights, trade secrets or other intellectual property rights. No license, right or interest in any trademarks ofXenapto (or any third party) is granted under this User Agreement.

Xenapto owns the IP associated with the work-flow and communication protocols as created used on our website. Advertising

Xenapto and its licensees (e.g. Business Users) may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Content Feeds and Display of Site Content

We may make some of the Site Content ("Feed Content") available via RSS or other such feeds ("Feeds"). You may access and use the Feeds in order to display Feed Content on your personal computer, website, or blog ("Your Site"), provided that:

1. your use of the Feeds is for personal, non-commercial purposes only,
2. your display of the Feed Content links back to the relevant pages on Xenapto's websites, and attributes Xenapto as the source of the Feed Content,
3. your use or display of the Feed Content does not suggest that Xenapto promotes or endorses any third party causes, ideas, websites, products or services, including Your Site,
4. you do not redistribute the Feed Content, and
5. your use of the Feeds does not overburden Xenapto's systems.

Xenapto reserves all rights in the Feed Content and may terminate the Feeds at any time.

Copying, transmission, reproduction, republication, posting or redistribution of the Site Content or any portion thereof is strictly prohibited without the prior written permission of Xenapto, or without providing a positive reference to Xenapto, and a direct link to xenapto.com, in a prominent part of any such reproduction: for example "this information has been reproduced from xenapto.com". To request permission for any other purpose please write to us at [email protected]

Other

User Content does not necessarily reflect the opinion of Xenapto. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion and without notice to you. For example, we may remove a note if we believe it violates our guidelines or fair use policy. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

Notification and Unpublish Policy for illegal or inappropriate content

If you have any complaints or objections to material or content including User Messages posted on this Site, or if you believe that material or content posted on this Site infringes a copyright that you hold, please contact us immediately at [email protected] and we will seek to Unpublish any such content which is deemed by us to be inappropriate (with your assistance) within a reasonable timeframe.

EMAIL POLICY

You may receive periodic emails from Xenapto. If you would rather not receive email from Xenapto, please send an email to [email protected] and you will be unsubscribed from receiving further mailings.

User acknowledges and agrees, however, that User may still receive emails sent by other Users via Xenapto (or by User), and other emails relating to membership status.

In using Xenapto's service, in particular inviting other people to use Xenapto and access your data, you confirm that:

1. you are so doing in good faith; and
2. it is likely that the recipient would expect an email from you (assuming you may not have their express permission).

THIRD PARTY SITES

Users of the Site will not incur any charges for using the Site in accordance with these Terms and Conditions, aside from as set out in Plans. However, the Site contains hyperlinks to third-party websites which are operated and owned by independent service providers or retailers. Such third-parties may charge a fee for use of certain content or services provided on their website. Xenapto makes no assertion about the activities of such sites, expressly or otherwise, including as to whether a charge may be incurred.

Further the hyperlinks to websites operated by parties other than Xenapto are provided for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from this Website or other websites) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. In some cases you may be asked by a third party site to link your profile on Xenapto to a profile on another third party site. Choosing to do so is purely optional, and the decision to allow this information to be linked can be disabled (with the third party site) at any time.

PLANS

Users may be subject to payment plans to access the site. Plans may be imposed based on an account meeting certain criteria, for example: number of users; number of contacts; number of dealrooms. Xenapto reserves the right to amend these thresholds without consultation and/or vary the cost per month for each plan.

Payment is due at the beginning of each month, for access for that month. Late or non-payment may result in your account being suspended, including your content being suspended and/or deleted.

OFFERS AND ADVERTISING

If you purchase an Offer advertised through Xenapto, the terms of the Offer will be governed by each Offer in turn. Please review these terms carefully before you make each purchase since they may change from time to time.

If you are a Professional Partner of Xenapto (with appropriate service thresholds) or purchase additional advertising from Xenapto, Xenapto commits to use reasonable endeavours to ensure that such advertising is conduct in accordance with the service levels as set out. These may vary form time and time to time and if you have any queries regarding your account please email [email protected] with "Business User" in the subject line.

RESTRICTIONS

We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

You agree not to, and will not assist, encourage, or enable others to use the Site to:

1. Violate our Content principals, for example, by writing a defamatory note;
2. Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
3. Defame, threaten, stalk, harm, or harass others, or promote discrimination;
4. Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Site's search results or any third party website;
5. Use this Website or its contents for any commercial purpose except as expressly permitted by Xenapto;
6. Access, monitor or copy any content or information of this Website using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
7. Violate the restrictions in any robot exclusion headers on this Website or bypass or circumvent other measures employed to prevent or limit access to this Website;
8. Take any action that imposes, or may impose, in our discretion, an unreasonable or large load on our infrastructure (or our suppliers infrastructure);
9. "frame", "mirror" or otherwise incorporate any part of this Website into any other website without our prior written authorization.
10. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Xenapto in connection with the Site or the services

You also agree not to, and will not assist, encourage, or enable others to:

1. Violate the Terms;
2. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorised by Xenapto;
3. Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site or any Site Content;
4. Implement any manual processes to monitor or copy Xenapto Content from the Xenapto Site without express written permission.
5. Reverse engineer any portion of the Site;
6. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
7. Record, process, or mine information about other users;
8. Access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of business reviews;
9. Reformat or frame any portion of the Site;
10. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Our technology infrastructure or otherwise make excessive traffic demands of the Site (or our suppliers infrastructure);
11. Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
12. Use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses");
13. Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
14. Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or
15. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing 30 days' prior written notice to us at [email protected] together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

DISCLAIMER AND LIMITATIONS OF LIABILITY

In no event shall Xenapto, its directors, employees or other representatives be liable (whether for breach of contract, negligence or for any other reason) for any loss of profits, loss of sales, loss of revenue, loss of any software or data, loss of bargain, loss of opportunity, loss of use of computer equipment, software or data, loss of or waste of management or other staff time, or for any indirect, consequential or special loss (howsoever arising, including visits to venues listed on Xenapto).

Subject to the paragraph above, Xenapto's liability to you whether in contract, tort or howsoever arising is limited to the amount paid by you to Xenapto in respect of the relevant Supplies.

You shall indemnify and keep indemnified Xenapto against any loss or damage arising from your unauthorised use of the Site or your disclosure of any password or username and from all actions, proceedings, claims, demands, costs (including legal costs), awards and damages howsoever arising, directly or indirectly as a result of any breach or non-performance by you of any of your obligations under these terms and conditions.

Xenapto supplies this Web Site and the Supplies "as is" and, to the fullest extent permitted by law, makes no representations or warranties (express or implied) of any kind, including but not limited to, the accuracy, quality, suitability, fitness for purpose or completeness of any information or materials made available on this Site or the Supplies, including any third party sites linked from this Site. Xenapto shall not be liable for any action taken by you as a result of your relying on any information provided in this Site or the Supplies or third party web sites or for any loss or damage suffered by you as a result of you taking such action or as a result of you purchasing any Supplies from a third party.

Xenapto does not accept responsibility for the security or content of any information which you may supply through this Site or the Services and will not be liable for the content of any communications or messages received by you from other users (including any content posted by other users).

You are solely responsible for your use of this Site, Supplies, any username, password and any information made available on this Site from time to time and for any consequences or effects (whether direct or indirect) of such use.

Xenapto does not warrant that this Site or the Supplies will be uninterrupted or error or defect free and shall not be responsible for the non-performance or interruption of this Site or the Services or for any viruses transmitted through this Site or the Services.

By using the site, you agree that the maximum amount of liability arising for any reason whatsoever, payable by Xenapto to you, is capped at $1.

SEVERABILITY

If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.

NO ASSIGNMENT

This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned or delegated in any manner by User, but may be so transferred, assigned or delegated by Xenapto.

WAIVER

Any waiver of any provision of this Agreement, or a delay by Xenapto in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right.

APPLICABLE LAW

The Terms of Use is made under and shall be governed by and construed in accordance with the laws of England without regard to its conflicts of law provisions. Any claim or controversy arising out of or related to these Terms of Use shall be instituted exclusively in the English courts.

If you are based outside the U.K., and become aware of a reason why Xenapto does not comply with a law in your country, please email [email protected]; and refrain from using the site until we are able to rectify the compliance.