While we try our best to protect you from losing your investments, there are quite a few things you need to know.
Being an investor or startup owner on Slourish.com gives you a lot of opportunities and our undisputable effort geared towards aiding your success is one of the various benefits. We understand the level of trust you allocate to us in this regard and we can only do our best to smoothen your experience on our platform.
However, certain legalities still have to be put in place, hence, this is a brief investor relation policy that will help bind you and us on this journey of crowdfunding startups, to ensure we are all on the same page. Please bear with us as we reluctantly carry you through this boring episode (we normally would prefer the fun aspects) of an agreement. This agreement was written with you in mind while keeping a solid foundation for the protection of our brand's name. This legal formality is here to bind and protect both you (our Slourish.com Member) and Slourish LLC.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SLOURISH LLC. (SLOURISH.COM)
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR FUTURE REFERENCES.
BY INVESTING/CROWDFUNDING THROUGH SLOURISH.COM YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD OUR TERMS OF SERVICE AND THE DISCLAIMER STATEMENTS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.
This Agreement contains the complete terms and conditions that apply to you funding startups or getting crowdfunded on Slourish.com. The purpose of this Agreement is to provide a straightforward legal binding between you and Slourish LLC when carrying out any transaction on SLourish. Please note that throughout this Agreement, "we," "us," and "our" refer to Slourish.com, and "you," your," and "yours" refer to the Member.
2. Startup Obligations
2.1. To begin the enrollment process, you will complete and submit the online application and approving your application (if we do) does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your business, business relations, activities or your management team is unsuitable for the interest of our investors:
2.1.1. Promotes sexually explicit materials.
2.1.2. Promotes violence.
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
2.1.4. Promotes illegal activities.
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2.1.6. Is not straightforward in its operations or makes false claims, unverifiable claims, empty promises.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Does not have a solid plan or is unable to validate the effectiveness of the plan.
2.1.9. If your submitted business information does not align with our idea of a promising startup/great investment opportunity.
2.1.10. Your details could not be verified or the actual data came out differently from the results of our vetting team.
2.1.11. Either you, your team or business at large do not have a good track record that gives the business a promising future.
2.1.12. You are found on any platform that portrays falsehood, makes empty claims of huge earnings, advertises scam/get-rich-quick products/services, promises quick unrealistic results that cannot be verified or anything capable of damaging Slourish's reputation.
2.2. You must create a campaign containing verified details and startup group in the Slourish community to help Slourish members keep track of their investments.
2.2.1. You must keep your investors updated on the most relevant activities, the development process of your business as well as the stage of their investment.
2.2.2. You must provide the right answers to any question thrown at your startup by the Slourish members.
2.3. We reserve the right, at any time, to review your campaigns and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your startup campaign and group will be your responsibility. We may monitor your business as we feel necessary to make sure that it on track and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your business. You must have express permission to use any person's copyrighted material, whether it be a writing, a media, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights on Slourish.com.
3. Investor Obligations
3.1. As a member of Slourish, you will have access to the member's area where you can easily browse and locate our verified startups that are ready for funding. You may not invest in any of those startups outside Slourish.com. All your transactions must be carried out on Slourish.com as we will not be able to protect you if you engage with the startups directly.
3.2. In as much as we keep many measures in place to strengthen your chances of making a solid investment, it's no news that there is a high percentage of startup failures and as such, you are required to only invest an amount that you can afford to lose in case the startup didn't turn out as successful as you imagined.
3.3. Upon an investment, you are a part of the startup process and you are required (though not compulsory) to visit your Slourish account often to stay updated on your investments, participate in the various activities as well as offer your suggestions and ask your questions directly to the startups.
3.4. Once you make a pledge to a startup on Slourish.com, you are required to immediately make a transfer of the total amount the provided Slourish LLC account details or proceed to make a bank deposit as soon as possible. This helps us keep track of actual investments owed to a startup.
4. Slourish.com Rights and Obligations
4.1. We have the right to monitor your business at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your business that we feel should be made. If you do not make the changes to your business that we feel are necessary, we reserve the right to terminate your participation in the Slourish LLC crowdfunding platforms.
4.2. Slourish LLC reserves the right to terminate this Agreement and your membership on Slourish.com immediately and without notice to you should you commit fraud in your use of the Slourish.com crowdfunding resources or should you abuse this feature in any way. If such fraud or abuse is detected, Slourish.com shall not be liable to you for any funds for such fraudulent sales.
4.3. Your startup is not entitled to any invested kobo until proven so. This means we reserve the right to allocate the funds to you in tranches as you achieve a goal or reach a milestone. The funds being disbursed can be terminated at our sole discretion.
4.4. Slourish LLC reserves the right to withhold any startup funds at any given time if any mismanagement or a higher ratio of future business failure is perceived. In any case, all withheld funds would be redisbursed to the initial Slourish.com investors.
4.5. We reserve the right to have a Slourish staff guide your business operations or at least keep track of your decisions and progress and report back to us as we deem fit.
4.6. This Agreement will begin upon our acceptance of your application and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party a written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures and Slourish.com's terms of service. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Slourish LLC's crowdfunding platform following the posting of the change notice or new Agreement on Slourish.com will indicate your agreement to the changes.
Slourish.com uses a third party to handle all of the tracking and payment. The third party is the PayStack.com payment processor. If you need an in-depth detail of their policy, please kindly review their payment terms and conditions.
8. Access to Member Account
To access your member's area, please log in or create an account. Ensure you create a strong password to help us maintain the top security of the Slourish.com member account interface. Upon logging in, you will be able to receive your reports that will describe our calculation of the funds/investments due to you.
9. Promotion Restrictions
You are free to promote your own websites, but naturally, any promotion that mentions Slourish.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Slourish. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our brand. You are encouraged to promote your campaigns to brew maximum exposure for faster funding but while doing so, please do not spam using our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Slourish.com so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Slourish.com so long as the newsgroup specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from Slourish.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your Membership.
10. Grant of Licenses
10.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our business through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Slourish.com. You agree that all uses of the Licensed Materials will be on behalf of Slourish.com and the goodwill associated therewith will inure to the sole benefit of Slourish.com.
10.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
11.1. Slourish MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Slourish.COM SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Slourish.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR BUSINESS WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11.2. Slourish LLC makes no guarantee that your startup will get funded, that the funds will reach your goal amount or that the total funds raised will be paid to you in full. Whether or not you will get funded depends on the nature of your business.
11.3 We completely dismiss ourselves from all claims that your initial investment will be recovered or that you will make any return on your investments. We try our best to keep the startups on track but we do not have an actual control of the success of a startup.
12. Representations and Warranties
You represent and warrant that:
12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
13. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SLOURISH.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Slourish.com, and its subsidiaries and Members, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Member trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your business, including, without limitation, content therein not attributable to us.
16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Slourish.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your business or any other of Your business or otherwise, that reasonably would contradict anything in this Section.
16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
16.3. This Agreement shall be governed by and interpreted in accordance with the Nigerian judiciary system without regard to the conflicts of laws and principles thereof.
16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
16.5. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.
16.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
16.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
We reserve the right to make changes to this agreement at any given time without prior notice and you are required to revisit this agreement from time to time. Your continuous use of Slourish.com automatically means you have read, understood and agreed to the terms and conditions of this agreement.
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