Unicorn Legal Polis: Terms and Conditions
Last Updated: 12 Month 2018
IMPORTANT NOTICE

YOU SHOULD READ THIS LICENCE AGREEMENT CAREFULLY BEFORE YOU ORDER, PAY FOR AND/OR USE THE MY SERVICES ACCESSORY PACKAGE.

THESE TERMS INCLUDE IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND EXCLUSIONS ON OUR LIABILITY TO YOU. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE CLAUSE 11 "OUR LIABILITY TO YOU".

YOUR USE OF THE SERVICES PACKAGE REQUIRES YOU TO AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL NOT BE ABLE TO USE OR HAVE ACCESS TO THE SUBSCRIPTION.

YOU UNDERSTAND THAT BY ACCEPTING THESE TERMS YOU WILL BE LEGALLY BOUND BY THEM.

1. ACKNOWLEDGEMENTS
1.1 These Terms, represent a legal agreement between you and Unicorn Legal Polis Limited ("Unicorn Legal Polis LTD", "we", "us" or "our") for:

1.1.1 a set of services to provide the most appropriate icorporation options based on inputs provided by You (the "Unicorn Service package" or „Platform") whose advanced features may be made available to you on a subscription basis (the "Subscription"); and

1.1.2 the delivery of a additional services on your special request (the "Special Services" or „Paid Services"),

collectively referred to as "Services" or the "Services Package".

1.2 The Unicorn Service package's features can only utilized by us and you within the process of investment stages which you choose and indicate in advance.

1.3 Unicorn Legal Polis Limited (company number 11679573) whose registered address is 20-22 Wenlock Road, London, England, N1 7GU. Contact details for Tax Sketches's local branches where you can find support are set out on official website http://www.legalpolis.com/.

1.4 By using the Services (or by activating the Subscription), you agree that you are 18 years old or over.

1.5 The Services platform may contain links to other independent third-party websites ("Third Party Sites"). Third Party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third Party Sites, including the purchase and use of any products or services accessible through them.

2. CHANGES TO THESE TERMS
2.1 We may update these Terms from time to time, for example, to comply with changes in the law or to take account of new products, services or Unicorn Service package we may offer or for other reasons. We may change these Terms at any time by notifying you of a change when you next start the Unicorn Service package. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of Services.

2.2 If we make any changes to these Terms which are detrimental to you, we will aim to give you a minimum of 14 days' notice of any such changes.

2.3 We will not file a copy of these Terms in relation to your use of Services. A link to a downloadable version of the current version Terms will remain available via the our website or the Unicorn Service package.
3. OWNERSHIP AND OPERATION OF THE UNICORN SERVICE PACKAGE
3.1 The Unicorn Service package is licensed to us.

3.2 The Unicorn Service package is administered Unicorn Legal Polis LTD company number 11658701) whose registered address is 20-22 Wenlock Road, London, England, N1 7GU.

3.3 You acknowledge that all intellectual property rights in the Unicorn Service package, any documents provided in respect of the Unicorn Service package and the technology used or supported by the Unicorn Service package or any of its features belong to us and/or our licensors, that rights in the Unicorn Service package are licensed (not sold) to you, and that you have no rights in, or to, the Unicorn Service package, the documents or the technology other than the right to use each of them in accordance with these Terms.

3.4 You acknowledge that you have no right to have access to the Unicorn Service package in source-code form.

4. THE PACKAGE
4.1 The Unicorn Service package work together as a package to deliver the our expertise, experience and competences in preparing the technological startups, teams and projects for investments on different stages providing the services listed in clause 4.3 below. In order to receive the benefit of these features and activate your Services Package, you will need to:

4.1.1 follow the instructions of Unicorn Legal Polis LTD team, provide the documents and data required;

4.1.2 read through and accept these Terms ;

4.1.3 place an order for the additional services;

4.1.4 pay for your Package as directed by Company;

4.2 You will not be able to access and use all the features of Services unless you have a stable secure connection to internet and updated web browser.

4.3 The Unicorn Service package may include the following services:

o Due diligence – debugging all legal processes (or build new ones) within the current project;

o Introduction to investor – it will include preparation of teaser, presentation and description of the project;

o Risk analysis – we will define risk areas for each startup, depending on specifics of the startup, team or project's activity ;

o Virtual Data Room– we will be rersponsible for processes necessary for creation and fill in a virtual data room where potential investors can get all the required information about the project;

o M&A - we will identify crucial factors for the corporate structure, scrutinize them and offer options for corporate design.

4.4 You will have use of Pre-paid services based on the settings to have chosen during first six month of the commencement of your paid Subscription ("Fixed Term"), unless your Subscription has been terminated earlier by you or us in accordance with these Terms, or you have renewed your Subscription as provided for in clause 4.5 below.

4.5 Following the Fixed Term, unless we have terminated the provision of the Services Package generally, your Subscription will cancel automatically unless you have entered into a new contract for ongoing use of Services on such terms (and pricing) as may be applicable at the time. For the avoidance of doubt, we are not obliged to continue to make Services available following the Fixed Term, and any option to enter into a new contract will be at our absolute discretion. The provisions of clause 9 will apply at the time that your Services package ends.

4.6 You agree to use the Services in compliance with these Terms.

4.7 From time to time, updates to the Unicorn Service package may be issued and due the updates the design of the Platform may change. Depending on the update, you may not be able to use the Unicorn Service package or benefit from the paid Subscription package until the platform is updated. After the updates you may be asked to accept the Terms and Conditions once again to use the services.

6. PRICE, PAYMENT
6.1 The price for the Services Package will be the price told to you during the order process for your Services Package within the Unicorn Service.

6.2 The Services Package fee shall form a the percentage of the total of the total sum of investments on the stage (s) which you and us agreed to cooperate.,.

7. ACCEPTABLE USE AND LICENCE RESTRICTIONS
7.1 You agree:

7.1.1 to use the Services in accordance with these terms and any reasonable instructions for its use that we may provide to you from time to time;

7.1.2 pay Package Services as soon as the investment round completed successfully;

7.2 You must:

7.2.1 provide, edit or create all documents which are requested and recommended by the team of Unicorn Legal Polis LTD to form virtual data room;

7.2.2 not infringe our intellectual property rights or those of any third party in relation to your use of the Unicorn Service package or any of its features;

7.2.3 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Unicorn Service package ;

7.2.4 not negotiate and close investments with other companies; and

7.2.5 not collect or harvest any information or data from any aspect of the Services Package or our systems or attempt to decipher any transmissions to or from the servers running the Services Package.

7.3 You confirm that:

7.3.1 you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and

7.3.2 are not listed on any U.S. Government list of prohibited or restricted parties

8. LIMITED WARRANTY
8.1 We warrant for the Fixed Term that the Unicorn Service package will:

8.1.1 when properly used and on an operating system for which it was designed and

8.1.2 perform substantially in accordance with the functions described in these Terms.

8.2 This warranty is in addition to your legal rights in relation to software that is faulty or not as described.

8.3 In the event that there are any performance issues affecting the Unicorn Service package we will take reasonable steps to limit such issues and to resume access to the Unicorn Service package as soon as reasonably possible.

8.4 If the Unicorn Service package has a defect or fault which prevents you from benefiting from your package, where possible, we will allow you to download the Unicorn Service package again. Fixing the issues whithin the Unicorn Service package will be provided at no cost to you.

9. CANCELLATION
Your rights to cancel

9.1 Consumers have a legal right to cancel a contract for the supply of digital content which has been paid for and which is not supplied on a tangible medium, such as an Unicorn Service package, without giving any reason. Consumers are also entitled to a refund in such circumstances. The cancellation period ends at the end of 14 days after the day on which you agree to these Terms ("Cancellation Period").

9.2 By accepting these Terms, you will be considered to be expressly requesting that we make the Unicorn Service package, and you agree that your right to cancel the contract between you and us for the supply of the Unicorn Service package within the Cancellation Period described above will be lost and you will have no right to a refund if you then decide you wish to cancel. .

Our rights to cancel

9.6 We may write to you to let you know that we are going to stop providing SERVICES prior to expiry of the Fixed Term. We will let you know at least 30 days in advance of our stopping your Subscription and will refund any sums you have paid in advance, if any, for any period between the date of stopping the Subscription and expiry of the Fixed Term during which Services will not be provided.

9.7 We may cancel your Services Package and your rights under these Terms at any time,on written notice to you, if:

9.7.1 at any time, you commit a serious breach of the Terms;

9.7.2 you give us false information, or withhold from us any important information, in relation to your use of services;

9.7.3 you breach our rights or a third party's rights in the Unicorn Service package; or

9.7.4 you attempt to defraud us or act dishonestly towards us.

9.8 If we cancel your rights under these Terms because you have committed a serious breach of these Terms, you must cease all use of services and we may revoke your access to the Unicorn Service package. Please note that in the event of a very serious breach of these Terms by you then Bright Box may permanently block your access to the Unicorn Service package and cease providing you with access to services in general.

9.11 YOUR RESPONSIBILITIES

9.11.1. You are responsible for making all arrangements necessary for you to have stable internet access to provide necessary documents and data, o rif necessary to provide hard copies.

10. PRIVACY
10.1 For more information on the personal information that we may collect through platorm, how we may process that information, who we may share it with and your rights with regard to this data please see our Privacy Policy.

10.2 By using the platform, you consent to such processing and you confirm that all data provided by you is accurate.

11. OUR LIABILITY TO YOU
11.1 If we fail to comply with the Terms, we may be responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time you agreed to the Terms.

11.2 We only supply the Unicorn Service package and for private use. You agree not to use the platform or for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

11.3 We do not in any way exclude or limit our liability for:

11.3.1 preemtive fraud or fraudulent misrepresentation; or

11.3.2 any matter which it is not permitted by law to limit or exclude, or attempt to limit or exclude, our liability.

11.3 Nothing in these Terms will affect any other rights you may have according local law.

11.4 Both you and we acknowledge and accept, to the maximum extent permissible by applicable law, that no Platform Provider shall be responsible for addressing any claims that you or a third party may have relating to the Unicorn Service package, including, but not limited to: (i) product liability claims; (ii) any claim that the Unicorn Service package fails to conform to any applicable legal or regulatory requirement; (iii) any claims arising under consumer protection or similar legislation; and any claims that the Unicorn Service package infringes the intellectual property rights of a third party.

12. EVENTS OUTSIDE OUR CONTROL
12.1 Nor we, or any of our third party affiliates involved in providing you with Services will be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including but not limited to:

12.1.1 failure of public or private telecommunications networks; or

12.1.2 failure of the crash impact alert function on the Unicorn Service package due to lack of internet connection, failure of any telecommunications networks, or as a result of a serious collision which destroys all or part of the equipment of servers provider or any interconnected system (including your phone) to the extent that the same no longer functions to enable the transmission of information to the relevant impact alert operator;

12.1.3 there is a lack of internet connection, failure of any telecommunications networks, or as a result of a serious collision which destroys all or part of equipment of servers provider or any interconnected system (including your phone) to the extent that the same no longer functions to enable the transmission or receipt of information to/by the relevant impact alert operator;

12.1.4 failure of the Unicorn Service package to deliver the functionality specified in clause 4.3 above due to the lack of internet connection, adverse weather conditions, or as a result of a serious collision which destroys all or the equipment of servers provider, or any interconnected system (including your phone) to the extent that the same no longer functions to enable the transmission or receipt of information, or the failure of any telecommunications network or other analogous event ("Event Outside Our Control").

12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

12.2.1 our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

12.2.2 we will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control.

13. COMMUNICATIONS BETWEEN US AND COMPLAINTS
13.1 If you wish to contact us or to make a complaint, please contact upon the contacts and details of which are set out on the platform website.

13.2 We will do our best to promptly answer your query.

14. GENERAL
14.1 We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.

14.2 You may only transfer your rights or your obligations under these Terms to another person if we agree this with you in writing.

14.3 These Terms are between you and us. No other person shall have any rights to enforce any of these Terms.

14.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

14.5 If we fail to insist that you perform any of your obligations under these Terms or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

14.6 These Terms are governed by English law and you can bring legal proceedings in respect of these Terms in the English courts who will have non-exclusive jurisdiction. If you live in Scotland you can bring legal proceedings in respect of these Terms in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of these Terms in either the Northern Irish or the English courts.

14.7 Notwithstanding clause 14.6, as a consumer you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions, including clause 14.6 affects your rights as a consumer to rely on such mandatory provisions of local law

14.8 You have the right to seek alternative dispute resolution ("ADR"). ADR is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not appy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. For further information concerning what local ADR bodies may exist in your jurisdiction and how they may be able to assist you, please see Annex 1 for details on what ADR bodies we subscribe to.