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.
Date of last revision: May 25th, 2018
- 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.
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.
“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;
“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;
“Users” or “you” means all users of the Website, including Members; and
“Website” means the website available at www.Twitcher.vc.
- 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.
- 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;
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;
- The investigation of any suspected or actual fraudulent or illegal activity; and
- To protect User’s or Hummingbird’s safety and/or rights.
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.
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.
- Disclosure to Third Parties
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.
- 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.
- 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.
- 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.
Hummingbird GP NV
Mechelsesteenweg 271, Box 1.1
Date of last revision: 28 September 2017
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
In case you need technical support, you can contact us at firstname.lastname@example.org.
II. MEMBERSHIP, INVESTMENT OPPORTUNITIES & REWARDS
4. Role of a Member
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.
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.
7.1. 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.
7.3. 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
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.
9.3. 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
11.2. 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.
12. Suspension for breach
13. Third Parties
14. Privacy statement
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;
– “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;
– “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;
– “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;
– “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.
If you have any questions about these Terms, please contact us.