AGREEMENT

WHO ARE WE?

Opportunity Network International UK Ltd., a private limited company incorporated on April 24, 2015, under the laws of the United Kingdom, with registered office address at 20 Old Bailey, London, United Kingdom, EC4M 7EG, filled with the Companies House under number 09559477.

AGREEMENT

By visiting our webpages and/or using our Services, You, the User in the name and on behalf of the Member accept the provisions set forth in the Membership and Payment Terms, the Terms of the Service and the Privacy Policy, which have been or will be made available to You prior to the registration and which You will be able to access via the settings menu of Your account. Altogether, said documents (the provisions of which are hereby incorporated by reference) form a binding contract (“Agreement”) between Us and each Member and govern the use of the Service by each Member’s Users. If You do not accept the Agreement (including any amendment that we make to any part thereof from time to time), You should immediately terminate the Agreement by giving us written notice and You should immediately cease and ensure that Your Users immediately cease to use the Service. Your continued use of the Service following the notification will constitute Your acceptance of the additions or changes. The Agreement shall become effective on the date of acceptance by the relevant User. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

DEFINITIONS

The terms with capital letters provided hereunder shall have the following meaning:

“Activation Fee”, if applicable, means a one-time fee payable by a Member for the optional initial 30-day activation of the Service (“Activation Period”).

“Agreement” means the Terms of the Membership, the Payment Terms, the Terms of the Service, and the Privacy Policy, jointly, available on www.opportunitynetwork.com.

“Cookie” means a small text file containing a string of alphanumeric characters which is used for record-keeping purposes.

“IP Address” means a number that is automatically assigned to the User’s and/or to the Member of the Opportunity Network’s computer by his/her Internet service provider whenever he/she is on the Internet.

“Limited Access Service”, if applicable, means the services supplied by Opportunity Network to the Member of the Opportunity Network until the Member has completed the Verification Process and submitted a duly completed Bank Verification Form. In particular, the Limited Access Service provides the Member with an access to anonymized high-level descriptions of the Opportunities available on the Opportunity Network Platform, without the right to connect to Opportunities or post Opportunities.

“MAC” or “Minimum Access Criteria” means the mandatory minimum access criteria for Members to access the Opportunity Network Platform.

“Member of the Opportunity Network” or “Member” means a Potential Member, represented by the User, who complies with the Minimum Acceptance Criteria of the Service and has fulfilled the registration procedure and has been accepted by Opportunity Network, and who can therefore participate in, and uses the Service of the Opportunity Network.

“Membership” means the subscription of a Member to the Service.

“Membership Fee” means the means the Membership Fee payable by the Member for the use of the Service for each Membership cycle after the conclusion of the Activation Period, if applicable.

“Membership Period” means the period following the date of the registration on the Platform, defined in your specific Terms of the Membership, and/or each such period following the first Membership renewal date.

“Opportunity” means the global business opportunities submitted by a Member of the Opportunity Network through the Service.

“Opportunity Network” or “Us” means one of the companies listed in paragraph “Who are we?”

“Personal Data or Personal Information’’ means any information relating to an identified or identifiable natural person (data subject) such as name, address, e-mail, as well as other non-public information that is associated with this Personal Data.

“Potential Member of Opportunity Network” or “Potential Member” means any potential member complying with Minimum Eligibility Criteria interested in the Membership on the Opportunity Network platform.

“Privacy Policy” means the privacy policy adopted by Opportunity Network. Opportunity Network is entitled to periodically modify the Privacy Policy. The Member and the User shall periodically check the Privacy Policy in order to verify if any modification occurred.

“Processing’’ is any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Service” or “Platform” means the services supplied by Opportunity Network to the Member of the Opportunity Network through the Service. Opportunity Network may render services to the Member of the Opportunity Network provided by or subcontracted to affiliates or other entities of the Opportunity Network group (i.e. Opportunity Network Spain, S.L.), or by third parties. In particular, the Service consists in a platform for the Members of the Opportunity Network to share and respond to global business opportunities.

“Trusted Partner”, if applicable, means a bank or other entity selected by Opportunity Network or a Member of the Opportunity Network that invites prospective members to become a Member and use the Service.

“User” or “You” means the person acting as representative of the Member of the Opportunity Network who accepts the Agreement and uses the Service on behalf of the Member.

MEMBERSHIP AND PAYMENT TERMS

The Membership and Payment Terms will be provided to you at the moment when You are registering for the Service.

TERMS OF THE SERVICE

1. Acceptable Use

The Service is designed to provide a platform for You, as a Member of the Opportunity Network, to share and respond to global business opportunities. As a Member of the Opportunity Network, Your participation in the Service and Your contribution, use and disclosure of materials through the Service is subject to this Agreement. No other use of the Service is intended or allowed.

2. Opportunities

As a Member of the Opportunity Network You will have the ability to submit global business Opportunities soliciting the participation of other Members of the Opportunity Network. As a Member of the Opportunity Network, Your Opportunities will be made available on the Service, and the other Members of the Opportunity Network may respond to You via the Service. You may also consider and, in your sole discretion, seek to participate in Opportunities posted by other Members.

3. Conduct Rules

As a Member of the Opportunity Network, You may not respond to Opportunities submitted by another Member of the Opportunity Network in any manner or for any purpose other than that which is permitted by these Terms of the Service and the Agreement.

Communications via the platform that constitute advertising or marketing are prohibited. As a Member of the Opportunity Network, You may not send (or encourage or help others to send) unsolicited commercial email to our Members of the Opportunity Network.

As a User and a Member of the Opportunity Network You may only post or connect to business opportunities on behalf of the Member and about business concerning the Member company only.

As a Member of the Opportunity Network, You may not delete or revise any material contributed by any other person or entity.

Any conduct by a Member of the Opportunity Network that in our sole discretion restricts or inhibits any other Member of the Opportunity Network from using or enjoying the Service is prohibited.

As a Member of the Opportunity Network, You are strictly prohibited from the use of the Service for any purpose that violates any law applicable to You or the business You conduct through the Service including, without limitation, competition and anti-trust laws, employment and anti-discrimination laws, anti-corruption laws, anti-money laundering and trafficking laws, and securities regulation laws, such as laws prohibiting insider trading.

Furthermore, as a Member of the Opportunity Network, You understand and agree that opportunities concerning, but not limited to, firearms and weapons, counterfeit currency, stamps, currencies, credit cards, illegal drugs, nuclear energy, offensive material (ethnically, sexually or racially offensive material), embargoed goods and prohibited countries (please consult the information provided below, which shall be a guidance but not exhaustive, and You are encouraged to consult with experts from Your geography), are prohibited and shall not be posted on the platform, and will not, in any case, be approved for live posting by Opportunity Network.

https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx

http://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32016R1675&from=EN

4. Access Rules

Subject to the User’s and/or Member of the Opportunity Network’s compliance with these Terms of the Service and the Agreement, Opportunity Network hereby grants the permission to use the Service, provided that: (aa) the User’s and/or Member of the Opportunity Network’s use of the Service as permitted is solely for business to business use, and the User and/or the Member of the Opportunity Network are not permitted to resell or charge others for use of or access to the Service, or use the Service in any other manner inconsistent with these Terms of the Service and the Agreement; (bb) the User and/or the Member of the Opportunity Network will not duplicate, transfer, give access to, copy or distribute any part of the Service in any way without Opportunity Network’s prior written authorization; (cc) the User will use the Service solely for and on behalf of the Member, never for other companies; and (dd) the User and/or the Member of the Opportunity Network will not attempt to reverse engineer, alter, scrape or modify any part of the Service.

5. Submission Rules

Any materials You, as a Member of the Opportunity Network, submit concerning Opportunities may not contain: (aa) URLs or links to websites that compete with Opportunity Network; (bb) copyrighted material (unless You own the copyright or have the owner’s permission to submit the copyrighted material or otherwise have the right to submit them); (cc) trade secrets (unless You own them or have the owner’s permission to submit them or otherwise have the right to submit them); (dd) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (ee) anything that is sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; (ff) anything that is embarrassing or offensive to another person or entity; or (gg) Your direct contact information.

As a Member of Opportunity Network, You acknowledge that You shall not post any opportunity related to:

  1. Counterfeit currency and stamps
  2. Credit cards
  3. Publicly traded securities, publicly traded financial or investment products
  4. Firearms, weapons and ammunition. The category "Firearms, weapons and ammunition shall not include those that have the exclusive purpose of collecting, exhibition, hunting, and sport shooting
  5. Buying or selling currency (fiat and crypto)
  6. Controlled drugs and drug paraphernalia
  7. Controlled chemicals
  8. Prohibited/sanctioned countries
  9. Prohibited/sanctioned organizations and individuals
  10. Goods, materials and substances which are subject to sanctions, embargoes, or other prohibition
  11. Offensive material – e.g. include ethnically, sexually or racially offensive material
  12. Weapons of mass destruction, and missiles capable of delivering such weapons
  13. Nuclear, chemical or biological weapons • Radioactive or hazardous substances
  14. Endangered animal or plant species.

As a Member of the Opportunity Network, You may not use Your submission of Opportunities to: (aa) impersonate another person, living or dead; (bb) disseminate false, inaccurate or misleading information; (cc) promote chain letters or pyramid schemes; or (dd) violate any law or regulation, or encourage others to violate any law or regulation.

Materials from any third party charging a fee are not permitted.

We are under no obligation to monitor the materials submitted by a Member of the Opportunity Network, but we may do so at our sole discretion. At any time, we may take any action with regard to the materials submitted by a Member of the Opportunity Network that we deem in our sole discretion to be necessary or appropriate.

6. Security Rules

Users and/or Members of the Opportunity Network are prohibited from violating or attempting to violate the security of the Service, including without limitation: (aa) accessing data not intended for such Member of the Opportunity Network or logging into a server or account that the Member of the Opportunity Network is not authorized to access; (bb) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (cc) attempting to interfere with service to any user, host or network including, without limitation, by means of submitting materials like malicious software code, overloading, “flooding”, “mail bombing” or “crashing”; (dd) sending unsolicited e-mail, including promotions and/or advertising and/or marketing of products or services; or (ee) forging any TCP/IP packet header or any part of the header information by any e-mail or submission (collectively, the “Security Rules”).

Violation of these Security Rules may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users and/or Members of the Opportunity Network who are involved in such violations.

7. Responsibility

The use of the Service is a privilege. As a Member of the Opportunity Network, You agree that You are solely responsible for Your conduct and use of the Service, and that of Your Users, and any consequences resulting from Your or their use of the Service.

The use of the Service is a privilege. As a Member of the Opportunity Network, You agree that You are solely responsible for Your conduct and use of the Service, and that of Your Users, and any consequences resulting from Your or their use of the Service.

We act as a service provider for Members of the Opportunity Network to publicize Opportunities. We do not undertake responsibility for screening or monitoring Opportunities. If You, as a Member of the Opportunity Network, respond to any Opportunity or enter into any transaction, agreement, contract, arrangement, partnership, collaboration, investment or other dealing arising out of or in any way related to any Opportunity with another Member of the Opportunity Network based on an Opportunity (“Transaction”), You agree that You are solely responsible for the consequences of such Transaction. We make no recommendation that You, as a Member of the Opportunity Network, should participate in Opportunities, either generally or with regard to any particular Opportunity, and we make no representation that Your participation in any Opportunity will be beneficial to You. As a Member of the Opportunity Network, You agree to perform Your own due diligence on each Opportunity, the other parties involved, and other relevant considerations such as identifying the source of funds, before entering into any Transaction based on the Opportunity.

Although we endeavor to extend membership in the Service only to legitimate individual and companies, we do not perform any background verification on Members of the Opportunity Network. We assume no responsibility for the actions, conduct or omissions of our Members of the Opportunity Network. As a Member of the Opportunity Network, You agree to perform Your own due diligence on any Member of the Opportunity Network with whom You decide to do business, before entering into any Transaction.

We are under no obligation to monitor the conduct of our Member of the Opportunity Network, but we may investigate and respond when violations are reported. As a Member of the Opportunity Network, You may report inappropriate materials contributed by others or conduct to abuse@opportunitynetwork.com We are not required to make any such investigation, and we will not be liable to any User and/or Member of the Opportunity Network for taking or not taking any action.

8. Service Suspension

Opportunity Network reserves the right to temporarily or definitely suspend a Member if the Member was breaching these Terms of the Service or the Agreement.

9. Our Intellectual Property Rights Reserved

Except as expressly stated in this Agreement, and except for the submission of Opportunities shared by the Members of the Opportunity Network, we reserve all our rights to all materials on the Service including, without limitation, written content, graphical and design elements (including the Service’s “look and feel”), and service marks and trademarks. As a Member of the Opportunity Network, You may not sell, transfer or assign any products or services or Your rights to any products or services provided by Opportunity Network to any third party without our express written authorization. As a Member of the Opportunity Network, You may not copy, modify, scrape, alter, or excerpt (or encourage or help others to copy, modify, alter, or excerpt) the Service materials. As a Member of the Opportunity Network, You may not use (or encourage or help others to use) the Service for any purpose or in any manner that is prohibited by the Agreement or by applicable law or regulation. As a Member of the Opportunity Network, You acknowledge and agree that this Agreement does not convey in any way any right, title or interest to You, or alter Your right, title or interest in any materials on the Service including, without limitation, any statutory or common law copyright, patent or other intellectual property right in such materials.

10. Non-disclosure of Opportunities

The Opportunities contributed by the Members of the Opportunity Network remain the property of those who contribute them. As a Member of the Opportunity Network, You must not share the Opportunities with any other individual or entity. As a Member of the Opportunity Network, You must not use, and must not allow anyone else to use, the Opportunities for any purpose at all, except to respond to the Opportunities through the Service.

11. Disclaimer

We use commercially reasonable efforts to keep the Service available twenty-four hours a day, seven days a week, subject to scheduled downtime for maintenance purposes. We attempt to schedule downtime at times that minimize the impact to the Members of the Opportunity Network. Due to causes outside of our control, including conditions on the Internet and the services of our and Your Internet service providers, we can make no guarantees that any the Member of the Opportunity Network will be able to access the Service at all times. We implement industry standard measures to protect against service failures, but we shall not be liable to You for inaccessibility to the Service due to causes outside of our control.

We make no representations or warranties whatsoever regarding the Service and any materials on the Service. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE OR ELSEWHERE, THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT AND ANY IMPLIED WARRANTY OF MERCHANTABILITY. WE MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE SERVICE. WE MAKE NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, THE SERVICE’S FUNCTIONS SHALL BE ERROR-FREE OR, THAT THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

You are a Member of the Opportunity Network and Your use of the Service, the Internet, any materials You submit or access via our Service and Your conduct online or offline are at Your own risk.

As a Member of Opportunity Network, You undertake to (and to procure that Your Users at all times) shall comply with all applicable laws and regulations that apply to You and that You shall have all requisite authorizations, licenses and other permissions as necessary to carry out activities on the platform and to otherwise use the Services. Further, You shall not (and shall procure that Your Users shall not) use the platform or otherwise use the Services in connection with the offering of publicly traded securities, publicly traded financial or investment products, financial services or any other activity which would require authorizations, licenses and other permissions as necessary to carry out activities on the platform or which would require either the User, the Member, the platform or Opportunity Network to be licensed or regulated.

You acknowledge that Opportunity Network is not authorized by the Financial Conduct Authority to carry on licensed or regulated activity, and it therefore does not carry on any licensed or regulated business.

We are not liable for any behavior of a Member of the Opportunity Network (or its Users) while using the Service or in the course of subsequent relationships between Members of the Opportunity Network (if any), including in cases of fraud, misconduct, negligence, and any illegal behavior by a Member of the Opportunity Network (or its Users).

Each Member shall act on its own account in respect of any Opportunity and You acknowledge and agree that Opportunity Network will not act as agent, or principal, in respect of any Transaction.

Each Member is responsible for assessing the suitability of each Transaction which it enters into and agrees and acknowledges that each Transaction will be conducted outside of the platform and without the assistance of Opportunity Network.

Nothing in this Agreement or placed on the Service by Opportunity Network shall be deemed legal, accounting, or securities advice.

Under no circumstances will we be liable for any loss or damage caused by Your reliance on information obtained through the Service. As a Member of the Opportunity Network, You are responsible to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Service. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

Further, we explicitly disclaim any responsibility for the accuracy, content or availability of information found on a site that links to or from the Service (a “third-party site”). We may offer links to, or incorporate into the Service, third-party sites that offer various products and/or services. We cannot ensure that the Members of the Opportunity Network will be satisfied with any products or services that are purchased from such a third-party site, since such sites are owned and operated by independent retailers. We do not endorse any of such products or services, nor have we taken any steps to confirm the accuracy or reliability of any of the information contained in any third-party sites. We do not make any representations or warranties as to the security of any information (including credit card and other personal information) users might be requested to give a third-party site. We strongly encourage Members of the Opportunity Network to make their own investigation of third-party sites before proceeding with any transaction with such third parties.

We do not endorse, and nothing on the Service shall be deemed to be an endorsement, representation or warranty of, any third party, whether in relation to such third party’s products, services, websites, experience or background or otherwise. We do not make any representations or warranties with regard to any materials submitted by Members of the Opportunity Network, including Opportunities posted by them.

12. Copyright

We respect the intellectual property of others, and we ask You, as a Member of the Opportunity Network, to do the same. If You are a copyright owner or an owner’s agent and find content on our website that infringes upon Your copyrights, You may submit a notification to us. To do so, please send an email to on@opportunitynetwork.com and provide us in writing the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. Information reasonably sufficient to permit us to contact You, as a Member of the Opportunity Network, such as an address, telephone number, and, if available, an electronic mail;
  5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

13. Indemnification

As a Member of the Opportunity Network, You shall indemnify and defend Opportunity Network, and our officers, employees and consultants against any costs, expenses (including reasonable attorneys’ fees whether arising out of a third-party claim or in enforcing this indemnification), claims, judgments, settlements and damages (including all damages awarded to third parties payable by Opportunity Network, but in all cases only our direct damages) arising out of, or related to, Your use of the Service, including any Opportunities submitted by any Member of the Opportunity Network to the Service or provided to other Members of the Opportunity Network by You, and/or also including, but not limited to, any claim that Your submission of the Opportunities infringe the intellectual property rights of any person, violate securities or other laws, including laws against “insider trading,” or any violation of the Agreement.

14. Limitation of Liability

NEITHER WE, NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE LIABLE TO YOU, AS A USER AND/OR MEMBER OF THE OPPORTUNITY NETWORK, OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (“NON-DIRECT DAMAGES”), OF ANY CHARACTER, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIABILITY OF OPPORTUNITY NETWORK AND ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS TO YOU, AS A USER AND/OR MEMBER OF THE OPPORTUNITY NETWORK, OR TO ANY OTHER PERSON FOR DIRECT DAMAGES SHALL BE LIMITED TO THE GREATER OF EURO100 OR THE FEES PAID BY YOU FOR OUR SERVICES DURING THE 12 MONTHS PRECEDING THE EVENTS THAT GIVE RISE TO YOUR FIRST CLAIM AGAINST US FOR DAMAGES.

NO OTHER PERSON OR ENTITY SHALL HAVE ANY LIABILITY TO YOU, AS A USER AND/OR MEMBER OF THE OPPORTUNITY NETWORK, FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED BY OPPORTUNITY NETWORK. AS A USER AND/OR MEMBER OF THE OPPORTUNITY NETWORK, YOU HEREBY WAIVE ANY SUCH CLAIM YOU MAY HAVE AGAINST ALL THIRD-PARTIES, INCLUDING, WITHOUT LIMITATION ANY TRUSTED PARTNER, OR ANY MEMBERSHIP ASSOCIATION OR ORGANIZATION OR OTHER ENTITY OR PERSON THAT SPONSORS OR PAYS FOR YOUR MEMBERSHIP IN THE SERVICE.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NON-DIRECT DAMAGES, THE LIMITATIONS IN THE FIRST PARAGRAPH ABOVE MAY NOT APPLY TO YOU, AS A USER AND/OR MEMBER OF THE OPPORTUNITY NETWORK, BUT IN SUCH CASE, THE LIMITATIONS IN THE SECOND PARAGRAPH SHALL APPLY TO BOTH DIRECT AND NON-DIRECT DAMAGES.

15. Arbitration of Disputes

You, as a Member of the Opportunity Network, and we agree to resolve any claims relating to the Agreement or to the Service provided by Opportunity Network through final and binding arbitration, except either You or we may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service or to protect intellectual property (for example, trademark, trade secret, copyright, or patent rights) from infringement without first engaging in arbitration.

The International Chamber of Commerce will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in London, or any other location You and we agree to. The ICC rules will govern payment of all arbitration fees.

Exceptions to Agreement to Arbitrate: You, as a User and/or a Member of the Opportunity Network, may only resolve disputes with Opportunity Network on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

In the case of a lawsuit for injunctive relief as described above or in event that the agreement to arbitrate is found not to apply to You, as a User and/or Member of the Opportunity Network, or Your claim, You and we irrevocably consent and agree that legal action, suit or proceeding against either You or us may be brought only in the United Kingdom, and only the Courts of London shall be competent, and You hereby irrevocably accept and submit to the exclusive jurisdiction of the aforesaid courts in personam, with respect to any such action, suit or proceeding.

16. Governing Law and Jurisdiction/Waiver of Jury Trial

The Agreement and any claim or dispute (including non-contractual disputes) arising out of, relating to or in connection with the Agreement, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of England and Wales without giving effect to its conflicts of law principles.

17. Notices

As a Member of the Opportunity Network, You shall send notices to Opportunity Network by mail or by email to on@opportunitynetwork.com. Notices to You will be sent by mail or by email to the addresses You provide when registering. Notices shall be deemed given on the day actually received by recipient, if received as provided in this paragraph before 5pm on a business day in the recipient’s location. Notices received after 5pm or on a non-business day shall be deemed received on the next business day.

18. Changes

The Agreement may change from time to time, and if we make material changes to it, we will provide notice through our platform, or by other means, to provide You the opportunity to review the changes before they become effective. If You object to any changes, You may contact on@opportunitynetwork.com to opt out of specific new features or to close Your Membership and bring the Agreement to an end.

19. Updates

You acknowledge that Your continued use of our Service after we publish or send a notice about our changes to the Agreement and/or the Privacy Policy means that the collection, use and sharing of Your personal data (including on a cross-border basis) is subject to the updated Privacy Policy. We may change the Agreement and/or the Privacy Policy at any time.

20. Savings Clause

In any jurisdiction where any of the Agreement cannot be enforced, including any rights in intellectual property, the Agreement shall be construed in such jurisdiction in all respects as if such unenforceable provision were omitted. Also, in such jurisdiction, there shall be added automatically as a part of this Agreement an enforceable provision that is as similar to such unenforceable provision as may be possible.

21. No Partnership or Agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us and You (or any User), constitute us or You (or any User) the agent of the other, or authorize us or You (or any User) to make or enter into any commitments for or on behalf of the other.

22. Securities Transactions

In respect of Opportunities posted by others in which You, as a Member of the Opportunity Network, participate which constitute, or will result in, securities transactions, or similar, under applicable law or regulation, You represent and warrant, by Your participation, that You have the status of “sophisticated investor” (or variants such as “professional investor”; “institutional investor”; “accredited investor”) or other necessary status or qualification to so participate.

In respect of Opportunities in which You, as a Member of the Opportunity Network, participate (i.e. where posted by others) or post (i.e. by a User on Your behalf) which constitute, or will result in, securities transactions, or similar, under applicable law or regulation, You represent and warrant that You do so for Your own account (on an infrequent and “principal” basis), and not as agent or nominee on behalf of any person or entity, and that, in doing so, You will not be engaging in a business of dealing in securities, or operating a brokerage, and that You will comply with applicable securities laws and regulations including, without limit, in respect of any applicable prospectus requirements.

You further agree that Opportunity Network does not, in the course of providing the Service, participate in or make any offer of securities in relation to any Opportunity which You post to the platform and to indemnify and hold harmless Opportunity Network in respect of any such finding or any breach of paragraphs (a) and (b) above.

23. General

Opportunity Network and You, as a Member of the Opportunity Network, are solely independent parties of each other. Neither party shall be deemed in default for failure to comply with any provision hereof, if such failure results from acts or events beyond its reasonable control, other than payment of money. If any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. We are not obligated to enforce the Agreement, but no failure to enforce the Agreement, even if repeated and continuing for a prolonged period, shall constitute a waiver of any part of the Agreement, which may be done only by a written agreement properly signed on our behalf. All provisions of this Agreement, except provisions that grant You access to or use of the Service, shall survive the termination of the agreement between Opportunity Network and You. These This Agreement shall be binding upon the parties, their legal representatives, successors and permitted assigns, but may not be assigned by You. Except as may be expressly stated in any other written agreement between You and us, the Agreement, including any part thereof, (as amended from time to time by us as provided in the Agreement) contain the entire understanding between You and us and supersede any prior agreement between You and us, whether written oral.



PRIVACY POLICY

1. Who are we?

Depending on the company of our group You contact, Your data may be processed as a controller by one or more of the following companies. You will be informed at due course which Opportunity Network entity/ies control and process your Personal Data.

  1. Opportunity Network International UK Ltd., a private limited company incorporated on April 24, 2015, under the laws of the United Kingdom, with registered office address at 20 Old Bailey, London, United Kingdom, EC4M 7EG, filled with the Companies House under number 09559477.
  2. Opportunity Network Spain S.L., a private limited company incorporated under the Spanish laws, with registered office address at Calle Lepanto 350, 6th floor, 08025 Barcelona, Spain, with Spanish tax ID number (“NIF”) B66427709, and registered in the Commercial Register of Barcelona in Volume 44612, Sheet 160, Page B-461178.
  3. Opportunity Network Holdings Ltd., a private limited company incorporated under the laws of the United Kingdom, with registered office address at Third Floor, 20 Old Bailey, London EC4M 7AN, filled with the Companies House under number 9516905.
  4. Opportunity Network North America LLC, a private limited company incorporated the US laws, with registered office address at 210 Rivington Street, apt 9, New York, NY 10002, United States, with EIN number 47-4557595.
  5. Opportunity Network Inc. a private limited company incorporated under U.S. laws, with registered office address at 210 Rivington Street, apt 9, New York, NY 10002, United States, with EIN number 61-1735817.

2. Why do we collect information?

We collect information to provide, maintain, protect and improve the Service we offer to our Members of the Opportunity Network and to develop new services. We also use the information to protect Opportunity Network and the information of the Members and related Users. Unless expressly stated otherwise at the time of collection, all Personal Data collected are mandatory for the purposes described in this policy. Thus, failure to provide them may prevent Us from processing the Users request or otherwise fulfill the purposes described below. By providing Opportunity Network with Your data, You warrant that the data provided is accurate, true and up to date in all respects.

We also process Personal Information for certain legitimate business purposes, which may include some or all of the following:

  1. To enhance, modify, personalize our Services/communications in order to provide a user-friendly service to all Members of the Platform;
  2. To enhance the security of our network and information systems;
  3. To better understand how Members interact with our website;
  4. To provide commercial communications which we think will be of interest to You and similar to those contracted by You by Opportunity Network. This processing activity may involve attaching the information we collect about the User representative of the Member of Opportunity Network through this website, information that the Users provide or have provided through other means;
  5. To monitor, evaluate and analyze our market, Users and Services (even ask Your opinion about our Services and conduct User's surveys) in order to improve the commercial offer and experience with our Users;
  6. To determine the effectiveness of promotional campaigns and advertising, and for periodic review by electronic means (email, phone calls or messages, postal service, etc.) of the usability of the Platform as well as sending information on our Services. At the time of information collection, it will be given the chance to state Your intention not to receive commercial communications by electronic means. In any case, User would have the option of modifying his/her preferences for sending commercial communications. Note that even if the User decides not to subscribe or disembroiled from promotional emails or newsletters Opportunity Network will need to contact the User to provide relevant information referring non-commercial communications. In this sense Opportunity Network may contact the User to send him/her messages about faults and Service issues. Furthermore, we reserve the right to use e-mail to notify the Users and the Members of the Opportunity Network with any eventual claims related to the use of our Services, including without limitation, claims of violation of third-party rights; and/or
  7. To identify and prevent fraud.

3. How do we collect information?

We collect information in three ways:

Information You give to us. For example, when the User in name and on behalf of the represented Member may choose to sign up for an Opportunity Network membership, we will ask for information, like User’s name and email, Member’s geographical and industrial focus.

Information we get from the use of our Services. We may collect information about the User, the Member and the Service that the User in name and on behalf of a Member of the Opportunity Network uses and how he/she uses them, like when he/she visits different areas of our website or he/she views and interacts with our ads and content. We use various technologies to collect and store information when the User visits and uses Opportunity Network, and this may include sending one or more cookies or anonymous identifiers to User’s device. Such Personal Information is collected on the website and generated by the Services usage, it will be subject to all provisions regarding its filings, records, processing, keeping and transferring under UK law and the law of Opportunity Network’s affiliates’ countries where such data could be collected, processed or accessed.

Information You share through the Service. Many of our Services let the Member of the Opportunity Network to share information with others. Remember that when the Member share information publicly, it may be indexable by search engines. Our Services provide the Member with different options on sharing and removing content. Moreover, when an Opportunity Network membership has been created via invitation received from a Trusted Partner, the Member also shares some information with the Trusted Partner, such as when the Member joins Opportunity Network, shares opportunities and creates connections.

4. What information do we collect?

The information we collect from the Users and/or the Members of the Opportunity Network includes:

  1. Contact Information of the Users that allows Us to communicate with them, such as name, professional phone number and professional email addresses. We may collect additional information in the future with Users’ consent.
  2. Administrative Information of the Members and Potential Members like, for instance, billing information.
  3. Relationship Information that helps Us to understand who the Potential Members, the Members and Users are and what types of Services the Members might like. This includes geographical and industrial focus information. Also, we will collect feedback Users and Members voluntarily share with Us.
  4. Transaction Information about how Users and Members interact with Opportunity Network, such as connections requested, Opportunities shared, and whether Users and Members open email we send them.
  5. Cookies may be used to analyze the Services usage, improve content, customize our website content and layout and for other customer service purposes. Cookies are text files that are stored in a computer system via an Internet browser. Through the use of cookies, Opportunity Network can provide the users of this website with more user-friendly services that would not be possible without the cookie setting.
  6. User's IP Addresses are automatically logged when a User visits the Opportunity Network's webpage. The IP Address is used to help identify the User and to gather demographic information about our Users in the website. Our servers may also record: the pages the User visits on our website; the advertising the User sees and/or clicks on; computer, platform, related software and settings the User is using when accessing the platform; any search terms the User has entered on our website or on a referral site; any other web usage activity and data logged by Opportunity Network's servers. We use this information for internal system administration, as well as to help diagnose problems with the servers and to administer our website. Such information may also be used to gather demographic information, such as country of origin and Internet Service Provider.
  7. Log information we automatically collect and store in server logs when the User in name and on behalf of the related Member uses our Services or views content provided by Opportunity Network. This may include information and details related to Users and Members, such as:
    1. details of how our Service is used, such as search queries and information and accessed pages;
    2. device-specific information (such as hardware model, operating system version, unique device identifiers);
    3. Internet protocol address; and/or
    4. cookies that may uniquely identify used browser or Opportunity Network account.

5. How do we share and protect Your information?

For Legal Reasons. We will share information with companies, organizations or individuals outside of Opportunity Network if we have a good-faith belief that access, use, preservation or disclosure of them is reasonably necessary to:

  1. - meet any applicable law, regulation, legal process or enforceable governmental request;
  2. - enforce applicable Terms and Conditions, including investigation of potential violations;
  3. - detect, prevent, or otherwise address fraud, security or technical issues; and/or
  4. - protect against harm to the rights, property or safety of Opportunity Network, our Users and Members or the public as required or permitted by law.

With Trusted Partners. When the Member’s memberships have been created via invitation received from a Trusted Partner, the Trusted Partner receives information concerning its Members, such as when Members join Opportunity Network, share opportunities and create connections. The Trusted Partner may process the information of its invited Members of the Opportunity Network in order to single out and report opportunities such Members may be interested in or offer services that may help such Members achieve an Opportunity.

For external processing. We do not share information with companies, organizations and individuals outside of Opportunity Network without the consent of the Users and the related Members. Nonetheless, please note that information regarding the User and the represented Member may be communicated to our affiliates or other trusted businesses or persons to process it for Us, based on our instructions and in compliance with our Privacy Policy and any other appropriate confidentiality and security measures. Before transferring any information considered personal to EEA members/same level of protection states, Opportunity Network will obtain the expressly consent of the User representing a Potential Member or a Member of the Opportunity Network and will make steps to ensure that such Personal Information will be afforded the same level of protection as under applicable data protection laws within the Opportunity Network group.

Anonymized Data. We may also share aggregated, non-personally identifiable information publicly and with our partners. For example, we may share information publicly to show trends about the general use of our Services.

6. How can You exercise Your rights of access, rectification, erasure, restriction on processing, objection and portability?

Your Rights. The User may exercise at any time its rights of access, rectification, erasure, restriction on processing, and objection to the processing of data, as well as to withdraw at any time any consents that the User has previously given to Opportunity Network. The Member of Opportunity Network has also the right of portability which means the right to receive the personal data which was provided and transmit those data to another controller, as long as the processing is not necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller.

Contact Us. To that effect the User may send an email to on@opportunitynetwork.com, enclosing a copy of its ID or equivalent official document certifying its identity. We may reject requests that are unreasonably repetitive, require disproportionate technical effort (for example, developing a new system or fundamentally changing an existing practice), or risk the privacy of others.

Data Protection Authorities. Furthermore, if appropriate, the User also has the right to make a complaint to the relevant data protection supervisory authority, e.g. the Spanish Data Protection Authority (AEPD) or the UK Data Protection Authority (ICO), especially if he/she considers that Opportunity Network have not adequately addressed its rights.

7. Retention of Your Personal Data

We will retain Your personal information for as long as it is necessary for the purposes listed in this Privacy Policy and in no case longer than legally permitted. We maintain a data retention policy which we apply to all data in our care. As long as the personal data is no longer necessary for the fulfillment of the contract or its initiation or if the law does not require us to keep it, it will be securely deleted from our servers.

8. Newsletters

On our website, Users are given the opportunity to subscribe to Opportunity Network newsletters. We inform the Member of Opportunity Network and business partners by means of newsletters about Opportunity Network offers and updates. Opportunity Network newsletters may only be received if (a) the Member has a valid e-mail address, and (b) the Member registers for newsletters shipping. Opportunity Network newsletters contain so called tracking pixels. A tracking pixel is a miniature graphic embedded in such e-mails, which are sent in HTML format to enable log file recording and analysis. This allows a statistical analysis of the success or failure of online marketing campaigns. Based on the embedded tracking pixel, Opportunity Network may see if and when an e-mail was opened by a Member, and which links in the e-mail were called up by Members.

9. Children's Privacy

The Services are not intended for or designed to attract any person under the age of 18 or of the different legal age provided by each country in which the User has access to our Services. Opportunity Network does not intentionally or knowingly collect or maintain Personal Information or non-personally identifiable information from any person under the age of 18 or of the different legal age provided by each country in which the User has access to the Services. If Opportunity Network learns that Personal Information of persons under the age of 18 or of the different legal age provided by each country in which the User has access to the Services has been collected on the Service's platform, then Opportunity Network may deactivate the User's account.

10. Security

Storage. Opportunity Network is committed to ensure that the User's information is kept and stored securely, and we maintain reasonable physical, technical and organizational measures and procedures to safeguard and secure the information we collect through our Services and our website. This has been done with a view to preventing unauthorized or unlawful processing of the User’s Personal Information and accidental, unauthorized or unlawful access, use, processing, copying, alteration, transfer, loss or destruction of, or damage to Personal Information. We review our information collection, storage and processing practices, including physical security measures, to guard against unauthorized access to systems.

Access by Employees. We restrict access to Personal Information to Opportunity Network employees, contractors and agents who need to know that information in order to process it for Us, and who are subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.

Our Privacy Policy does not apply to services offered by other companies or individuals, including products or sites that may include Opportunity Network Services or other sites linked from our Services. Our Privacy Policy does not cover the information practices of other companies and organizations who advertise our Services, and who may use cookies, pixel tags and other technologies to serve and offer relevant ads.

Potential Security Breaches. Whilst Opportunity Network has done all of this to comply with the standards required by applicable laws, Opportunity Network cannot guarantee that such information will not be subject to unauthorized access, disclosing, alteration or destruction, Opportunity Network has physical, electronic, and procedural safeguards in place to protect information. Information is stored on Opportunity Network’s servers and protected by secured networks to which access is limited to a few Opportunity Network’s authorized employees and personnel. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. If Opportunity Network learns of a security systems breach, then we may attempt to notify the User electronically so that he/she will be able to take appropriate protective steps. We may also have the obligation to contact the relevant Data Protection Authority according to the current legislation in force. Furthermore, Opportunity Network may also post a notice on the Service platform whether a security breach occurs.

11. Business Transitions

If Opportunity Network is involved in a business transition, such as a merger, acquisition by another company, or sale of all or a portion of its assets, Opportunity Network reserves the right to transfer or assign Users'; and Members’ information to the new entity. As part of such a transaction, the new entity shall be required to commit to the same level of protection of the Users' and Members'; information as described in this Privacy Policy. If Opportunity Network will not be able to obtain such a commitment, we will not perform the business transition. Opportunity Network shall post a notice on the Service of every change in ownership or control of the Users'; and Members'; information that may occur. The User acknowledges and accepts that in the event of Opportunity Network’s bankruptcy, insolvency, reorganization, receivership, and/or assignment for the benefit of creditors, and/or the application of laws or equitable principles affecting creditors; rights generally, Opportunity Network may not be able to control how the User's and Members'; information will be treated, transferred, or used.

12. Note to International Users

The Opportunity Network website and Service are hosted in the United Kingdom. If You are a User accessing the Opportunity Network website and Service from the United States, the European Union, Asia, or any other region with laws or regulations governing Personal Information collection, use, and disclosure, that differ from United Kingdom and/or European Union laws, please be advised that through Your continued use of the Opportunity Network website and Service, which are governed by United Kingdom law, and the Agreement, including this Privacy Policy, You are transferring Your Information to the United Kingdom and You expressly consent to that transfer and consent to be governed by United Kingdom law for these purposes.

13. Changes

Our Privacy Policy may change from time to time, and if we make material changes to it, we will provide notice through our Services, or by other means, to provide You the opportunity to review the changes before they become effective. If You object to any changes, You may contact on@opportunitynetwork.com to opt out of specific new features or to close Your Membership. You acknowledge that Your continued use of our Service after we publish or send a notice about our changes to this Privacy Policy means that the collection, use and sharing of Your personal data is subject to the updated Privacy Policy.

Latest Update: October 11, 2019

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