Roundtable Platform
Terms of Services

Welcome to Roundtable. These Roundtable Platform Terms of Service (the “Platform Terms of Services”) are a legally binding agreement between you (“User” or “you”) and us, Roundtable SAS and its affiliated entities (“Roundtable”, the “Company”, “us”, “we” or “our”), that governs your access and use of the products and services on our websites roundtable.eu, app.roundtable.eu or any successor thereto (the “Site” or “Website”)) and the Site.

Please be aware that investing in financial instruments involves a high level of risk, including the risk of losing some, or all, of your investment amount, and may not be suitable for all investors. Investments are often highly illiquid, meaning it may be difficult to sell or convert into cash without substantial loss.

Consider your investment objectives and experience carefully before investing. 

The content provided on Roundtable is for informational purposes only and does not constitute investment advice, financial advice, trading advice, or any other type of advice. The Company does not recommend that any securities, portfolios, or other investments should be bought, sold, or held by you.

Do not make any investment decision without consulting a fully qualified financial adviser, legal counsel and/or tax advisor, or conducting your own research and due diligence. Any investment decisions you make are solely your responsibility.

1. These Roundtable Platform Terms of Services apply to the provision of Platform Services, as described herein and on the Website, and as such Platform Services and the description thereof may vary from time to time. Customers acknowledge that Platform Services essentially consist in electronic communication facilities and tools, with a view to enabling the constitution of and the communication in Communities, Funds or Deal Accounts, and the exchange of information within such Communities, Funds or Deal Partnerships.
2. The Website is not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence, or otherwise) the publication or availability of the Website and/or Roundtable’s Services are prohibited. Specifically, this Website, and the associated Services, are directed to persons which are resident of Member States of the European Union. They are not directed to persons located outside the European Union. Persons located outside the European Union must not access the Website or use the Services.
3. Roundtable offers various Services on its Platform, such as (i) the possibility to create, manage and/or be part of a Community, (ii) the possibility to create or be an associate of a Co-Investment Vehicle, and/or (iii) the creation, management and promotion of a Fund. Each of these services are described in further detail in the corresponding service-specific terms (“Service Terms”) linked below and incorporated herein by reference:
   1. ‍Deal by Deal Terms of Services,
   2. ‍Community Terms of Services,
   3. ‍Funds Terms of Services ‍
4. By accessing the Website or by accessing or using any of the Services, including by simply viewing or posting content on the Website, you are agreeing that you will abide by the these Platform Terms of Service and any relevant Service Terms applicable to the Service(s) you have accessed or used, and our Privacy Policy (collectively, the “Terms”) which is incorporated herein. 
5. You are further agreeing that these Terms will govern your access to and use of the Platform and any Services provided by Roundtable and are fully incorporated in this Agreement. 
6. If you do not agree with the Terms (including the Services Terms), you are expressly prohibited from using any of the Services, including connecting to and accessing the Platform, and you must discontinue use immediately.
7. These Roundtable Platform Terms of Services apply to the provision of Platform Services, as described herein and on the Website, and as such Platform Services and the description thereof may vary from time to time. Customers acknowledge that Platform Services essentially consist in electronic communication facilities and tools, with a view to enabling the constitution of and the communication in Communities, Funds or Deal Accounts, and the exchange of information within such Communities, Funds or Deal Partnerships.

1. Customers are registered with the Company as a result of their electronic acceptance of these Terms, or such other contractual form as may be required by the Company for the provision of any of the Services. By registering with the Company or using the services provided by the Company, you acknowledge and agree that your use of the Platform constitutes an automatic acceptance of these Terms of Service, without any further action required from you, and that all Service Terms are unconditionally incorporated in this Agreement. 
2. Subject to such additional contractual form, including any contractual documentation that Roundtable requires for the provision of Services, such acceptance of the Terms by a Customer shall constitute the Agreement between the Company, the Customer, and all the other Customers belonging to the same Community, Fund Partnership or Deal Partnership, upon the confirmation by the Company of the registration of that Customer.  
3. Customers registered with the Company agree to receive from time to time a Newsletter sent by the Company, it being understood that they shall have at all times the right to unsubscribe from such Newsletter and that the Company shall in no way be under any obligation to send the Newsletter to (selected) Customers. 
4. The Company may in its discretion (without any obligation) also accept passive Customers, i.e., persons who have applied to enter into the Agreement, as a result of their electronic acceptance of the Terms but who have not adhered to any Community, Fund Partnership or Deal Partnership and who register as Customers with the expectation that they will subsequently (be invited to) adhere to one or more Communities or Deal Partnerships or Fund Partnerships.
5. All Customers register by following the electronic registration process made available by the Company (incl., on the Website). The electronic registration formalities and techniques (incl. identification/authentication methods) are determined by the Company in its discretion and may change from time to time. Such formalities and techniques, and the registration process in general, may vary depending on the intended status of the Customer and the Services which it intends to use.
6. Admins, Deal Leads and (Potential) Investors may be registered as members of different Communities, Deal Partnerships or Funds Partnerships. Any Customer may be registered as the Admin of one or more Communities, as the Deal Lead of one or more Deal Partnerships, as the Fund Lead of one or more Fund Partnerships and/or as a (Potential) Investor in one or more other Communities, Deal Partnership or Fund Partnership. 
7. Any Customer having previously been removed by the Company or banned from the Website shall refrain from registering with Company. 
8. By registering on the Platform, any (prospective) Customer agrees that it will not:
   1. use a name, email address or other identifying information that is false, deceptive, has the effect of hiding its own affiliation or identity or use a name, email address or other identifying information that belongs to, is owned by, or controlled by another person with the intent to impersonate that person or for any other reason;
   2. copy, disclose or distribute content except as expressly permitted by the Terms (including through the use of automated or non-automated harvesting, collection or "scraping") or otherwise use the Site or Services for competitive purposes; nor
   3. market competing services to Customers identified as a Customer of the Company. 
9. The Company may refuse in its discretion to enter into any Agreement with (and register as Customer) any prospective customer, even if such (prospective) customer has been referred to the Company or invited by any other Customer. The Company shall not be required to justify or motivate in any way such refusal. The registration of any Customer (and the Agreement with any Customer) is effective only when such registration is confirmed electronically by the Company.
10. All data, including Customer Data, may in the Company’s discretion (without any obligation) be used and relied upon by the Company in the context of the constitution of such other Fund or Deal Partnerships or Community, with a view to simplifying the constitution of that other Partnership or Community (avoidance of duplication of data entry). 
11. Whether or not the Company is legally required to do so, any Customer must answer all such questions and provide all such documents or information as the Company may reasonably require from time to time (incl., at any time after the Agreement has been entered into with such Customer) in its discretion, in particular, without limitation, for the purposes of complying with the anti-money laundering and anti-terrorist financing rules that may be applicable and/or under the reasonable policies and procedures of the Company or of any other person with which the Company cooperates or on which the Company relies in the provision of the Services, to the extent that such other persons reasonably require such information and documents in order to comply with rules of mandatory application or with reasonable internal control procedures (all such information and documents in respect of any Customer and/or the Customer’s business is collectively referred to herein as the “KYC/KYB Documentation” of that Customer). 
12. Notwithstanding anything herein to the contrary, all such KYC/KYB Documentation may be copied to or otherwise shared with any authority, financial institution, or any other person with which the Company cooperates or on which the Company relies in the provision of the Services, to the extent that such other persons reasonably require such information and documents in order to comply with rules of mandatory application or with reasonable internal control procedures.
13. The Company may also require at any time (prospective) Customers to answer an electronic questionnaire relating to their investment DNA (sector, business model, geography, etc.). Such Customer Data may be used by the Company or shared with third parties (in particular Deal Leads or Admins, but also other Customers) for commercial purposes, only to the extent permitted by applicable law (incl., as the case may be, with the Customers' express consent) and this Agreement, and shall in no way be used by the Company (or any Deal Lead) to make personalized investment recommendations constituting investment advice. Any information registered by the Customer regarding its professional experience or investment DNA may be shared with other Customers, provided that the Customer has been warned that such data would be shared with such other Customers. 
14. Certain Customer Data (such as email address and phone number) relating to Customer of a given Community, Deal Partnership or Fund Partnership may be shared with the Admin, Deal Lead or Fund Lead of that Community, Deal Partnership or Fund Partnership, it being specified that such communication is made with the intent that such Data will not be used for commercial purpose but simply to streamline communication.

1. Under the Platform Services, the role of the Company consists in providing electronic communication tools among Customers. 
2. Upon registration, each Customer is prompted to fill in information such as its investment DNA (investment thesis and past transactions), professional experience, interests, Communities of which the Customer is a member or an Admin, and other items as the Company may determine. Each Customer is then associated with a profile page, which may be accessible by other Customers of the Platform. The Customer may decide to hide certain information, such as its past investments (whether made or not through the Company) or the Communities of which it is a member. 
3. The Company’s Services allow messaging and sharing of information in many ways, such as your profile, posts in Deal or Fund Accounts or in Communities, etc. Information and content shared by a Customer or post of such Customer may be seen by other Customers. Where the Company made visibility settings available, the Company will honor the choices made by each Customer about who can see content or information. 
4. The Services and the functions of the Website may vary from time to time in the Company’s discretion (e.g., as result of New Features), as long as they continue substantially to have at least the same functions and to serve at least the same purposes for the Customer, as the Services in force at the time of entering into the Agreement. For the avoidance of doubt, the Company shall not be bound to develop any New Features or to offer any new service. The Company shall not be bound either to accept to make any development specific to and requested by any Customer. The use of New Features may be subject to additional Fees, not mentioned in the Agreement.
5. The Customer shall refrain from using the Services illegally and for purposes other than the lawful purposes for which they are reasonably intended, or in a way not consistent with the Agreement. 
6. In case of doubt as to the lawfulness of any use of the Services, Customers must seek independent legal advice to make sure that their intended use shall comply with all applicable laws. The Customer specifically acknowledges that the use of the Services may constitute regulated investment services, depending on the factual circumstances in which the Services are used and on how they are used. 
7. The Company may but is not bound to monitor the compliance of any Customer with applicable laws. The Company may suspend or restrict the Services, in whole or in part, if, in its reasonable opinion, the use of the Services does not comply with applicable laws. For the avoidance of doubt, the Company does not make or give any representation or warranty on any rule of law, to any Customer. The Company is not bound to control, and shall assume no liability for, the form and content of messages dispatched among Customers on the Platform. 
8. The Company does not warrant that the Services are suitable for the Customer, and that the Services shall meet with the Customer’s requirements and expectations. The Customer must make his/her/its own independent assessment of the suitability of the Services to its goals and situation.
9. No proposal or invitation to invest or to join a Community shall constitute an investment recommendation. It shall not be based on any assessment of the suitability of the investment for each Customer. No investment proposal or invitation in respect of any Deal or Fund shall be based on the assessment of the personal situation, experience, wealth, or risk aversion of any Customer. 
10. The Company does not assess or filter investment proposals in any Deal in any way.
11. The Company shall not be liable for the financial losses of Customers resulting from any investment organized through the Platform.

1. For the purposes of providing the Services, and for no other purpose, the Company grants to the Customer a non-exclusive license to access and to use the Software, as such Software shall be made available from time to time on the Website, in accordance with the provisions hereof. The Customer may not sub-license, assign to, or share the license with any person and for any reason.
2. The Company makes no representation and gives no warranty that the Software underlying the Platform is error-free. The obligation of the Company is limited to making commercially reasonable efforts (obligation of means) to make sure that the Software operates as expected and constitutes a reasonably dependable tool for the provision of the Services. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner that minimizes errors and interruptions in the Services. Services may however be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control. The Company shall use reasonable efforts to provide advance notice of any scheduled service disruption.
3. The Customer shall be responsible for obtaining and maintaining any IT equipment and ancillary services (incl. a good internet connection) needed to connect or access to, or to otherwise use the Software and the Services inherent therein, including, without limitation, modems, hardware, servers, software, operating systems, and internet connection. The Customer shall also be responsible for maintaining the security and integrity of such equipment.
4. The use of the Software does not operate or imply any transfer or assignment in any form of title to the Customer Data which is and shall always remain the property of the Customer.
5. The Company shall provide Support to the Customer during normal business hours. Support shall be requested by initiating a helpdesk ticket via email at contact@roundtable.eu or any other means indicated on the Website. 
6. For the avoidance of doubt, questions that are not technical in nature shall not be part of the Support.

1. Registration as a Customer and access to the Platform is currently provided free of charge. The fees applicable to such registration or access to the Platfrom may be amended in the future.
2. Any fees applicable to the Services other than the Platform Services are detailed in the relevant Service Terms and/or, if any, in the additional contractual agreement concluded between the Company and the Customer

1. The Agreement becomes effective between the Company and any Customer, upon the registration of such Customer pursuant to Clause 3 and acceptance of such registration by the Company. 
2. Upon termination of the Agreement by the Company with any Customer, such Customer shall cease to be a member of any Community, Deal Partnership or Fund Partnership and shall refrain from using the Services. Such Customer’s rights shall be discontinued.

1. Insofar as necessary, the Customer acknowledges and accepts that its Customer Data shall be stored and processed in accordance with the Company’s Privacy Policy (as amended from time to time) and as available on https://www.roundtable.eu/privacy-policy. 
2. The Customer Data may be so stored and processed by the Company itself for the purposes of providing the Services, and/or by certain service providers to the Company, to the extent that such service providers reasonably need to access, store and process the Customer Data for the provision of their services to the Company, and/or to the extent required by law. 
3. The Customer authorises the Company to copy and share with/transfer to such service providers the Customer Data if and to the extent required for such purposes.

1. The Company shall assume no liability for interruptions of the Services (including, for the avoidance of doubt, the Roundtable Deal by Deal Services, the Roundtable Community Services and the Roundtable Fund Services) resulting from (i) events of force majeure, (ii) any error or negligence of Customers, or (iii) occurring in the normal course of business (including for the maintenance of the Software or because of Software bugs) except if it is demonstrated that such interruptions were caused by the gross negligence of the Company. As a result, and without limitation to the generality of the above, the Company shall assume no liability for damages resulting from (i) the destruction/deletion by a Customer of any data used by the Software, (ii) any operation (incl. any download, falsification or deletion or data, etc.) on any Partnership or Community by any person using a valid login and password (or other identification method determined by the Company), (iii) any delay in setting up Partnership or Community accounts due to the late communication to the Company by a Customer of all required information, or (iv) difficulties or impossibility for the Customer to access Partnership or Community accounts caused by flaws in the IT equipment or the internet connection of such Customer.
2. The Company shall not be liable for any damages to any Customer resulting directly or indirectly, in whole or in part, from the non-performance by any Customer of such Customer’s obligations under the Agreement (e.g., in particular, an unlawful use of the Services and of the Platform). Without limitation to the above, the Company shall not be liable to any Customer for damages of any nature that may result from the use of the Services by any Customer in violation of any securities or other laws in any country.
3. In any case where the Company may be held liable, its liability shall be (i) limited to the amount of the damages which were foreseeable and which are actually incurred directly by the Customer (and the Customer only), with the express exclusion of indirect or consequential damages, such as, e.g., damages resulting from the loss of prospective profits, loss of data, or reputational harm, and (ii) capped in any event in the amount of the insurance coverage of the Company as may vary from time to time. This cap has been determined in consideration of the free nature of the Services.
4. Each Customer shall indemnify the Company and any other Customer for the damages, including reputational losses or damages, which result from a breach of the Agreement, and in particular, without limitation, if such Customer uses the Services for unlawful purposes or in an unlawful manner or in case of a breach of the confidentiality obligation set forth at Clause 11.7 and Clause 11.8.
5. The Company may not be held liable for damages resulting directly or indirectly from the absence of answers to the questions referred to in Clause 3, or of incorrect answers to such questions. Outdated answers shall be deemed to be incorrect answers for the purposes of this Clause.

1. The use of the Software does not operate a transfer of any intellectual property of the Company over the Software, including New Features, the Partnership or Community or any component thereof. The Customer acknowledges that such intellectual property is and shall remain the property of the Company, and irrevocably waives any right that it may have to claim any title to, interest in, or right on such property of the Company. All notices, labels, logos, visual or other marks, including the "Roundtable" trademark and logo pertaining to the Services, the Software, the Website is and shall at all times remain the exclusive property of the Company. The Customer may not use, reproduce, or remove any such proprietary notices, labels, logos, or other marks without the Company's authorisation, or claim any title to, interest in, or right thereon.
2. The Customer may therefore not, directly or indirectly (i) (attempt to) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to or inherent in the Software or Website, or the documentation or data relating thereto, or (ii) (attempt to) modify, translate, or create derivative works based on the Software (except to the extent expressly permitted by the Company or the Agreement).

1. Without limitation to Clause 3.1, the Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof.
2. Subject only to a notification to the Customer, the Company may assign its rights and obligations under the Agreement (including by way of merger or similar operation) to any other company. By contrast, the rights and obligations of the Customer are non-assignable, including in case of merger or similar events.
3. The Customer acknowledges that the Company may amend these Roundtable Platform Terms of Services and the Service Terms. Notice is not required if the amendment is of minor importance, advantageous to the Customer, or required by law. If the Customer does not agree with the amended terms, the Customer may be entitled to terminate the Agreement in accordance with Clause 7.
4. If any provision in this Agreement (including any provision set forth in the Service Terms) shall be held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, such provision, in whole or in part, shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of this Agreement shall not be affected. In such a case, each Party shall use his/her/its best efforts to immediately negotiate in good faith a legally valid replacement provision having the same or substantially similar economic effects, considering the purposes and intent of the provision(s) which is/are, in whole or in part, illegal, invalid or unenforceable.
5. No failure or delay by the Company to exercise any right or remedy under this Agreement (including, for the avoidance of doubt, under the Service Terms) shall be considered as a waiver of such right or remedy, or any other right or remedy under this Agreement. Partial exercise by the Company of any right or remedy under this Agreement shall not preclude any further exercise of such right or remedy or the exercise of any other right or remedy under the Agreement.
6. Information stored by the Company (including electronic records of activities the Website) may serve as evidence of all transactions between the Company and the Customer (or among Customers) until proven otherwise, in the same way as signed original written paper documents. In case of dispute among Customers, the Company may (with no obligation) share with such Customers its electronic records of the relevant Data.
7. All information made available to Customers, including information on the Company, the Services, any Target, any Fund, any Co-Investment Vehicle (and its related documentation), any Deal (and the legal/financial terms thereof), posted on Deal and Fund Accounts or Communities, by the Company or any Customer, or otherwise dispatched by or through the Platform, (incl. emails powered by the Platform, and information shared with Potential Investors about a possible Deal) shall, unless posted publicly on the Website or elsewhere by the Company or the relevant Deal Lead or Admin, constitute strictly confidential information. Customers shall in no circumstance or in any form, including verbally, disclose any such confidential information to any other person. 
8. Each Customer shall keep the Company and the other Customers, as the case may be, harmless and indemnified against all losses or damages which they may incur (including in the event that they would be held liable under certain confidentiality undertakings) as a result of the breach of this confidentiality obligation.
9. The Agreement (including any provision of the Service Terms) and all non-contractual obligations arising out of or in connection with it, are governed by and shall be construed in accordance with the laws of France. The Parties shall attempt in good faith to resolve amicably all disputes arising in connection with the interpretation or application of the Agreement. If no amicable settlement is found, the courts of Paris shall have exclusive jurisdiction to settle all disputes under the Agreement.

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