TERMS AND CONDITIONS OF USE OF THE INTROSTARS PLATFORM

By registering for, logging into or using the introstars platform at introstars.com (“introstars”), you accept and agree to comply with:

• these terms and conditions (the “Terms”); and
• our Privacy Policy (which can be found at introstars.com/privacy ).

If you do not agree to these Terms, you must not use introstars. We recommend that you download and save a copy of these Terms for future reference, as they are a legally binding agreement between you and us.

We may amend these Terms from time to time by updating them on introstars. Each time you wish to use introstars, please check these Terms to ensure you understand the terms that apply at that time.

1. Who we are and how to contact us

1.1. introstars is operated by introstars Limited (referred to in these Terms as “we” or “us”). We are a private limited company, incorporated and registered in England and Wales under company number 14888306 and have our registered office at 59 St. Martin's Lane, Suite 8, London, WC2N 4JS, UK. You can contact us at hello@introstars.com.

1.2. Any reference to “you” or “your” in these Terms is a reference to the user of introstars.

2. Some key terminology

2.1. To help you navigate these Terms, please note the following terminology that we use on introstars:

• deal: depends on the nature and context of the introduction. By way of example and without limitation, where an introduction is made to a lead who is: (a) a potential customer, a deal means a contract is entered into between you and the lead (or the respective organisations which you represent) for the supply of goods and/or services which may commence with the signature of a contractual document or the placing of an order for goods and/or services or by any other means agreed between you and the lead; (b) a potential job candidate, a deal means the lead signs a contract with you or the organisation that you represent to take up an employment role or a role as a contractor or agent or any other similar role; or (c) a potential investor, a deal means that the lead or the organisation that the lead represents invest in your business or the business of the organisation that you represent, and in all circumstances the meaning of “deal” shall be clearly explained in the description of the relevant opportunity.
• intro fee (or success fee): the amount to be paid by an introseeker to an introducer when a deal has completed.
• introducer: a person making introductions.
• introduction: a personal one-to-one introduction of a lead by an introducer to an introseeker.
• introseeker: a person looking for introductions.
• introtracker: the dashboard within introstars through which a User can track all introductions made or received and (if they are an introseeker) accept or reject introductions and pay intro fees.
• lead: a potential customer, supplier, job candidates, investor or other individual.
• opportunity: a post from an introseeker on introstars setting out the type of introduction they are seeking and what intro fee they would be willing to pay to an introducer if an introduction results in a deal.
• User: a user of introstars. Users can be an introseeker, an introducer or both.

3. Licence and operation of introstars

3.1. Subject to your compliance with these Terms, we grant to you a limited, personal, non-exclusive, non-transferable licence to access and use introstars in accordance with these Terms.

3.2. We may update and make changes to introstars from time to time.

3.3. We do not guarantee that introstars, or any content on it, will always be available, uninterrupted or error free and we accept no liability in this regard. We may suspend or withdraw or restrict the availability of all or any part of introstars for business and operational reasons. You are also responsible for ensuring that all persons who access introstars through your internet connection are aware of these Terms and that they comply with them.

3.4. From time to time we may introduce promotions. Such promotions may be subject to additional terms and conditions, which we shall notify to you as part of the sign up process for the promotion. We reserve the right to not apply any promotions, including discounts and free trials, if we suspect or find any violation of terms and conditions by the users as outlined in this document.

3.5. We will only use your personal information as set out in our Privacy Policy.

3.6. Each User who is an introseeker shall pay to us a monthly subscription fee of £95 plus VAT. The first such payment shall be due immediately upon posting your first opportunity to introstars. If you no longer wish to continue your subscription as an introseeker, you can simply cease payments and any currently ‘live’ opportunities will remain on introstars for one calendar month following the date of receipt of the last payment from you and will thereafter be removed.

4. User registration

4.1. You will need to register and create an account on introstars in order to browse opportunities or to become an introseeker or introducer. If you are browsing the public section of our website and have not yet registered on introstars, your use of introstars will still be subject to these Terms.

4.2. You can only register with introstars if you have an existing LinkedIn account with a profile photo.

4.3. You must be at least 18 years old to register and you are only permitted one account on introstars. We do not permit users under 18 to register, upload content or make contact with other Users. Multiple live accounts and/or duplicate profiles are not permitted. By registering with us you are representing and warranting to us that: (i) you are over 18 years old; (ii) you have not previously been banned from introstars; and (iii) you do not already have an account registered with us.

4.4. You agree that all registration information you submit to introstars will be current, true, accurate and complete and that you will maintain the accuracy of this information at all times. You must promptly update any changes to your account details. Users who make false representations or provide inaccurate information will have their accounts removed from introstars.

4.5. Your account is for your use only and you agree that you will not share your account or your account details with any other person. It is your responsibility to keep your account details safe. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. You will be responsible for any and all activity conducted using your account or your account details. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

4.6. You shall take reasonable steps to prevent unauthorized access to your account. If you know or suspect that anyone other than you knows your user identification code or password or has accessed your account without authorization, you must promptly notify us at hello@introstars.com.

5. Access to and use of introstars

5.1. You accept that you are solely responsible for ensuring that your computer system, telecommunications services and any other equipment meet all relevant technical requirements to use introstars and are compatible with introstars.

5.2. You agree that at all times your use of introstars will comply in full with all applicable laws or regulations and these Terms.

5.3. You agree not to use introstars, or any information or material made available to you on introstars, in any improper or unlawful manner or in breach of any rule, regulation, legislation or license that applies to you. You will not create any integrations (software or otherwise) to introstars without the express written consent of introstars.

5.4. Without limiting the foregoing, you agree that when using introstars you will not:

• 5.4.1. trick, defraud or mislead us or any User or lead through or in connection with your use of introstars;
• 5.4.2. sell, offer for sale, deal with or otherwise seek to dispose of any goods or services which are counterfeit, pirated, illegal or otherwise prohibited by applicable law;
• 5.4.3. harass others or disclose personal information about others that could amount to harassment;
• 5.4.4. publish, post, upload, store, distribute or disseminate any unlawful, defamatory, infringing, obscene, sexually explicit, harmful, confidential, libellous, hateful, threatening or otherwise illegal material or information, or anything which might constitute a criminal or civil offence;
• 5.4.5. upload files that contain software or other material which are the intellectual property rights of any third party, or which are protected by rights of privacy or publicity of any third party without having received all necessary consents;
• 5.4.6. upload files that contain viruses, corrupted files, or any other software or programs that may interfere with or damage the operation of introstars or any other computer;
• 5.4.7.impersonate others or create false profiles on introstars;
• 5.4.8. screenshot or screen record profiles of other users on introstars;
• 5.4.9. promote any activity that is illegal;
• 5.4.10. use software or any other means to harvest information from introstars;
• 5.4.11. send chain letters, junk mail, ‘spamming’ material or any other form of bulk communication;
• 5.4.12. do or omit to do anything that, in our opinion: (i) brings us or introstars into public disrepute, contempt, scandal or ridicule; (ii) damages or puts at risk any other users of introstars; or (iii) materially prejudices us or introstars;
• 5.4.13. use introstars in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into introstars or any operating system;
• 5.4.14. use introstars in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
• 5.4.15. collect or harvest any information or data from introstars or our systems or attempt to decipher any transmissions to or from the servers running introstars; or
• 5.4.16. send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards (see section 6.7 below).

5.5. You agree to comply with all reasonable instructions that we may give you regarding your use of introstars.

5.6. You agree that your interactions with other Users and our personnel, whether via message, email or over the telephone, will at all times remain respectful and courteous.

5.7. We do not routinely monitor all communications between Users via our messaging system, but we may use software to track communications and we reserve the right to monitor them in order to investigate any suspected breach of these Terms, any illegal behaviour or any other misuse of our service, or for any other reasonable reason as determined by us from time to time.

5.8. We reserve the right to refuse to list or deactivate any user profiles or opportunities, or edit any user generated content we deem, in our reasonable discretion, to be in violation of these Terms or which we are instructed to refuse to list or deactivate by any court or law enforcement or regulatory authority. In the event we: (a) receive any complaints about a User or opportunity; (b) receive notice of an investigation into a User or opportunity by any law enforcement or regulatory authority; or (c) otherwise become aware of any violation of these Terms or any illegal behaviour conducted by a User, we reserve the right to temporarily suspend or deactivate (with or without notice) any account in question while we investigate the matter.

5.9. We are not responsible for websites we link to where introstars contains links to other sites and resources provided by third parties. These links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

5.10. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to introstars or any services provided via, or in relation to, introstars. This includes using (or permitting, authorising or attempting the use of):

• 5.10.1. any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of introstars or any data, content, information or services accessed via the same.
• 5.10.2. any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

This section shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

6. Content standards

6.1. If you wish to complain about content uploaded by other Users, you can flag the content on introstars using the reporting tools provided. If you would like to notify us by email, please contact us on hello@introstars.com.

6.2. Whenever you make use of a feature that allows you to upload content to introstars, or to make contact with other users of introstars, you must comply with the content standards set out below at section 6.7. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

6.3. Any content you upload or post to introstars will be considered non-confidential and non-proprietary. By uploading or posting such content to introstars you grant to us and other users of introstars a limited license to use, reproduce, display, store, copy, modify and edit that content and to distribute and make it available to third parties. You waive any moral rights that you might have in such content. The rights you license to us are described in Rights you are giving us to use material you upload and any feedback (see below). We will not pay you any fees for such content and we reserve the right in our sole discretion to remove or edit that content at any time. You warrant and represent that you own all intellectual property and other proprietary rights in your content, or have all rights necessary to grant the licenses set out in this section 6.

6.4. We reserve the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to introstars infringes their intellectual property or other proprietary rights, or of their right to privacy.

6.5. We have the right to remove any content you upload or post to introstars if, in our opinion, your content does not comply with the content standards set out at section 6.7 below. You are solely responsible for securing and backing up your content.

6.6. When you upload or post content to introstars, you grant us a worldwide, non-exclusive, royalty-free, perpetual, sublicensable, transferable license to use, reproduce, distribute, prepare derivative works of or display that content in connection with the service provided by introstars and across different media including to promote introstars or the service. Where you provide feedback to us on introstars or any related service, you grant us a worldwide, non-exclusive, royalty-free, perpetual, sublicensable, transferable license to use such feedback for any purpose.

6.7. We do not allow content on introstars which:

• 6.7.1. contains language or imagery which could be deemed offensive or is likely to harass, upset, embarrass, alarm or annoy any other person (including for example and without limitation, language that could be deemed discriminatory towards an individual’s race, colour, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);
• 6.7.2. is obscene, pornographic, violent or otherwise may offend human dignity (including for example and without limitation, language that could be deemed discriminatory towards an individual’s race, colour, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);
• 6.7.3. is abusive, insulting or threatening, discriminatory or which promotes or encourages racism, sexism, hatred or bigotry (including for example and without limitation, language that could be deemed discriminatory towards an individual’s race, colour, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity or physical appearance);
• 6.7.4. encourages any illegal activity including, without limitation, terrorism, inciting racial hatred or the submission of which in itself constitutes committing a criminal offence;
• 6.7.5. is defamatory or libellous;
• 6.7.6. involves the transmission of “junk” mail or “spam”;
• 6.7.7. contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Bumble or otherwise;
• 6.7.8. itself, or the posting of which, infringes any third party’s rights (including, without limitation, intellectual property rights and privacy rights);
• 6.7.9. shows another person which was created or distributed without that person’s consent;
• 6.7.10. is harmful to minors; or
• 6.7.11. impersonates any other person, including falsely stating your name.

The above are referred to collectively in these Terms as our “content standards”.

7. Creating an opportunity

7.1. An introseeker can create an opportunity on introstars by clicking on the ‘Create an opportunity’ button and following the instructions. You must ensure that you provide all relevant information relating to the opportunity including, without limitation: (i) a full description of the opportunity; (ii) information about the typical deal size; and (iii) a clear explanation of the applicable intro fee.

7.2. By creating an opportunity on introstars the introseeker represents and warrants (which is a legal promise) to us that:

• 7.2.1. all the information included in the opportunity will be truthful and, to the best of the introseeker’s knowledge and belief, accurate and complete and not in any way misleading; and
• 7.2.2. the introseeker has all necessary rights and permissions to offer the opportunity.

7.3. The introseeker is solely and fully responsible for the content of any opportunities they create on introstars, including any errors, omissions or inaccuracies contained in such opportunities. We accept no liability to any User or any other person for the content uploaded or posted to introstars. All opportunities created by an introseeker on introstars will include the publicly available user profile of that introseeker. We advise that introseekers check the content of each opportunity after posting it to ensure they are happy with it.

7.4. When creating an opportunity on introstars, an introseeker may include any additional terms and conditions for that opportunity that they consider appropriate. Please note, however, that in the event of any inconsistency, conflict or ambiguity between these Terms and the content of those additional terms and conditions, these Terms shall prevail.

8. Introductions

8.1. An introducer may make an introduction by selecting an opportunity and clicking on the ‘Make introduction’ button. Alternatively, the introducer may contact the introseeker via the introstars messaging system to discuss or obtain further information about the opportunity.

8.2. If the introducer seeks to make an introduction they will need to complete all relevant information about the lead requested by introstars. The introducer shall also be responsible for ensuring that the lead has given all required consents under applicable data protection legislation and any other applicable laws to enable the introducer to share the lead’s personal data with the introseeker.

8.3. Where the introducer has reviewed an opportunity on introstars, the introducer shall not introduce the lead to the introseeker outside introstars.

8.4. Following receipt of an introduction an introseeker may reject that introduction and will be required by introstars to give a reason for such rejection. If the introseeker rejects an introduction but subsequently completes a deal with the lead, the introseeker shall remain liable to pay the intro fee in accordance with section 9 below unless they have an acceptable reason for rejecting the introduction. Acceptable reasons may include, without limitation and subject to the provision of appropriate supporting evidence if required by us: (i) the introseeker is already working with the lead or their organisation; or (ii) another party has already introduced the lead to the introseeker; or (iii) the introseeker was already in discussions with the lead at the time the introduction was made.

9. Completion of a deal and payment of intro fee

9.1. Each introduction shall remain valid for a period of 12 months after it is made. For each deal completed between the introseeker and the lead during that period, the introseeker is liable to pay the applicable intro fee to us.

9.2. For the purposes of section 9.1 above, the meaning of “completion of a deal” will vary according to the nature of the introduction. By way of example and without limitation, where an introduction is made to a lead who is:

• 9.2.1. a potential customer, completion of a deal occurs when you receive a payment from the lead or the organisation that the lead represents for goods and/or services provided; or
• 9.2.2. a potential job candidate, completion of a deal occurs when the lead signs a contract to take up the offered role with you or the organisation that you represent; or
• 9.2.3. a potential investor, completion of a deal occurs when the sums invested by the lead (or the organisation that the lead represents) in your business (or the business of the organisation that you represent) have been paid or drawn down, as applicable.

9.3. Within 15 days of completion of each deal, the introseeker shall pay the applicable intro fee, as follows:

• 9.3.1. click on the “Pay intro fee” button in the introseeker’s dashboard on introstars;
• 9.3.2. provide all of the information relating to the deal that is requested by introstars (including the final deal amount and the applicable intro fee);
• 9.3.3. generate an invoice through introstars (which will include any VAT applicable to the intro fee); and
• 9.3.4. pay the invoice amount using Stripe.

9.4. All intro fees paid to us under these Terms shall be apportioned as follows:

• 9.4.1. we shall pay 90% of the intro fee to the introducer, within 7 days of us receiving the intro fee; and
• 9.4.2. we shall be entitled to retain the balance of 10% of the intro fee.

10. Warranties

10.1. While we make reasonable efforts to ensure that any material available for downloading from introstars is not contaminated in any way, we do not warrant that such material will be free from infection, viruses and/or similar code.

10.2. Due to the nature of software and the internet, we do not warrant that your access to, or the running of, introstars will be uninterrupted or error free. We may suspend, withdraw, discontinue or change all or any part of introstars without notice. We shall not be liable if we cannot process your details due to circumstances beyond our reasonable control.

10.3. The information provided on introstars is for general interest only and does not constitute specific advice. Although we make reasonable efforts to update the information on introstars, we make no representations, warranties or guarantees, whether express or implied, that the content on introstars is accurate, complete or up to date.

10.4. We give no warranty or guarantee that introstars or information available on it complies with any laws other than English law.

10.5. Except as specifically set out in these terms, to the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to introstars or any content on it, whether express or implied.

11. Breach of our content standards

11.1. When we consider that a breach of our content standards has occurred, we may take such action as we deem appropriate. Failure to comply with our content standards constitutes a material breach of these Terms, and may result in our taking all or any of the following actions:

• 11.1.1. immediate, temporary or permanent withdrawal of your right to use introstars;
• 11.1.2. immediate, temporary or permanent removal of any content uploaded or posted by you to introstars;
• 11.1.3. issue of a warning to you;
• 11.1.4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
• 11.1.5. further legal action against you; and/or
• 11.1.6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

12. Limitation of liability

12.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

12.2. Subject to section 12.1, we shall have no liability in respect of any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• 12.2.1. use of, or inability to use, introstars;
• 12.2.2. use of or reliance on any content displayed on introstars;
• 12.2.3. the quality of any goods or services advertised or provided by introseekers, or the organisation(s) they represent, through introstars;
• 12.2.4. any failures due to software or internet errors or unavailability, or any other circumstances beyond our reasonable control; or
• 12.2.5. any loss or damage caused by a virus, distributed denial of service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of introstars or to your downloading of any content on it, or any website linked to it.

12.3. Subject to section 12.1:

• 12.3.1. we exclude all implied conditions, warranties, representations, or other terms that may apply to introstars or any content on it.
• 12.3.2. we will not be liable to you for:
• • 12.3.2.1. loss of profits, sales, business, or revenue;
  • 12.3.2.2. business interruption;
  • 12.3.2.3. loss of anticipated savings;
  • 12.3.2.4. loss of business opportunity, goodwill, or reputation; or
  • 12.3.2.5. any indirect or consequential loss or damage.

13. Intellectual property rights

13.1. We are the owner or licensee of all intellectual property rights in and relating to introstars (including without limitation all copyright, database rights, trademarks, service marks, trading names, text, graphics, code, files, links, and other materials published on it). Our logos, trademarks, and/or service marks may not be copied or reproduced without our prior consent. All rights are reserved.

13.2. You must not copy, transmit, modify, republish, store (in whole or in part), frame, pass-off, or link to any material or information on or downloaded from introstars without our prior written consent.

14. General provisions

14.1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this agreement.

14.2. You may not assign, transfer, or delegate any or all of your rights or obligations under these Terms.

14.3. The contractual relationship under these Terms is between you and us. Nobody else can enforce these Terms and neither of us will need to ask anybody else to sign off on ending or changing that contractual relationship.

14.4. If a court or other authority decides that some of these Terms are unlawful, the rest of these Terms will continue to apply.

14.5. Our delay or failure to exercise or enforce any right or provision of these Terms shall not constitute or be construed as a waiver of such right to act.

14.6. We shall not be responsible for any breach of these terms caused by circumstances which are beyond our reasonable control.

14.7. Nothing in these Terms shall be construed to create a joint venture, partnership, or agency relationship between you and us and neither you nor we shall have any right or authority to incur any liability, debt, or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.

14.8. These Terms, their subject matter, and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction to resolve any dispute or claim relating to these Terms, their subject matter, or their formation.