Terms of Service
These Terms of Service set out the general terms that govern your use of the Website. They apply to you as soon as you first use the Website, you expressly agree to be bound by these terms and all applicable laws and regulations governing the site and TheStartupCrowd platform. These terms form a legally binding agreement between you and TheStartupCrowd and applies to all TheStartupCrowd users of the site who may also be contributors of user-generated content (UGC) posted on the site.
You should read these terms carefully and ensure that you understand the effect before proceeding to use the site. If you do not wish to continue to be bound by these Terms of Service, please stop using the Website now. If you are in violation of any of these terms, TheStartupCrowd may terminate your use of the site, prohibit you from future use of the site and/or reserve the right to take appropriate legal action against you. TheStartupCrowd reserves the right to change these terms at any time without notice, effective immediately upon posting on the site. Please continue to check this page of the site periodically for any changes. You agree that TheStartupCrowd will treat your utilisation of the website as due acceptance of the terms, which includes your continued use subsequent to any changes being posted on the site. If we make any material changes, we will notify you by email.
2. Relationship to Other Agreements
In addition to these Terms of Service, during the course of your use of the site and TheStartupCrowd platform apply to you and everyone else who uses the Website. A Privacy Notice also sets out details of how your personal data will be used. Together, these are the “Website Agreements".
During the course of your use of the Website, you may choose to agree to be bound by certain other agreements: for example, if you wish to sign up to Thestartup.com, you will need to agree to a Membership Agreement, and if you wish to invest in a business through Thestartup.com, you will need to agree to the relevant Investment Agreement. We will refer to all of these other agreements as the “Platform Agreements", because rather than just governing your technical use of the Website, they set out the substantive terms that govern your relationship with us and your use of our platform.
The Website Agreements will continue to apply to you even after you have agreed to a Platform Agreement. However, if it turns out that there is a conflict between the Website Agreements and a Platform Agreement that you agree to, the Platform Agreement will take precedence.
3. Intellectual Property and Licence
When using the site and the TheStartupCrowd platform, if you make use of a feature that allows you to publish any User Generated Content via the site by way of uploading text, comments, links, photos, video or otherwise contributing to publicly accessible areas of the site, you automatically grant:
(a) to TheStartupCrowd, a worldwide, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that User Generated Content, or any part of it, and the intellectual property rights therein, in connection with the provision of the TheStartupCrowd platform services, including without limitation the promotion and redistribution of all or part of your User Generated Content (and derivative works thereof) in any media formats and through any media channels;
(b) to each TheStartupCrowd user, a worldwide, non-exclusive, royalty-free licence to access your User Generated Content through TheStartupCrowd platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Generated Content only to the extent permitted by the functionality of the TheStartupCrowd platform.
‘Publicly accessible’ areas of the site are intended by TheStartupCrowd to be available to all TheStartupCrowd members of the site as well as TheStartupCrowd (save for that User Generated Content which can be accessed indirectly via the world-wide web search engines), however, only limited functionality may be available to those who have either not undergone verification and/ or registration on the site by way of becoming a TheStartupCrowd member. For example, a TheStartupCrowd visitor will not be verified or registered and will therefore be able to view a pitch summary box but will be unable to access a detailed pitch by way of a full TheStartupCrowd listing or the TheStartupCrowd discussion board.
Unless terminated (or suspended) for reasons such as those set out herein or in the TheStartupCrowd agreement or unless TheStartupCrowd is no longer providing the TheStartupCrowd platform services to you, the above IP licences granted by you terminate when you remove or delete all of your User Generated Content or cancel your TheStartupCrowd membership. You must contact TheStartupCrowd by email to firstname.lastname@example.org to request removal or deletion of User Generated Content or cancellation of your TheStartupCrowd membership.
TheStartupCrowd does not guarantee any confidentiality with respect to User Generated Content and you understand and agree that you are solely responsible for your own User Generated Content and the consequences of posting or publishing it. TheStartupCrowd does not claim ownership of the User Generated Content you submit or make available for inclusion on the site. You retain all of your ownership rights in your User Generated Content but you grant the limited Intellectual Property licences set out above.
The Website may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations, and together with the Website’s page layout, underlying code and software we refer to all of these as “Content". All of the Content is the property of TheStartup.com, our affiliates or third parties with whom we do business, and this means that it is protected by the Republic of Ireland and international intellectual property laws and other relevant laws.For the avoidance of doubt, data mining or scraping the Website without the express written permission of TheStartup.com is not permitted.
4. TheStartupCrowd content on the website
With the exception of User Generated Content submitted to the site by users, all other content and the selection and organisation of such content on the site constitutes TheStartupCrowd content and is either owned by, or licensed to, TheStartupCrowd and is subject to copyright, trade mark rights, and other intellectual property rights of TheStartupCrowd and licensors of TheStartupCrowd. Such TheStartupCrowd content is protected by Irish copyright laws and international laws. Any third-party trade or service marks present on TheStartupCrowd content not uploaded or posted by you are trade or service marks of their respective owners. Such TheStartupCrowd content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of TheStartupCrowd or, where applicable, the licensors of TheStartupCrowd. TheStartupCrowd and/ or its licensors reserve all rights not expressly granted in and to their TheStartupCrowd content.
5. User content on the website
TheStartupCrowd reserves the right to terminate the privileges of any TheStartupCrowd user who uses this site to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, TheStartupCrowd members who submit User Generated Content to this site must ensure that the User Generated Content they upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by TheStartupCrowd member that they have used this site as an instrument of unlawful infringement, we will terminate the infringing TheStartupCrowd membership rights to use and/or access this site. We may, in our sole discretion, decide to terminate a TheStartupCrowd member’s right to use or access the site prior to that time if we believe that the alleged infringement has occurred.
6. Links to Other Websites
The StartupCrowd may contain links to other websites or third parties companies. Unless otherwise expressed, one should assume that these other websites are not under the control of TheStartup.com or our affiliates. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. If TheStartupCrowd includes a link to another website on this Website, that does not mean that we endorse that other website or in any way recommend that you should use it.
7. General restrictions on use
Subject to the following express restrictions, TheStartupCrowd grants you permission to access and use the site and the TheStartupCrowd platform services. You may view site pages, download site pages (for caching purposes only) and print site pages (excluding images on the website) and retain a copy of the same solely for your own personal, strictly non-commercial use. You agree that your failure to adhere to any of these restrictions shall constitute a breach of these terms on your part. You agree:
(a) not to sell, license, rent, distribute or otherwise exploit any User Generated Content or TheStartupCrowd content for any other purposes without the prior written consent of TheStartupCrowd or the respective licensors of the User Generated Content or the TheStartupCrowd content;
(b) not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the site or the Spark platform services, including but not limited to any User Generated Content or TheStartupCrowd content, in any medium without TheStartupCrowd’s prior written authorisation, unless TheStartupCrowd makes available the means for such activity through the functionality offered by the TheStartupCrowd platform;
(c) not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
(d) not to establish a link to our site in any website that is not owned by you;
(e) not to alter or modify any part of the site or any of the TheStartupCrowd platform services or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(f) not to access User Generated Content or TheStartupCrowd content through any technology or means other than the site itself or such other means as TheStartupCrowd may explicitly designate for this purpose;
(g) not to access or attempt to use the TheStartupCrowd login of other TheStartupCrowd members or penetrate or attempt to penetrate the TheStartupCrowd security measures;
(h) not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the site or the TheStartupCrowd platform services or features that (i) prevent or restrict use or copying of User Generated Content or TheStartupCrowd content; or, (ii) enforce limitations on the use of the TheStartupCrowd platform services or the accessible User Generated Content or TheStartupCrowd content.
(i) not to use any area of the site or the TheStartupCrowd platform services for any commercial purposes other than to list pitches and invest in pitches. You must obtain our prior written consent to make commercial offers of any kind, whether by advertising, marketing, solicitations, links, or any other form of communication. We will investigate and take appropriate legal action against anyone who breaches this provision, including without limitation, removing the offending communication from the site and barring anyone breaching this provision from future use of the site and the TheStartupCrowd platform services. We reserve the right to block access to this site with respect to any TheStartupCrowd user who is known or reasonably believed to be (or is associated with any person who is known or reasonably believed to be) acting unlawfully, or breaching these terms, or infringing the TheStartupCrowd rights. Breaching any terms on the site will be deemed to be a breach of these terms.
(j) not to use the site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
(k) not to attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site;
(l) not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any TheStartupCrowd user of the site or the TheStartupCrowd platform services;
(m) not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching certain provisions above, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately. You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
8. Prohibited Content
The following is a partial list of contents which is illegal or prohibited on the site. You agree that you will not submit any User Generated Content to the site (or via the site) or in any way connected with the site, that:
(a) is patently offensive to the online community, such that it promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(b) could be harmful to minors or vulnerable adults;
(c) could be seen to incite abusive behaviour to another person or harasses or advocates harassment of another person;
(d) involves the transmission of “junk mail," “chain letters”, or unsolicited mass mailing or “spamming”;
(e) promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous-;
(f) promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices;
(g) contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
(h) displays pornographic or sexually explicit material of any kind;
(i) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal data (as defined in the Data Protection (Amendment) Act 2003) from anyone under 18;
(j) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
(k) solicits passwords or personal identifying information for commercial or unlawful purposes from other Spark members; and,
(l) engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes.
9. Availability and security of the site
TheStartupCrowd does not warrant the validity and accuracy of any information on the site or the TheStartupCrowd platform services or that the Website is kept up-to-date. The Website and its content and the TheStartupCrowd platform services are delivered on an “as-is” and “as-available” basis. TheStartupCrowd shall use reasonable endeavours to ensure that the site, the TheStartupCrowd platform services and any information it holds on you are kept secure. However, due to the nature of the internet, TheStartupCrowd does not represent or warrant to you that:
(a) Your use of the website and/ or the TheStartupCrowd platform services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the site or any content, search or link on it;
(b) Your use of the TheStartupCrowd platform services will meet your requirements;
(c) any information obtained or downloaded by you as a result of your use of the TheStartupCrowd platform services will be accurate, reliable or free of viruses or contamination or destructive features;
(d) Your shared User Generated Content will not be used by a third party in various ways;
(e) there will not be any defects in the operation or functionality of any software provided to you as part of the TheStartupCrowd platform services; and,
(f) those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.
10. Suspension and termination of use
10.1 You acknowledge that TheStartupCrowd has no obligation to monitor any User Generated Content provided by TheStartupCrowd members. You further understand and agree that with sole discretion, and without prior notice, TheStartupCrowd may terminate its licence with you and may therefore choose to suspend or terminate your access to the site and the TheStartupCrowd platform services at any time or exercise any other remedy available and modify or delete any unauthorised User Generated Content, if TheStartupCrowd believes that the User Generated Content you provided has violated or is inconsistent with these terms or has violated the rights of TheStartupCrowd or a TheStartupCrowd user. Notwithstanding this, you are solely responsible for, and bear the legal risk associated with such User Generated Content anywhere in the world.
10.2 TheStartupCrowd may release TheStartupCrowd user information about you if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.
10.3 You agree that monetary damages may not provide a sufficient remedy to TheStartupCrowd for violations of these terms and you consent to injunctive or other equitable relief for such violations.
10.4 You acknowledge and agree that to improve the site and/ or the TheStartupCrowd platform services, TheStartupCrowd may stop (permanently or temporarily) providing the TheStartupCrowd platform services (or any features within the TheStartupCrowd platform services) to you generally at TheStartupCrowd’s sole discretion, without prior notice to you.
11. Spark Member Warranties
You represent and warrant that:
(a) You have (and will continue to have whilst the User Generated Content remains posted on the site) all necessary licences, rights, consents, and permissions which are required to enable TheStartupCrowd to use or display your User Generated Content in the manner contemplated by these terms;
(b) You are happy to share your User Generated Content with TheStartupCrowd members as the case may be who access and/ or register on the site where applicable;
(c) You will not post nor upload any User Generated Content which contains material which is unlawful for you to possess, or which it would be unlawful for TheStartupCrowd to use or possess in connection with the provision of the TheStartupCrowd platform services; and, the User Generated Content that you submit to TheStartupCrowd will not contain any third-party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant TheStartupCrowd the IP licence referred to in Paragraph 3 above.
12.1 Nothing in this paragraph shall exclude or restrict liability for:
(a) fraudulent misrepresentations;
(b) any liability where the law does not permit such exclusion of liability; and,
(c) death or personal injury arising from negligence.
12.2 TheStartupCrowd shall not be in breach of any of its obligations under these terms which arise or occur due to the act, omission, default of you or your failure to comply with any of your obligations.
12.3 Subject to Paragraph 12.1, TheStartupCrowd shall not be liable to you in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation suffered by you arising from your use of the site and/ or the TheStartupCrowd platform services or, any loss or damage which may be incurred by you as a result of:
(a) any breach by you of these terms or breach of warranty by you or the acts or omissions of you including your use of, or inability to use, the site and/ or the TheStartupCrowd platform services;
(b) any reliance placed by you on the completeness, accuracy or existence of any User Generated Content (including TheStartupCrowd listings) or TheStartupCrowd content;
(c) any changes which TheStartupCrowd may make to the TheStartupCrowd platform services, or for any permanent or temporary cessation in the provision of the TheStartupCrowd platform services (or any features within the TheStartupCrowd platform services);
(d) the deletion of, corruption of, or failure to store any User Generated Content and other communications data maintained or transmitted by or through your use of the TheStartupCrowd platform services;
(e) the availability of third party sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from such websites or resources; and,
(f) the acts, omissions and conduct of any TheStartupCrowd users in connection with or otherwise related to your use of the site and/ or the TheStartupCrowd platform services.
12.4 The limitations on TheStartupCrowd’s liability to you in this paragraph shall apply whether or not TheStartupCrowd has been advised of, or should have been aware of, the possibility of any such losses arising.
12.5 Different limitations and exclusions of liability will apply to liability arising from the TheStartupCrowd investment process per se and any transaction that may ensue which is set out in the relevant agreements.
12.6 Except as expressly set out in these terms, TheStartupCrowd gives no warranties and excludes all other express or implied terms, conditions and warranties including also any implied warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by law.
If you choose to agree to the Membership Agreement, you will see that in there – and in other Platform Agreements – we make certain promises to you about what parts of the Website and its Content we are responsible for and what parts we are not. This means that, if you are a party to one of those agreements and something goes wrong with your use of the Website, you may be able to hold us responsible depending on the circumstances.
However, with the exception of the specific promises we make in a Platform Agreement to which you are a party, you need to be aware that:
- We make no warranty or representation (express or implied) that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, or that all information provided will be accurate.
- We make no guarantee of any specific results from the use of the Website.
- No part of this Website is intended to constitute advice, and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
- The Website is provided “as is" and on an “as available" basis, and we give no warranty that it will be free of defects and / or faults.
- We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship.
- To the maximum extent permitted by law, we accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from your use of the Website or any information contained in it, and you use the Website and its Content at your own risk. This is not intended to exclude or restrict our liability for death or personal injury arising from your use of the Website.
- Users should be aware that they use the Website and its Content at their own risk.
These terms shall be personal to you and you may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without the prior written consent of TheStartupCrowd. TheStartupCrowd reserves the right to assign or transfer all or any of its rights and obligations under these terms to any companies in the same group as TheStartupCrowd or to other third parties. In the event of assignment or transfer, notification will either be given to you by email or posted on the site.
In the event that any provisions contained in these terms and/or agreements are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these terms and shall not affect the validity and enforceability of the remaining terms. We have made every effort to ensure that these Terms of Service adhere strictly with the relevant provisions of the European Communities (Unfair Terms in Consumer Contracts) Regulations, 1995 and other applicable laws. This clause on “Severability" shall apply only within jurisdictions where a particular term is illegal.
16. No Waiver
In the event that either you or we fail to exercise any right or remedy contained in these Terms of Service, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.
From time to time we may update these Terms of Service to take account of changes in the law or for any other reason. If we update these Terms of Service, we will post a new version on the Website, and as soon as you use the Website after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms of Service to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.
If you wish to communicate with us about anything related to these Terms of Service, if you have any other questions about the Website or Terms you can email the appropriate address set out in the “Contact Us" section of the Website.
If you wish to make a complaint about TheStartup.com, the process for doing so is set out in the Membership Agreement which can be accessed through your TheStartup.com profile. If we do not resolve the complaint to your satisfaction, you may have a right to complain directly to the Financial Services and Pensions Ombudsman’s Bureau of Ireland. Their address is Lincoln House, Lincoln Pl, Dublin 2, D02 VH29, and their website is at http://www.fspo.ie/. In addition, the European Commission’s Online Dispute Resolution platform is at http://ec.europa.eu/consumers/odr.
20. Choice of Law
These Terms of Service, and the relationship between you and TheStartupCrowd created by it, shall be governed by and construed in accordance with the laws of the Republic of Ireland.
You agree to submit to the exclusive jurisdiction of the courts of the Republic of Ireland. This means that if you want to bring a legal action against TheStartup or any of its affiliates, or we want to bring a legal action against you, it must be done in the courts of the Republic of Ireland.
We have used a few capitalised terms in this agreement, which means that they have specific definitions. In some cases the definition is set out when they are first used, but in a few cases we give the meaning below instead.
- Privacy Notice means the privacy notice of the Website, available at Privacy Notice;
- Referral Fee Terms means the referral fee terms of the Website, available at Referral Fee Terms;
- TheStartup Ecosystem Europe Limited (“TheStartup.com") means TheStartup Ecosystem Europe Limited, a private limited company registered in the Republic of Ireland under registration number 616108; and Website means the website that you are currently using (www.thestartup.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.