By using the website hosted at the domain uniborn.com, any sub-domains, Uniborn mobile application (“Platform”) and as the case may be, the services provided by any entity belonging to Uniborn affiliate companies (“Uniborn”, “we” and “us”), you agree to and accept these Terms and conditions (“Terms”), and these Terms will remain in effect at all times while you use the Platform or services provided through the Platform or any data obtained through our Platform.
These Terms govern your access to the Platform, use of all data, content and other information on our Platform, applications, and other properties. In addition to the provisions of these Terms, the Privacy Policy and other relevant agreements depending on the service we provide you from time to time, shall apply.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING AND USING THE PLATFORM, YOU AGREE TO BE LEGALLY BOUND BY AND HEREBY CONSENT TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT USE OR ACCESS THE PLATFORM.
The Platform is not intended to provide crowdfunding services or make public offerings within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council.
The Platform is not intended for use or directed to any person in any jurisdiction where (by reason of that person`s nationality, residence or otherwise) the publication or availability of the Platform or the services is or may be prohibited.
We reserve the right to change these Terms and/or to modify, discontinue, disable or terminate the access (or any part or feature thereof) to our Platform at any time, without prior notice.
If we make changes to these Terms we will post an updated version on the Platform’s website. Your continued use of the Platform following the posting of such updated version constitutes your acceptance of any changes to these Terms.
Investment opportunities available on the Platform may not be appropriate for all visitors of the Platform or in all geographical areas. Your investment objectives and financial situation were not taken into account in the preparation of this Platform. You must make your own independent decisions regarding any investment decision. Information about the investment opportunities on our Platform is not considered a recommendation for you to enter into a particular transaction nor a representation that any financial instrument is appropriate for you.
In order to get access to the Platform services you should register an account (“Account”) with to become a User.
Registering an Account is currently possible by either applying to us directly, or by accepting an invitation provided by the existing User of the Platform.
We may, in our sole discretion, refuse to allow you to register an Account with us. Further, we hold a right and full discretion to provide different user statuses for the Users, which result in different user rights.
We may also permanently or temporarily terminate or suspend your Account for any reason, without prior notice or liability to you, including if in our sole determination you violate any provision of the Terms or the Privacy Policy.
You may delete your Account any time you wish. However, deleting the Account or limiting the usage of your profile may limit or prevent us from providing the services you have asked for.
Cartels are virtual groups — investment clubs created by Users. Cartels are designed to facilitate collaboration on investment opportunities, such as sharing information, voting, discussions, performing due diligence, etc.
Users may create Cartels on the Platform. Cartels are managed by Cartel Leads and Cartel Co-Leads (“Cartel Admins” together). Cartel Admins may invite members by sharing a unique Cartel web link. Cartel Admins are not allowed to share invitation links in direct messages on the Platform with other Users unless such invitation links have been requested by the recipient. Certain limitations on the total number of accepted Cartel members may apply.
Users may join Cartels by either receiving a unique Cartel web link from the Cartel Admins, or by requesting membership at their own initiative. Granting membership in a Cartel is subject to Cartel Admins approval.
Cartel members who join the Cartel at their own initiative (not directly invited by Cartel Admins) are considered users introduced by the Platform (“Introduced Users”).
Users may create (bring) Deals on the Platform by submitting an application.
A Deal applicant (“Deal Lead”) must fill out all mandatory fields on the Platform, including his/her own personal commitment (“Deal Lead’s Commitment”).
In case the application is approved by the Platform, Deal Lead may share the unique Deal web link with his/her pre-existing network outside the platform and within the Cartel where the Deal Lead is a Cartel Admin.
Deal Lead is not allowed to share invitation links in direct messages on the Platform with other Users unless such invitation links have been requested by the recipient. Certain limitations on the total number of people invited to the Deal may apply.
Deal Lead can assign Co-Leads and Deal Partners for facilitating and managing a specific Deal.
Reserving allocations means showing interest in a certain investment opportunity (“Deal”) for a certain amount. Such reservations are not binding and can be modified or cancelled any time before the Deal gets closed for reserving allocations.
User’s application to reserve allocation is subject to Deal Lead’s approval. Within a certain period after Deal Lead may accept or deny User’s application to reserve allocation without the need of providing reasons.
Users may reserve allocations on their own behalf (as natural persons) and on behalf of their Investment Vehicles (legal entities).
Users may provide additional information such as announcing potential value that they can bring to increase the performance of the Target Asset.
Users must complete all necessary verifications, such as KYC (know-your-customer) and/or KYB (know-your-business) before the Deal gets closed for reserving allocations. In case users do not complete verifications on time, their reserved allocation gets automatically declined.
Users who were not directly invited by the Deal Lead or Deal Co-Lead are considered users introduced by the Platform (“Introduced Users”).
Once the Deal reaches its deadline, or upon decision of the Deal Lead, the Deal is moved to the stage of Execution.
The Platform creates a non-operating limited liability subsidiary (SPV), opens a bank account, and generates investment documents.
Deal Lead must review and sign the documents generated by the Platform and execute Deal Lead’s Commitment by transferring the funds to the SPV’s bank account within the timeframe specified on Deal page on the Platform. In case Deal Lead fails to execute Deal Lead’s Commitment on time, the Deal and allocation reservations cancel automatically.
All other Users who have reserved allocations (Other Investors) must complete their investments by signing the documents and transferring the funds to the SPV’s bank account within the timeframe specified on Deal page on the Platform. In case a User who reserved allocation fails to complete their investment on time, his/her allocation reservations cancels automatically.
Upon reaching the execution deadline specified on the Deal page on the Platform, the Deal Lead must provide to the Platform all necessary instructions for executing the investment in the Target Asset. The Platform must execute the investment in the Target Asset on behalf of the SPV and provide confirmation to the Deal Lead and Other Investors within the timeframe specified on Deal page on the Platform.
Deal Lead must provide necessary information to the Platform to be assigned as a member of the board of the SPV or to be granted a power of attorney to manage SPV within the timeframe specified in the agreements signed with the Platform and Other Investors.
You shall thoroughly assess the acceptability of the consequences and risks that may arise. It is recommended to avoid making transactions at the expense of funds, losing which would significantly reduce your ability to perform your payment liabilities. Above all, you are not advised to invest at the expense of borrowed funds. Before investing, please read through the Risk disclosure document.
The following are default fees that may be modified on a case-by-case basis with the parties:
* The one-off (access) fee for Introduced Users (“Introduced Users Fee”) cannot be less than 5%. In case the Deal Lead’s one-off fee is 5% or greater, then the Introduced Users Fee is subtracted from the Deal Lead’s fee; otherwise the difference is charged to the Introduced User.
You hereby grant us a non-exclusive, transferable, royalty-free, worldwide license to use any information, photos, text, audio, video, or other data that is covered by intellectual property, you have uploaded to our Platform. The text, graphics, photos, audio, video, and all software included by Uniborn on the Platform, is owned or licensed by Uniborn and/or its licensors, unless indicated otherwise. The content on the Platform may not be copied, transmitted, displayed, performed, distributed, licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without our prior written consent, except to the extent permitted by applicable laws and regulations.
Uniborn or graphics used on our Platform to identify Uniborn are registered trademarks of Uniborn. The display of these trademarks does not imply that a license of any kind has been granted to you. Any downloading, re-transmission, other copying or modifications or use of the trademarks and other information contained on the Platform may be a violation of applicable trademark and copyright laws.
You may not use the Platform and services provided by us in a manner that: (i) copies or stores any significant portion of the content, (ii) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our service or content (through use of manual or automated means), (iii) harvests or otherwise collects information about users, including email addresses, without their consent.
You may not post false, inaccurate, misleading, defamatory, or libellous content on the Platform or through/on our services or commercialise any our services, application, or any information or software associated with them. Further, you may not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content of the webpage or a mobile application not owned by you in a way that violates someone else’s (including ours) rights.
You may only post content that you own, have created, or that you have clear permission to publish. You acknowledge and agree that Uniborn does not endorse any user content and is not responsible or liable for any such content, even though it may be unlawful, harassing, libellous, privacy-invading, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or may infringe upon the intellectual property or other rights of another.
You acknowledge that we have no obligation to pre-screen any user content. However, we do have the right (but not an obligation) in our sole discretion to refuse, edit, move, or remove any User content, that is submitted on or through our website, without any prior notice.
Any use of the services contrary to the mission and purpose of Uniborn is strictly prohibited and is considered as being in violation of these Terms.
Further, it is prohibited to:
All information on the Website and the services provided through Platform are provided on “as is” and “as available” basis and without any representation of warranty. Uniborn does not have control over information provided or published by third parties and its Users, and it cannot ensure that its analytics, statements are correct, nor can we pre-screen such information. Therefore, Uniborn takes no responsibility for the accuracy, reliability or correctness of information included in the services or materials it provides.
You are solely responsible for the content you upload, post, email, transmit, or otherwise make available on or through our Platform.
We do not accept liability for the content of any referenced or linked off-site page and are not liable for that content. The risk of injury rests entirely with you. Links from the Website or Platform to other sites do not constitute an endorsement from Uniborn. These links are provided as an information service only. It is your responsibility to evaluate the content and usefulness of information obtained from other sites. You should direct any concerns regarding any external link to the respective site administrator or webmaster. If you choose to follow one of these links, the policies of that outside site take effect until you return to our Platform.
Subject to the above conditions and limitations, media organisations may obtain information from our Platform for conducting research and marketing and other associated permitted Purposes of the Privacy Policy, provided that; (a) no personal data is accessed and should any personal data be obtained it must be deleted or anonymized and must not be republished, (b) the information obtained is limited to that specifically permitted by us (by APIs or otherwise) to such media organisation and no other information may be obtained from any other access it may have, (c) Uniborn is credited as the source with a link to uniborn.com, (d) the media organisation has been pre-approved by us in writing and acknowledged this term. This permission may be withdrawn at any time without notice.
These Terms are subject to the legislation and jurisdiction of Estonia. If you are a consumer, you may also resort to the mandatory provisions of the law enforced state of your residence.
If any provision of these Terms is held to be invalid, void due to contradicting law or for any reason unenforceable, such provisions shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
Best efforts shall be used to resolve any dispute, controversy or claim arising out of or relating to the Terms, including breach, termination or invalidity, in amicable negotiations. In case the dispute cannot be solved and you are a legal entity or a private person operating in your economic or professional activities, or a person who after commencing the use of the Website or Platform has settled in a foreign state or whose place of business, residence or location at the time of filing an action is unknown, the competent institution for settling the dispute shall be Harju County Court.
If you have any questions regarding these Terms, you are welcome to contact us by e-mail at join@uniborn.com.
Uniborn is a community-led platform for sourcing, sharing, syndicating, and amplifying startups.
Uniborn is a trade name of Uniborn OÜ, registry code 16515953, Rotermanni 6, Tallinn, 10111, Estonia.
We are not intended to be a substitute for legal, tax or financial advice.
Uniborn OÜ is licensed by the Estonian FIU as Trust and Company Service provider, operating license FIU000420.