Investor Circle – Terms & Conditions

  • Preamble 
      1. Any reference to “Firm”, “we”, “us”, “our”, “ours”, and “ourselves” shall refer to STORM Partners Sàrl, a limited liability company duly incorporated and validly existing under the laws of the Swiss Confederation, having its corporate seat at Chemin de Madame de Warens 2, 1816 Montreux (CH-VD), Switzerland, registered under code CHE-435.083.916, and/or its subsidiaries or affiliated entities. Similarly, any reference to “Investor”,  “you”, “your”, “yours”, and “yourself” shall refer to you as a customer or an investor of the Firm whether you are contracting our Services (as defined below) under this agreement (hereinafter referred to as the “Terms & Conditions”) or approaching our Investment Circle (as defined below). The Firm and the Investor shall be referred to individually as a “Party” and together as the “Parties”.
      2. The Firm provides advisory services to projects related to Web3, blockchain technology and crypto assets and accepts mandates to support Web3 entrepreneurial projects (hereinafter referred to as the “Projects” or each one as a “Project”) in their fundraising endeavours and may, inter alia, mediate on private offerings of equity, debt, or other types of financial instruments and/or crypto assets not qualifying as financial instruments.
      3. The Firm arranges introductions between Projects and prospective investors and may be remunerated on a commission basis for introductions between investors and Projects in the case of the conclusion of an investment deal.
      4. To foster fundraising support services, the Firm created the “Investor Circle”, a group of investors interested in receiving potential deals operating to the projects assisted by the Firm.
      5. The Investor is willing to join the Investor Circle to receive investment opportunities pertaining to Web3 entrepreneurial projects.
      6. The Firm may share Confidential Information (as defined hereafter) with the Investor subject to the terms and covenants set forth below.
 
  • Investor Circle
      1. The Investor hereby agrees to join the Investor Circle established by the Firm.
      2. As a member of the Investor Circle, the Investor shall receive investment opportunities and related information pertaining to Web3 entrepreneurial projects supported by the Firm.
      3. The Investor acknowledges that membership in the Investor Circle does not guarantee any investment or preferential treatment regarding investment opportunities.
      4. The Investor acknowledges and agrees that the Firm does not guarantee or represent any specific investment opportunities or the success of any investment made by the Investor through the Investor Circle.
      5. The Investor shall conduct its own due diligence and make independent decisions regarding any investment opportunities received through the Investor Circle.
 
  • Non-Circumvention
      1. The Investor agrees not to circumvent, directly or indirectly, the Firm in its interactions with any Project introduced to the Investor by the Firm. The Investor shall not engage in any communication, negotiation, or transaction with such Projects, including but not limited to entering into investment agreements or providing funding, without the firm’s prior written consent.
      2. If the Investor engages in any unauthorised communication, negotiation, or transaction with a Project introduced by the Firm, the Investor shall immediately notify the Firm of such engagement and provide full details of the nature and extent of the engagement.
      3. If the Investor engages in any unauthorised communication, negotiation, or transaction with a Project introduced by the Firm without obtaining the prior written consent of the Firm, the Investor shall be liable to the Firm for any damages, losses, or costs incurred by the Firm as a result of such unauthorised engagement.
      4. The obligations outlined in this section shall survive the termination or expiration of these Terms & Conditions and shall continue for two years from the date of termination or expiration.
 
  • Confidentiality
      1. The Parties understand and acknowledge that in the course of their cooperation under these Terms & Conditions, they may disclose certain confidential information that is non-public, proprietary, or trade secret information related to the Projects (hereinafter referred to as “Confidential Information”).
      2. The Parties agree to treat all Confidential Information received from the other Party as confidential and to use it solely to evaluate investment opportunities and facilitate discussions and negotiations related to the Projects.
      3. The Parties shall exercise reasonable care to prevent the unauthorised disclosure or use of the Confidential Information. They shall take necessary measures to ensure that their respective officers, employees, agents, and representatives comply with the obligations set forth in this clause.
      4. The Parties shall not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the disclosing Party, except as required by applicable laws or regulations.
      5. The obligations of confidentiality under these Terms & Conditions shall survive the termination or expiration of these Terms & Conditions and shall continue for a period of five (5) years from the date of disclosure of the Confidential Information.
 
  • Representations, Warranties, and Covenants
      1. The Investor represents, warrants, and covenants that:
        1. It is duly organised, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation.
        2. It has the full power and authority to accept these Terms & Conditions and to perform its obligations hereunder.
        3. It will comply with all applicable laws, regulations, and requirements related to its participation in the Investor Circle and any investment opportunities arising therefrom. 
        4. It shall conduct its own due diligence and evaluation of any investment opportunities received through the Investor Circle and shall make independent decisions regarding such opportunities.
        5. It shall not disclose any Confidential Information received from the Firm to any third party without the prior written consent of the Firm.
        6. It shall promptly notify the Firm of any potential conflicts of interest that may arise in relation to any investment opportunities received through the Investor Circle.
      2. The Firm represents, warrants, and covenants that:
        1. It is duly organised, validly existing, and in good standing under the laws of Switzerland.
        2. It has the full power and authority to accept these Terms & Conditions and to perform its obligations hereunder.
        3. It shall exercise reasonable care and skill in providing advisory and support services to the Investor Circle, including but not limited to the identification and introduction of investment opportunities related to the Projects.
        4. It shall act in the best interests of the Investor Circle and shall not engage in any activities that may compromise the integrity or confidentiality of the Investor Circle or any investment opportunities shared therein.
        5. It shall use reasonable efforts to ensure that the information provided to the Investor regarding the investment opportunities is accurate and reliable to the best of its knowledge.
        6. It shall maintain the confidentiality of the Investor’s information and shall not disclose any Confidential Information received from the Investor to any third party without the prior written consent of the Investor.
        7. It shall promptly notify the Investor of any potential conflicts of interest that may arise in relation to any investment opportunities shared through the Investor Circle.

  • Public Communications and Event Content Usage
      1. The Investor hereby grants the Firm a non-exclusive, worldwide, royalty-free licence to use the Investor’s name, brand, logos, and other related elements (collectively, the “Investor’s Marks”) in connection with public communications regarding the Investor Circle, including but not limited to marketing materials, website content, social media posts, and press releases.
      2. The Firm shall exercise reasonable care to ensure that the Investor’s Marks are used in a manner that is consistent with the Investor’s brand guidelines if provided by the Investor.
      3. The Investor acknowledges that the Firm’s use of the Investor’s Marks does not create any ownership or proprietary rights in favour of the Firm, and all such rights shall remain with the Investor.
      4. The Investor acknowledges and agrees that the Firm may record photo, video, and audio content during events organised specifically for the Investor Circle, where the Investor, its directors, officers, and employees are participating (the “Event Content”).
      5. The Investor hereby grants the Firm a non-exclusive, worldwide, royalty-free licence to use the Event Content to promote and document the Investor Circle, including but not limited to sharing the Event Content on the Firm’s website, social media platforms, newsletters, and other marketing channels.
      6. The Firm shall exercise reasonable care in the selection and use of the Event Content to ensure that it does not infringe upon any individual’s rights, including privacy rights.
      7. The Investor acknowledges that the Firm’s use of the Event Content does not create any ownership or proprietary rights in favour of the Firm, and all such rights shall remain with the Investor.
      8. The Investor further represents and warrants that it has obtained all necessary consents from its directors, officers, and employees for the Firm’s use of the Event Content as described in this clause.
 
  • Referral Commission
      1. If an Investor (hereinafter referred to as the “Referring Investor”) successfully refers another Investor (hereinafter referred to as the “Referred Investor”) into the Investor Circle, the Referring Investor shall be entitled to a referral commission.
      2. The referral commission shall be calculated as 10% of any sum earned by the Firm in connection with the first investment performed by the Referred Investor within the Investor Circle.
      3. The referral commission shall be payable to the Referring Investor within thirty days of the Firm receiving the investment amount from the Referred Investor’s first investment within the Investor Circle.
      4. The Referring Investor acknowledges that the referral commission shall only be payable if the Referred Investor’s investment is successfully concluded within the Investor Circle and results in the Firm earning a fee, commission, or other remuneration.
      5. The Referring Investor shall notify the Firm in writing of the referral and provide all necessary details regarding the Referred Investor’s identity and contact information.
      6. The referral commission shall be subject to any applicable withholding taxes or deductions as required by the relevant tax authorities. 
      7. The Parties agree that this referral commission provision shall be binding on their respective successors, assigns, and legal representatives.

  • Entire Agreement
      1. If any provision of the Terms & Conditions is found to be invalid by a court or another competent jurisdiction, that provision only will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

  • General Provisions
      1. The Firm shall have the right to modify the Terms & Conditions at any time unilaterally. The entry into force of any modification is subject to the condition referred to in paragraph 5.1 of the Terms & Conditions.
      2. Email and digital documents shall constitute a written form of communication.
      3. Should any term, condition, or provision of this Terms & Conditions be deemed or held to be invalid or unenforceable for any reason, those remaining terms, conditions, and provisions shall remain valid and enforceable. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.
      4. Suppose a court of law or arbitration determines that any term, condition, or provision of these Terms & Conditions is invalid or unenforceable but that by limiting such term, condition, or provision, it would become valid and enforceable. In that case, such term, condition, or provision shall be deemed to be written, construed and enforced as so limited.
 
  • Applicable Law and Dispute Resolution 
    1. This Terms & Conditions and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Terms & Conditions, or the negotiation, execution or performance of this Terms & Conditions (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Terms & Conditions or as an inducement to enter into this Terms & Conditions), shall be governed by, and enforced in accordance with, the internal laws of Switzerland, including its statutes of limitations.
    2. In case of dispute, the Parties shall maintain the confidentiality of any proceedings, including but not limited to any and all information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.
    3. Any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. The seat, or legal place, of arbitration, shall be Geneva. The arbitration procedure may be conducted partially or entirely online.