TWITCHER – SIMPLE RULES OF ENGAGEMENT

1/ A Hummingbird Twitcher finds and nominates great investment opportunities to the Hummingbird team on an occasional basis.

2/ If a Twitcher tip leads to a Hummingbird investment, this Twitcher will be granted a call option on 5% of the initial investment, with a minimum of €10,000 and a maximum of €50,000. All paid for by the Hummingbird team.

3/ At Hummingbird’s expense, active Twitchers will be spoiled rotten in an annual Twitcher Offsite Weekend.

4/ Important: Twitchers commit to work on a non-exclusive basis only. This will not stop the Twitcher in any way to share intro’s, tips and leads to other VCs regarding startups they are involved with. Twitchers operate discretely and will not make public statements on the Twitcher program without prior approval from Hummingbird, but are strongly encouraged to provide full transparency on an individual basis with trusted partners and entrepreneurs if/when they see it fit.

5/ A Twitcher can nominate startups into a dedicated log on our Twitcher portal, but no more than 3 startups per month and no less than 6 per year: the Hummingbird team can ask inactive or tired Twitchers to step down. A nomination is only valid If the Hummingbird team didn’t already have a 2-way conversation with the nominee in the 12 months prior to the nomination. And a nomination is only valid if a first Hummingbird investment follows within 12 months of the first nomination. Finally, a nomination is only valid if not mentioned in an article in TechCrunch, VentureBeat, ProductHunt, or Tech.eu in the month prior to nomination.

6/ Sourcing an amazing opportunity is 1 thing, but getting into a deal is sometimes as hard. So in those cases whereby the Hummingbird team chooses to activate another Twitcher as ambassador to get HV3 into the deal, this ambassador Twitcher will share 25% of the winning nomination.

7/ Bring-a-Twitcher referral program: Every Twitcher who brings in another Twitcher will receive a referral bonus of 20% of the earnings on the first winning nomination of the referred Twitcher.

Please note that due to the high volume of applications and recommendations we receive, we cannot respond individually with detailed feedback to every recommendation. Moreover, please be aware that some deals may take a few months. Hence, if you are curious about the status of your recommendation, please don’t hesitate to contact us. Otherwise, you can rest assured that in case we decide to explore the opportunity further or invest, we will notify you immediately.

You can find our detailed applicable Terms and Conditions below.


TWITCHER – PRIVACY POLICY

Date of last revision: May 25th, 2018

Hummingbird GP NV, registered with the Belgian Crossroads Bank of Enterprises under company number 0664.528.192 and having its registered office at Mechelsesteenweg 271, Box 1.1, B-2018 Antwerp (“Hummingbird”, “we”, “us”) recognizes and understands the importance of the privacy of the Users (as defined below) of its Website (as defined below). All Personal Data (as defined below) collected by Hummingbird of its Users shall be processed in accordance with the applicable privacy legislation, more specifically, the European Regulation 2016/679 on the protection of personal data, together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from such Regulation, as amended or supplemented from time to time (the “Privacy Legislation”). Hummingbird shall solely use the Personal Data of the User for purposes mentioned in this Privacy Policy and we shall not disclose your Personal Data to any Third Parties, unless stated otherwise in this Privacy Policy.

Please read our Privacy Policy, which you can also consult on our website www.twitcher.vc (“Website”), carefully. In this Privacy Policy you can find information on:

  • What Personal Data (as defined below) we collect from you and for which purpose;
  • The measures to safeguard the access to and the security of your Personal Data;
  • Which Third Parties (as defined below) may have access to your Personal Data; and
  • Your rights to access, rectify, and erase your Personal Data and object to the processing of your Personal Data.

This Privacy Policy applies to the relationship between you and Hummingbird. Hummingbird undertakes to process, store and utilize your Personal Data in accordance with this Privacy Policy and the provisions of the applicable Privacy Legislation.

  1. General

All capitalized terms shall have the meaning as set forth in section 2 of this Privacy Policy.

Hummingbird offers Users who have either received an invitation from Hummingbird, or have applied via the form available on the Website, and following approval by Hummingbird, the opportunity to earn money by submitting investment proposals for Hummingbird identifying certain Investment Opportunities. The application shall be approved by Hummingbird in its sole discretion. After approval of the application of a User by Hummingbird, such User shall receive the login details to its Account and shall become a Member of the Twitcher Community.

  1. Definitions

“Account” means your personal account accessible with the login details received from Hummingbird;
“Account Information” means all information provided by the User in its Account;
“Investment Opportunity” means a potential investment opportunity for Hummingbird Ventures III Comm. V., registered with the Belgian Crossroads Bank of Enterprises under company number 0664.772.375 and having its registered office at Mechelsesteenweg 271, Box 1.1, B-2018 Antwerp, the venture capital fund managed by Hummingbird (the “Fund”);
“Member” means a member of the Twitcher Community who may recommend Investment Opportunities on the Website through their Account;
“Personal Data” means any information relating to an identified or identifiable natural person, and more specifically the information as mentioned under section 3;
“Purpose” shall have the meaning as set out in section 4;
“Services” means offering the opportunity to Users to earn money by recommending Investment Opportunities in which the Fund decides to effectively invest in pursuant to and in accordance with the Twitcher Terms of Use;
“Third Parties” means any natural or legal person or entity other than Hummingbird;
“Twitcher Community” means a limited number of Members who have been approved by Hummingbird following their application;
“Twitcher Terms of Use” means the terms of use for the operation and use of the Website;
“Users” or “you” means all users of the Website, including Members; and
“Website” means the website available at www.Twitcher.vc.

  1. Personal Data we collect

 We may collect several types of Personal Data from the Users of our Website, and store it on our servers such as:

  • Contact information (g. your name, postal address, e-mail address);
  • The profile data provided by you on your Account (g. profile picture, professional skills, date of birth, gender, social network profile, and password);
  • The data provided by you on your Account regarding the recommendation an Investment Opportunity (g. contact details of the Investment Opportunity);
  • Information in helpdesk support inquiries;
  • Web behavior information such as information related to how the Users use the Website (g. browser type, domains, page views) collected through cookies and other automated technology (section 7 ‘Cookies’).

We shall solely store your Personal Data on our servers located in the European Economic Area. 

  1. How your Personal Data is processed – Purpose of the processing

 Hummingbird (i) collects, (ii) uses, (iii) maintains and (iv) may share the Personal Data provided by the User or collected by Hummingbird with its affiliates, parent companies or other related companies for all purposes necessary to ensure the proper functioning and operation of the Accounts and/or the proper functioning of the Website. Hummingbird may share Personal Data provided by the User or collected by Hummingbird for all purposes necessary to provide the Services. These purposes may include (collectively the “Purpose”):

  • Creating and managing your Account to use the Website;
  • Providing information and allowing the Users access to the Website and their Account;
  • Diagnosing technical problems and managing technical support and processing inquiries concerning the Website;
  • Investigate proposed Investment Opportunities;
  • Contacting the Investment Opportunities via the contact details as lawfully provided by the Member on its Account;
  • Contacting the Users to (i) send promotional materials or other communications, communicate about, and organize your participation in market research or (ii) obtaining testimonials or other promotional material;
  • Commercializing the Website;
  • Performing data analyses (including anonymization and aggregation of Personal Data) and using and sharing the resulting (statistical) data to Customers for internal purposes;
  • The operation, evaluation and improvement of the Website (including the development of additional products and/or services, enhancing and improving the current Website, analysis of our Website, quality control activities and performing internal business functions such as accounting and auditing);
  • Protecting against, identify and prevent fraud and other unlawful activity, claims and other liabilities;
  • Complying with and enforcing any applicable legal obligations, our Terms of Use and Privacy Policy.

Furthermore, you agree that Hummingbird is free to access, retain, and disclose Personal Data in the following events:

  • In order to be in compliance with any applicable legislation or regulations;
  • If a law enforcement authority or other government official requests so;
  • To enforce the Hummingbird Terms of Use or Privacy Policy;
  • The investigation of any suspected or actual fraudulent or illegal activity; and
  • To protect User’s or Hummingbird’s safety and/or rights.
  1. Security

 Hummingbird shall take appropriate administrative, technical and organizational measures against unauthorized or unlawful processing of any Personal Data or its accidental loss, destruction or damage, access, disclosure or use.
In the event of and following discovery or notification of a breach of the security of the Personal Data, or access by an unauthorized person, Hummingbird is required by law to notify the User if the breach is likely to affect your privacy.

  1. Cookies

When using the Website, Hummingbird may collect certain information by automated means, such as cookies (small text files stored in your browser) and similar technologies, including mobile application identifiers, to improve User’s experience of the Website, increase security, measure use and effectiveness of the Website, identify and resolve issues and marketing purposes. We may also use cookies and other automated means for purposes such as management of the Website and other aspects of the commercialization of our business.

The information we collect in this manner includes IP address, browser characteristics, device characteristics, operating system version, information on actions taken on our Website (such as usage, activity logs and click-throughs), and dates and times of visits. Log data is deleted on a regular basis.

You can control cookies through your browser settings and other tools. You may be able to set your browser to disable, clear, reset or block the use of cookies or similar technologies. Please note, however, that without cookies the Website may not work properly or you may not be able to use all of its features.

Third Parties may also use cookies to collect information about User’s activities on our Website to understand and continue improving the performance of our Website. Please check the relevant Third Party’s website for more information about their use of cookies as they will use cookies in accordance with their own cookies policy, which may differ from our policy.

By continuing to use our Website, you consent to the placement of cookies and other automated means in your browser in accordance with this Privacy Policy.

  1. Disclosure to Third Parties

Other than as set out in this Privacy Policy, Hummingbird shall not sell or otherwise disclose your Personal Data to Third Parties without obtaining your prior explicit consent, unless this is necessary for the Purpose set out in this Privacy Policy or unless we are required to do so by law.

In the event of full or partial merger with, or acquisition of all or part of Hummingbird, Hummingbird may transfer your Personal Data to a Third Party. In such event, Hummingbird shall impose this Third Party to use any Personal Data strictly consistent with this Privacy Policy.

We may also share Personal Data with Third Party cloud providers and service providers who help us to provide, understand, commercialize and improve the Website. We do not authorize these Third Party service providers to use or disclose your Personal Data except as strictly necessary to perform any services under our supervision or to comply with applicable legislation. We seek to provide any such Third Party service provider with only the Personal Data they need to perform their specific function.

In any event, such Third Party service providers shall be obliged to treat your Personal Data in accordance with this Privacy Policy. However, we cannot be held liable for any damages, whether direct or indirect, that may result from the misuse of your Personal Data by such Third Party service providers.

  1. Your rights as Data Subject

We want to guarantee a safe and lawful processing of Persona Data, and we assure you that your Personal Data will be processed in a straightforward and lawful way. This implies that the Personal Data will only be processed for the aforementioned, explicitly states and legal Purpose. Hummingbird furthermore assures that he Personal Data will always be processed in an adequate, relevant and non-extensive manner.

Right for information and access

If you are concerned or have any questions about your Personal Data, and provided you are able to prove your identity, you have the right to request information and/or access to your Personal Data, which Hummingbird holds or processes about you. We will then provide you with information and/or access to the Personal Data that is being processed and on the source of such Personal Data.

Right of rectification and right of erasure

You have the right to request us, free of charge, to correct, erase or block any inaccuracies in your Personal Data if such Personal Data would be incomplete, inaccurate or processed unlawfully.

Please note that you can change your Account Information at any time through the settings on your Account.

You have the right to request us, free of charge, to erase all your Personal Data collected, stored and processed by us, without unreasonable delay.

Right to object to data processing

You may withdraw your consent to the processing of your Personal Data by Hummingbird at any time.

We may solely use your Personal Data to contact you through mail to suggest certain User Tests that might be interesting to you and/or for direct marketing purposes in the event that you have explicitly consented hereto. If you have consented hereto in the past, and you no longer want to receive suggestions and/or direct marketing through mail, you may at any time unsubscribe.

To exercise your abovementioned rights or any other questions concerning this Privacy Policy, please contact us by e-mail at lola@hummingbird.vc or by writing to Hummingbird, Mechelsesteenweg 217, Box 1.1, B-2018 Antwerp, Belgium.

  1. Data retention and deletion

We may retain information regarding you and your use of the Website, including Personal Data, for as long as reasonably needed taking into consideration (i) our need to answer queries and resolve problems, (ii) to provide you with improved and new Services and (iii) to comply with legal requirements under applicable law(s). This also implies that Hummingbird shall be entitled to retain your Personal Data for a period of thirty (30) calendar days following the deletion of your Account. After this period, your Personal Data will be deleted from all the systems within Hummingbird.

Please note that we retain your Personal Data even if you temporarily stop using such Account, until you permanently delete your Account. Up until deletion of the Account, we may retain and continue to use and disclose your Personal Data to Customers. 

  1. Third Party websites or applications

 You acknowledge and agree that certain content or services provided by Third Parties may be made available to you through the Website or your Account. You agree that such linked content or services may have their own privacy policies for which Hummingbird cannot be held responsible. Hummingbird does not in any way review or endorse the privacy practices of such Third Parties.

  1. Updates or changes to our Privacy Policy

Occasionally, we may change or update this Privacy Policy to allow us to use or share your previously collected Personal Data for other purposes. If Hummingbird would use your Personal Data in a manner materially different from that stated at the time of the collection, we will provide you with a notice on our Website indicating that the Privacy Policy has been changed or updated and request you to agree with the updated or changed Privacy Policy.

Controller:

Hummingbird GP NV
Mechelsesteenweg 271, Box 1.1
B-2018 Antwerp
lola@hummingbird.vc


TWITCHER – TERMS OF USE

Date of last revision: 28 September 2017

Please read these Terms of Use carefully before using the Website. By clicking the “I agree” button, you acknowledge and agree that your use of the Website is exclusively governed by these Terms of Use. If you do not agree to any provisions of these Terms of Use, you may not use in any manner the Website, nor shall you be entitled to derive any rights therefrom.

These terms of use (the “Terms of Use”) describe the terms and conditions under which Users (as defined below) can use the Website.

I. GENERAL

The Website is operated and managed by Hummingbird GP NV, registered with the Belgian Crossroads Bank of Enterprises under company number 00664.528.192 and having its registered office at Mechelsesteenweg 271, Box 1.1, B-2018 Antwerp, Belgium (hereinafter: “Hummingbird” or “we”). If you have any questions about the Website or these Terms of Use, please contact us at dominik@hummingbird.vc.

We reserve the right at any time, and from time to time, with or without cause to (i) unilaterally amend these Terms of Use; (ii) change the Website, including eliminating or discontinuing, temporarily or permanently any service or other feature of the Website without any liability against the Users or any third parties; and (iii) deny or terminate, in part, temporarily or permanently, your use of and/or access to your Account as set forth herein. Any such amendments or changes made will be effective immediately upon us making such changes available on the Website or otherwise providing notice thereof. You agree that your continued use of the Website or your Account after such changes constitutes your acceptance of such changes.All capitalized terms will have the meaning as set forth in Annex 1 to these Terms of Use.

1. Description of the Website.
Hummingbird offers Users who have either received an invitation from Hummingbird, or have applied via the form available on www.twitcher.vc (the “Website”), and in both cases following approval of their Application (as defined hereafter) by Hummingbird and becoming a Member (as defined hereafter), can have the opportunity to potentially earn money by submitting investment proposals to Hummingbird in respect of certain Investment Opportunities (as defined hereafter). The Application of a User to become a Member shall be approved by Hummingbird at its sole discretion. After approval of the Application of a User by Hummingbird, such User shall receive the login details to its Account and shall become a Member of the Twitcher Community.

2. Use of the Account
You shall be solely responsible for maintaining the confidentiality and security of your Account login information such as your password (“Account Information”) and you shall be fully responsible for all activities that occur under your Account. You agree to immediately notify Hummingbird of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Hummingbird will not be liable for any loss or damage arising from your failure to comply with the requirements set out in these Terms of Use.

3. Support
In case you need technical support, you can contact us at dominik@hummingbird.vc.

II. MEMBERSHIP, INVESTMENT OPPORTUNITIES & REWARDS

4. Role of a Member
4.1. Subject to the restrictions and limitations set forth in these Terms of Use, Members shall be authorized to (i) introduce Investment Opportunities to Hummingbird, and (ii) act as ‘ambassadors’ (in such case, an “Ambassador”) for Hummingbird to facilitate an Effective Investment by the Fund when expressly appointed by Hummingbird in accordance with Section 6.

4.2.You are not authorized to act as agent for Hummingbird or the Fund, nor to bind Hummingbird or the Fund. You are and shall be an independent contractor and not an employee, agent, representative, affiliate, partner or joint venturer of Hummingbird or the Fund and you shall not hold yourself out as such and shall not make any assertion that could lead the person or company being the subject matter of an Investment Opportunity to believe that you are an employee, agent, representative, affiliate, partner or joint venturer of Hummingbird or the Fund.

4.3. Notwithstanding the previous paragraph, you will disclose to the company which forms the subject of any Approved Opportunity that (i) you have been admitted as a Member who is authorized to introduce Investment Opportunities to Hummingbird and can be entitled to receive a Reward in connection therewith in the event the Fund completes an Effective Investment, and/or, insofar applicable, (ii) you are in your capacity as a Member appointed by Hummingbird as an Ambassador to facilitate a possible Effective Investment by the Fund.

4.4. In no event shall you perform any act in connection with this Agreement, which (i) would require you to be registered as an investment advisor or broker-dealer under applicable securities laws, or (ii) is in violation of any applicable securities laws.

5. Recommendations of Investment Opportunities
5.1. A User can make an Application on the Website to become a Member, the approval of such Application remaining at the sole discretion of Hummingbird. In the event that such Application is approved by Hummingbird and such relevant User becomes a Member, such Member commits itself to recommend at least six (6) Investment Opportunities per year, with a maximum of three (3) Investment Opportunities per month (the “Proposal Rate”).

5.2. In the event that a Member of the Twitcher Community submits an Eligible Investment Opportunity, Hummingbird shall, at its sole discretion, investigate whether to pursue this proposition further. In the event Hummingbird, at its sole discretion, decides to pursue a proposed Eligible Investment Opportunity, it shall inform the relevant Member thereof (the “Approved Opportunity”) by e-mail. This approval does not imply any commitment by Hummingbird to effectively invest in the Approved Opportunity.

5.3. Hummingbird reserves the right to terminate or deactivate any Account at any time, including but not limited to the Account of a Member violating the minimum or maximum Proposal Rate. Such termination or deactivation will not impart any present or future entitlement of the Member to a Reward in respect of an Approved Opportunity under the terms and conditions set forth in these Terms of Use.

6. Ambassadors
6.1. Hummingbird may appoint, at its sole discretion, a Member to act as an Ambassador for Hummingbird to facilitate a specific possible Effective Investment by the Fund. Hummingbird shall contact the relevant Member by e-mail, allowing such Member to accept or decline the appointment as Ambassador throught its Account on the Website.

6.2. When deemed necessary by Hummingbird, and insofar applicable, the appointed Ambassador and the relevant Member which submitted the Approved Opportunity in accordance with section 5.2. shall cooperate in good faith. Hummingbird reserves the right to terminate a Members’ Ambassadors’ mandate under this section 6 at any given time, at its sole discretion.

7. Rewards
7.1. Subject to the provisions of section 7.2, in the event that (i) an Eligible Investment Opportunity is submitted through the Website by a Member, (ii) was approved by Hummingbird after its submission in accordance with section 5, and (ii) the Fund effectively invests in the Approved Opportunity within twelve (12) months after submission by the relevant Member (the “Investment Window”) in accordance with article 5 (the “Effective Investment”), the Member shall be entitled to a reward (the “Reward”) equal to a value corresponding to five percent (5%) of the Invested Amount (the “Reward Amount”), whereby the Reward Amount per Effective Investment shall be capped at a value corresponding to EUR 50.000,00, and shall never be lower than a value corresponding to EUR 10.000,00.

7.2. In the event that (i) section 7.1 is applicable, and (ii) Hummingbird appointed another Member as an Ambassador in accordance with section 6 of these Terms of Use, the Reward for such relevant Effective Investment as determined in accordance with section 7.1 shall be shared by the relevant Member and the Ambassador in the following proportions: (i) seventy-five percent (75%) of the Reward Amount shall be attributed to the relevant Member and (ii) twenty-five percent (25%) of the Reward Ammount shall be attributed to the Ambassador.

7.3. A Member, or, insofar applicable, an Ambassador, shall receive its Reward by granting the Member, or, insofar applicable, the Ambassador, the corresponding value of the Reward Amount, directly or indirectly, at Hummingbird’s sole discretion, through the delivery of Securities in the Effective Investment at identical terms and conditions of the Effective Investment by the Fund. Any delivery of Securities shall be on a gross basis for Hummingbird, i.e. all VAT, taxes, contributions and compensation for any and all other expenses made to deliver the Securities in the Effective Investment to the relevant Member, or, insofar applicable, Ambassador, shall be borne by the relevant Member, or, insofar applicable, Ambassador, who shall be solely liable for and undertake to pay any income or other taxes, social security contributions, penalties or interest due in connection with the receipt of the Reward Amount through delivery of Securities in the Effective Investment.

7.4. No Member or Ambassador shall be entitled to a Reward in the event that: (i) Hummingbird decides to invest in a Non-Eligible Investment Opportunity; or (ii) Hummingbird decides to invest in an Eligible Investment Opportunity after expiration of the Investment Window.

7.5. Any receipt of the Reward under the form of Securities in the Effective Investment must comply with the provisions of any applicable securities laws or regulations, including without limitation, public offering, registration or other requirements.

7.6. Hummingbird or the company in which an Effective Investment is made may, in its sole discretion, postpone the issuance or delivery of a Reward Amount, including but not limited to a Reward Amount payable under the form of Securities in the Effective Investment as may be necessary to achieve compliance with the provisions of any applicable securities laws or regulations, including without limitation, the public offering, registration or other requirements in respect of an Approved Opportunity and/or the earning and/or payment of the Reward Amount.

7.7. You understand that Securities in the Effective Investment which are issued or delivered as a Reward are characterized as “restricted securities” under applicable securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the “Act”) or any other applicable securities laws, only in certain limited circumstances.

7.8. You understand that Securities in the Effective Investment which are issued or delivered as a Reward have not been and will not be registered under the Act and have not been and will not be registered or qualified in any country in which they are offered, and thus you will not be able to resell or otherwise transfer Securities in the Effective Investment which are issued or delivered as a Reward unless they are registered under the Act and registered or qualified under applicable securities laws, or an exemption from such registration or qualification is available.

7.9. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SECURITIES IN THE EFFECTIVE INVESTMENT WHICH ARE ISSUED OR DELIVERED AS A REWARD INVOLVE AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT.

7.10. Pursuant to applicable laws, Hummingbird or the company in which an Effective Investment is made may be required to collect income or other taxes, social security contributions, penalties or interest, upon the receipt of the Reward Amount under the form of Securities in an Effective Investment. Hummingbird may require, as a condition to the distribution of the Reward Amount under the form of Securities in an Effective Investment, or at such other time as it may consider appropriate, that you pay Hummingbird or any Third Party as directed by Hummingbird the amount of any taxes, social security contributions, penalties or interest which Hummingbird or the company in which an Effective Investment is made may determine is required to be withheld or collected, and you shall comply with such requirement. In its sole discretion, Hummingbird or the company in which an Effective Investment is made may withhold the distribution of the Reward Amount under the form of Securities in an Effective Investment or any portion thereof if it deems this an appropriate method for withholding or collecting taxes, social security contributions, penalties or interest.

III. INTELLECTUAL PROPERTY RIGHTS

8. Intellectual Property Rights
8.1. All intellectual property rights related to the content and Services we make available to you through our Website shall be exclusively owned by Hummingbird. You shall be granted a worldwide, non-exclusive, personal, restricted, non-sublicensable and non-transferable license to use the Website in accordance with these Terms of Use (the “License”). You are not allowed to use the Website or your Account for any commercial purposes or to use the Website or your Account in a manner not authorised by Hummingbird. You shall use the Website and your Account solely in full compliance with (i) these Terms of Use; (ii) any additional instructions or policies issued by Hummingbird, including, but not limited to, those posted within the Website; and (iii) any applicable legislation, rules or regulations.

8.2. You agree to use the Website and your Account only for its intended use as set forth in these Terms of Use. Within the limits of the applicable law, you are not permitted to (i) gain unauthorized access to accounts of other Users; (ii) use the Website or your Account to conduct or promote any illegal activities; (iii) use the Website or your Account to generate unsolicited email advertisements or spam; (iv) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (v) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Website; (vi) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use your Account for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or in any manner circumvent any technical or other protective measures on the Website.

8.3. All information, data, texts and images uploaded on the Website or your Account, including Personal Data (“Data”) remain the exclusive property of the User. You grant Hummingbird a non-exclusive, royalty-free, worldwide, sublicensable and transferable license to use, copy, store, modify, transmit and display such Data to the extent necessary to provide and maintain the Website and execute the Services in accordance with the conditions of the Terms of Use and Privacy Policy.

8.4. Hummingbird reserves the right, but is not obliged, without the approval or permission of the User and at any time, to review and remove any Data which is deemed to be in violation with the provisions of the Terms of Use, Privacy Policy, any rights of Third Parties or any applicable legislation or regulation.

IV. REPRESENTATIONS AND WARRANTIES BY HUMMINGBIRD AND THE MEMBER

9. Liability Hummingbird
9.1. To the extent legally permitted under applicable law, you agree that no Hummingbird Indemnified Party (as defined hereafter) will have any liability (whether direct or indirect, in contract, tort or otherwise) to you or any person asserting claims on your behalf or any other person arising out of or in connection with any transactions contemplated by these Terms or Use or the engagement of or performance of services by you hereunder, except to the extent that such Hummingbird Indemnified Party is found in a final non-appealable judgment by a court of competent jurisdiction to have committed fraud, gross negligence or wilful misconduct.

9.2. Without prejudice to the provisions set forth in Section 9.3, under no event shall the Hummingbird Indemnified Parties be liable to the User or any Third Party, for any special, indirect, direct, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production of use, procurement of substitute services, or property damage arising out of or in connection with the use of the Website or your Account under these Terms of Use, including but not limited to the use, misuse, or inability to use the Website, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Hummingbird has been notified of the likelihood of such damages.

9.3. To the maximum extent permitted under applicable law, Hummingbird’s total liability arising out of or in connection with the use of the Website or Account, whether in contract, warranty, tort or otherwise, shall in no event exceed an amount equal to 500 EUR.

9.4. Hummingbird shall not be liable for any unauthorized use of the Website or your Account.

9.5. Even though Hummingbird shall reasonably take all technical measures necessary to ensure the good functioning of the Website, Hummingbird may not be held liable in the event that any loss of Data would occur. The User is responsible to regularly take the necessary back-ups of the Data, if any.

10. Warranties and disclaimers
10.1. Hummingbird does not make any, whether explicit or implicit, warranties regarding the availability of the Website.

10.2. Use of the Website, the Services and the Account is at your risk only, and everything provided on the Website is provided “as is”. Hummingbird makes no (and hereby disclaims all) other warranties, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, suitability, availability, title, non-infringement or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the Website, the Services and your Account or any other products or services provided to the User by Hummingbird. Hummingbird does not warrant that all errors can be corrected, or that access to or operation of the Website or your Account shall be uninterrupted, secure, or error-free. The User acknowledges and agrees that there are risks inherent to transmitting information over and storing information on the internet and that Hummingbird is not responsible and cannot be held liable for any losses of your Data.

10.3. You represent and warrant to Hummingbird that any Data provided by you is accurate and truthful and shall not (i) infringe any intellectual property rights of Third Parties, (ii) be deceptive, defamatory, obscene, pornographic or unlawful; (iii) contain any viruses, worms or other malicious computer programming codes intended to damage Hummingbird’s system or data; or (iv) otherwise violate the rights of a Third Party. The User acknowledges and agrees that Hummingbird is not obligated to back up any information stored on your Account. You agree that any use of the Website, the Services or your Account contrary to or in violation of these representations and warranties shall constitute unauthorized and improper use of the Website, the Services or your Account for which Hummingbird cannot be held liable.

11. Undertakings, Representations and Warranties by a Member
11.1. You understand and agree that Hummingbird and the Fund rely on your undertakings, representations, warranties, acknowledgements and confirmations set out in these Terms of which are given by you on a continuing basis. If at any time during you being a Member you are no longer in compliance with any of your undertakings, representations, warranties, acknowledgements and confirmations contained herein, you shall promptly be deemed to have been removed as a Member, and Hummingbird shall be entitled insofar as it determines appropriate, and is hereby also irrevocably authorised in your name and on your behalf as your lawful attorney, to immediately terminate you being a Member and any of the rights you might derive under these Terms of Use.

11.2. You agree to indemnify and hold harmless Hummingbird, the Fund and affiliates and each of their respective present and former directors, officers, employees, agents and controlling persons (each such person, including Hummingbird and the Fund, a “Hummingbird Indemnified Party”) to the fullest extent permitted by law from and against any losses, claims, damages and liabilities, joint or several (individually and collectively, the “Damages”), to which such Hummingbird Indemnified Party may become subject in connection with or otherwise relating to or arising from (i) your actions or omissions to act, or the engagement of, or performance of services by you, to a Hummingbird Indemnified Party, (ii) non-compliance with any of your undertakings, representations, warranties, acknowledgements and confirmations contained herein, or (iii) an untrue statement or an alleged untrue statement of a material fact or the omission or alleged omission to state a material fact necessary in order to make a statement not misleading in light of the circumstances under which it was made.

11.3. If for any reason other than in accordance with these Terms of Use, the foregoing indemnity is unavailable to a Hummingbird Indemnified Party or insufficient to hold a Hummingbird Indemnified Party harmless, then you will contribute to the amount paid or payable by a Hummingbird Indemnified Party as a result of such Damages (including all Expenses incurred).

12. Suspension for breach
If Hummingbird becomes aware of or suspects, in its sole discretion, any violation by you of these Terms of Use, or any other instructions, guidelines or policies issued by Hummingbird, then Hummingbird may suspend or limit your access to your Account. Hummingbird may decide at its sole discretion to remove such suspension or limitation of access after you have cured the breach which caused such suspension or limitation.

V. MISCELLANEOUS

13. Third Parties
In the event the Website uses services of Third Parties, the terms of service and/or privacy policies of those Third Parties may apply. You shall be notified if and when such Third Party terms of services and/or privacy policies are applicable. By accessing such Third Party service, you agree to comply with the applicable terms and you acknowledge that you are the sole party to such terms. Hummingbird cannot be held liable in any way with regard to the content of such Third Parties’ terms or privacy policy, nor for the compliance thereof.

14. Privacy statement
Hummingbird recognizes and understands the importance of your privacy and wants to respect your desire to store and access Personal Data in a private and secure environment. Hummingbird shall collect and process all Personal Data in accordance with its Privacy Policy, which can be found on the Website.

15. Miscellaneous
15.1. Governing law and jurisdiction. These Terms of Use shall be exclusively governed by and construed in accordance with the laws of Belgium, without giving effect to any of its conflict of law principles or rules. The courts and tribunals of Antwerp, section Antwerp shall have sole jurisdiction should any dispute arise relating to these Terms of Use.

15.2. Contact Details. Questions, comments and requests regarding these Terms of Use should be addressed to Hummingbird GP NV, Mechelsesteenweg 271, Box 1.1, B-2018 Antwerp, or dominik@hummingbird.vc.

ANNEX 1 – DEFINITIONS

– “Account Information” shall have the meaning as set out in section 3;
– “Account” means your personal account accessible with the login details received from Hummingbird after becoming a Member following a duly completed and approved Application on the Website;
– “Application” means the application by a visitor on the Website to become a Member of the Twitcher Community;
– “Approved Opportunity” means any Eligible Investment Opportunity recommended by a Member and approved by Hummingbird in its sole discretion;
– “Damages” shall have the meaning as set out in section 4.6;
– “Data” shall have the meaning as set out in section 8.3;
– “Effective Investment” shall have the meaning as set out in section 6.1;
– “Eligible Investment Opportunity” means an Investment Opportunity proposed by a Member that is not a Non-Eligible Investment Opportunity, and therefore may give rise to a Reward under the conditions as set out in these Terms of Use;
– “Expenses” shall have the meaning as set out in section 4.6;
– “Hummingbird Indemnified Party” shall have the meaning as set out in section 4.6;
– “Invested Amount” means the amount invested by the Fund pursuant to the recommendation of an Eligible Investment Opportunity by the Member in respect of the relevant Effective Investment. The Investment Amount considered for the purposes of these Terms of Use shall consist of either: (i) the cash amount invested by the Fund as an initial investment in return of Securities issued in connection with an Effective Investment; or (ii) the principal amount advanced by the Fund as an initial investment pursuant to a convertible equity advance in connection with an Effective Investment.
– “Investment Opportunity” means a potential investment opportunity for Hummingbird Ventures III Comm. V., registered with the Belgian Crossroads Bank of Enterprises under company number 0664.772.375 and having its registered office at Mechelsesteenweg 271, Box 1.1, B-2018 Antwerp, the venture capital fund managed by Hummingbird (the “Fund”) as submitted by a Member through its Account on the Website;
– “Investment Window” shall have the meaning as set out in section 6.1;
– “License” shall have the meaning as set out in section 8.1;
– “Member” means an approved member of the Twitcher Community after his Application, who can recommend Investment Opportunities on the Website through its Account as set out in detail in section 5;
– “Non-Eligible Investment Opportunity” means an Investment Opportunity for the Fund proposed by a Member which has already been either (i) researched, (ii) invested in, (iii) passed on, or (iv) contacted by Hummingbird, or which has been (v) previously recommended by another Member;
– “Personal Data” means any information relating to an identified or identifiable natural person, and more specifically the information as mentioned in the Privacy Policy;
– “Proceedings” shall have the meaning as set out in section 4.6;
– “Proposal Rate” shall have the meaning as set out in section 5.2;
– “Reward Amount” shall have the meaning as set out in section 6.1;
– “Reward” means, under the terms and conditions of these Terms of Use, the fee for the recommendation of an Investment Opportunity which has resulted in an Effective Investment by the Fund within the Investment Window;
– “Securities” means collectively, shares, warrants or any other securities convertible into, or exchangeable, or exercisable for any shares, profit certificates, or any rights to subscribe for or to purchase or any options or warrants for the purchase of, or any agreements (oral or written) providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any shares in an Effective Investment or any stock or securities convertible into or exchangeable or exercisable for any such shares of an Effective Investment;
– “Services” means offering the opportunity to Members to earn a Reward by recommending Investment Opportunities in which the Fund can make an Effective Investment;
– “Third Parties” means any natural or legal person or entity other than Hummingbird or the Fund;
– “Twitcher Community” means a limited number of Members who have been approved by Hummingbird following their Application on the Website, the total number of which shall be determined at Hummingbird’s sole discretion;
– “Users” or “you” means all users of the Website, including Members; and
– “Website” shall have the meaning as set out in section 1.


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If you have any questions about these Terms, please contact us.