LEGAL NOTICE FOR ALL USERS

IDENTIFICATION

The website "www.pulsarconnect.com" (the "Domain") and its platform “Platform.pulsarconnect.com” (the “Platform”, and together with the Domain, the “Website”) are published by investorsBay France, a French société par actions simplifiée, having a registered capital of €62,956, entry No. 819 102 476 in the Paris Trade and Companies Register, whose registered office is located at 21, rue Clement Marot, 75008 Paris, France – Email: [email protected] – Telephone number: +33 1 76 41 03 85 (“Pulsar Connect” or the “Company”).

Mr Yaron Ernst is the President of the Company and Publication Director.

The Domain is hosted by the company Wix.com, whose registered office is located at 500, Terry Francois Blvd, San Francisco – CA 94158 – USA, telephone number +1 415-639-9034. The Platform is hosted by the company OVH, whose registered office is located at 2 rue Kellermann 59100 Roubaix, France, telephone number +33 9 72 10 10 07.

Access to the Platform and use of its contents takes place as described below. By clicking on the Platform the button marked “I accept the terms of use”, the user confirms his/her unreserved acceptance of the following provisions.

PLATFORM

  • The Platform includes social media functionalities, which Internet users may access, enabling institutional investors, asset managers and other financial professionals to share content, to be connected and to interact. The Platform designed by the Company is for communication purposes only, its users not being entitled and undertaking not:
    • - to post any prospectuses or marketing material on the Platform, nor
    • - to directly conduct trading or transactional activities on it.
  • The use of the Platform is made under the exclusive and sole responsibility of each user. As such, the Company does not check and cannot determine whether:
    • - a content should be posted on the Platform or not, including in consideration of the potential access to such content by users located world-wide and operating in various investing or financial segments;
    • - any product listed on the Platform is valid and/or eligible for investment, each user having to verify this with its own legal advisors.
    Additionally, the Company is not part of the transactions and other similar operations that may be concluded outside of the Platform, between users that have been connected on it.
  • Each user is solely responsible for the contents of any kind (textual, graphic, audio, visual content, data, information, messages, etc.) which it discloses, distributes and/or sends on the Platform. It guarantees to the Company and to third parties that it has all necessary rights and permissions to do so and further guarantees that such contents are lawful, do not undermine the rights of third parties, do not violate any statutory or regulatory provision or the terms and conditions herein described and, generally, are no likely to threaten civil or criminal liability of the Company. Each user undertakes to indemnify and hold the Company harmless from any and against all causes of action, lawsuits, costs, expenses, losses, obligations, damages, including reasonable attorneys’ fees, claims, suits and liability by other users and/or third parties that the Company may suffer or incur because of or in connection with the contents it hosts on the Platform.
  • Each user of the Platform warrants that:
    - he/she uses the platform on behalf of an institution
    - specifically, if the user is an investor, that he/she uses the platform as an "institutional investor" and not as an individual investor
    - he/she has the legal right to register to the Platform and use its functionalities
    - all of the information entered by the user is accurate to his/her best knowledge, including the information entered by the user within the user profile, his/her company profile, as well as his/her posts, chat messages, group discussions and any other communications on the Platform.
  • For its part, the Company has no knowledge of the contents posted by users on the Platform, on which it performs no moderation, selection, audit or control of any kind and for which it acts only as a hosting provider. Accordingly, the Company cannot be held responsible for the content, authored by the Platform’s users, since it does not participate in the use of the Platform, in the discussions or interactions between users, made under their exclusive and sole responsibility.

    Notwithstanding the foregoing, the Company reserves the right to withdraw the content posted by a user if such content is not in compliance with any of these terms and conditions and/or if another user or a third party has identified such content as being illicit and has notified to the Company in accordance with French law No. 2004-575 of 21 June 2004.

INTELLECTUAL PROPERTY

  • Ownership

    The Company is the holder of the Website's domain name. The Website as a whole and the various elements making it up (such as texts, structures, software, animations, photographs, videos, illustrations, diagrams, graphics, logos, etc.) constitute intellectual works protected under the provisions of Articles L. 111-1 et seq. of the French Intellectual Property Code. They are the exclusive property of the Company, which is solely entitled to use the said intellectual property rights and the corresponding personality rights, trademarks, models, intellectual works, software, databases, interpretations, and images of individuals, either on the score of its original title to same or by virtue of a license or express authorization.

  • Sanctions

    The use of all or part the Website, for example by means of downloading, reproduction, transmission, display or dissemination for any purpose other than their personal and private non-commercial use is strictly prohibited. Violation of the Company's rights renders any person guilty of this liable to the sanctions set forth in the French Intellectual Property Code for copyright infringement (Article L. 335-1 et seq.) and trademark infringement (Article L. 716-1 et seq.), and/or stipulated by the French Civil Code on the score of civil liability (Article 9, and Articles 1240 et seq.).

RESPONSIBILITY/LIABILITY

The Company will do everything possible to ensure that the information it provides directly on its Website is accurate, from reliable sources and up-to-date; it reserves the right to correct the content of the Website at any time, without prior notice. However, the Company cannot guarantee the accuracy, precision and exhaustiveness of the information made available on the Website, which information constitutes neither a guarantee nor an undertaking towards visitors to the Website on the part of the Company.

In particular, the Company cannot be held liable for:

  • - any imprecision, inaccuracy or omission affecting information available on the Website;
  • - for any harm or damage resulting from hacking by a third party that may led to the modification of information made available on the Website;
  • - and, speaking more generally, any direct or indirect damage, regardless of the causes, origins, nature and consequences thereof, due to anyone's having accessed the Website or to its being impossible to access it, as likewise due to use of the Website and/or the credit accorded to any information coming directly or indirectly from the latter.

PERSONAL DATA

  • Nature of personal data

    Personal data means all personal information (in particular: the login, password, surname, first name, date of birth, e-mail and postal addresses, etc.) which Internet users may provide to the Company for purposes of subscribing to its newsletter via the "BLOG" or "NEWSLETTER" section on the Website and/or when users are updating their profile on the Platform and/or in any message sent to the Website via the "CONTACT" section and/or when they use the Website and the services offered thereon.

    Whatever their type, such data can directly or indirectly enable the Company to identify Internet users and get to know them better, send them its newsletter and/or reply to their messages and/or facilitate their browsing of the Website and/or optimise the quality of the services offered to them.

    When the Internet user provides personal data, he/she undertakes to reply to the questions asked and provide to the Company for this purpose information that is complete, accurate, up-to-date and does not harm the interests or infringe the rights of third parties.

  • Consent

    No personal data are collected without the Internet user's consent. Internet users will be informed beforehand whether the data to be provided to the Company for purposes of data collection carried out on the Website is optional or mandatory. Internet users are not in any way obliged to provide personal data to the Company.

    However, in the event of refusal, the Company will not be able to send its newsletter or other updates to Internet users and/or reply to their messages and/or facilitate their browsing on the Website.

    If the Internet user does not wish or no longer wishes to receive the Company’s newsletter or other communications, he/she can notify the Company by sending an e-mail to the following address: [email protected] The Internet user also has the option to unsubscribe from the newsletter or other communications by clicking on the hypertext link directly featured in each issue of that newsletter or communication sent to him/her.

  • Person or entity responsible for processing personal data

    The Company is responsible for the collection and processing of personal data on the Website. It is the sole recipient of the personal data collected on the Website. Such personal data are not disclosed to third parties except if:

    • - the Internet users have given their prior consent to this,
    • - the said third party is intervening in the capacity of a Company’s subcontractor in the context of providing the Website and the services offered on it, and/or
    • - the Company has been ordered by a judicial authority or any other administrative authority to forward such data to it.
  • Internet user's rights

    In accordance with the French Data Protection Act, No. 78–17 of 6 January 1978, each Internet user has a right to access, correct, supplement, update, lock or delete his/her personal data and, on legitimate grounds, to object to processing thereof by the Company. To exercise these rights, the Internet user can contact the Company by e-mail at the following address: [email protected]

  • Cookies

    During browsing of the Website, data relating to the Internet user's browsing via his/her terminal (computer, tablet, smartphone, etc.) may be saved in "cookies" files (alphanumeric identifiers or other trackers) installed on the said terminal, subject to the following choices expressed by the Internet user regarding the said cookies (such choices may be amended at any time) and to the settings of the browsing software used.

    The storage duration of the data relating to the Internet user's browsing history supplied by the cookie on the Website will not exceed thirteen (13) months.

    Cookies enable the Company, without personally identifying the Internet user, to:

    • - save data relating to a form which he/she completed on the Website (subscription or access to his/her account) or to services or data which he/she chose or viewed on the Website;
    • - enable the Internet user to access reserved and private areas on the Website such as his/her account, using his/her logins and/or data previously provided;
    • - implement security measures, for example when the Internet user is asked to reconnect to content or a service after a certain time interval.

    Several options are offered to Internet users for managing cookies (thus, any settings made by the Internet user may affect his/her browsing on the Internet and his/her conditions of access to certain services on the Website requiring the use of cookies):

    • - the Internet user can configure his/her browsing software to allow the saving of cookies on his/her terminal or, on the contrary, can reject cookies, either systematically or according to the cookie issuing party. He/she can also configure his/her browsing software to accept or refuse cookies whenever cookies are sent, before a cookie can be saved on his/her terminal;
    • - if the Internet user sets his/her browser to accept the saving of cookies, the cookies integrated in the pages and content which he/she viewed may be temporarily stored in a dedicated space on his/her terminal. Cookies can be viewed in the said space by the issuer only;
    • - if, on the contrary, the Internet user refuses the saving of cookies on his/her terminal, or if he/she deletes those which are saved on the said terminal, he/she will no longer be able to benefit from a number of functionalities which are nevertheless required to view certain areas of the Website. This will be the case if he/she attempts to access content or services which require identification or when the Company
    • –or its technical service providers- cannot recognise, for the purpose of technical compatibility, the type of browser used by the Internet user's terminal, his/her language and display settings or the country where the said terminal appears to be connected to the Internet.

    In this case, the Company disclaims all liability for any consequences entailed in the impaired functioning of the Website and/or its services resulting from the impossibility if saving or viewing the cookies required to function, which the Internet user has refused or deleted.

    Each browser has different settings for managing cookies and Internet user choices. The browser settings are described in the said browser's help centre, to which the Internet user is advised to refer.

MODIFICATION

The Company hereby informs those consulting the Website that this legal notice may be modified at any time and shall be checked as often as Internet users access the Website. These modifications will be published by being put online and will be held to have been unreservedly accepted by any Internet user who accesses the Website after they have been put online.

DISPUTES

This legal information is drawn up in accordance with French law, in particular the provisions of the Act No. 2004-575 of 21 June 2004 concerning confidence in the digital economy, and of the French Data Protection Act No. 78–17 of 6 January 1978. The French courts are territorially competent to rule on any dispute relating to use of the Website, except in the event of any provisions to the contrary stemming from EC Regulation no. 44/2001 of 20 December 2000 concerning judicial competence and the acknowledgement and enforcement of decisions in civil and commercial cases (Brussels I).

For any question that an Internet user might wish to ask concerning use of the Website and/or concerning this legal notice, and for any request that he/she might wish to make to the Company, he/she may send a message via the "CONTACT" section in the Website and/or send an email to the following address: [email protected]

TERMS AND CONDITIONS FOR ASSET MANAGERS

Article 1 – The Company

investorsBay France, a French société par actions simplifiée, having a registered capital of € 62,956, entry No. 819 102 476 in the Paris Trade and Companies Register, whose registered office is located at 21, rue Clement Marot, 75008 Paris, France – VAT 38819102476 – Telephone: +33 1 76 41 03 85 – Email: [email protected] (the “Company”) has set up and operates a website, identified by the domain name: www.pulsarconnect.com (the “Website”).

Article 2 – Scope of the terms and conditions

2.1 These terms and conditions are applicable to all services described on the Website, organized by the Company (the “Services”) for:

  • entities managing financial and investments services and/or products (the “Asset Managers”), and
  • users personally seeking information on investments services and/or products (the “Institutional Investors”).

2.2 The Services include access to functionalities (the “Platform”), which the Asset Managers will be authorized to use in order:

  • to create a company account, upload, monitor, display and share contents on its activities, financial products and/or services;
  • to upload company information and documents onto separated data rooms;
  • to be listed on the Platform, to be connected and to interact with Institutional Investors and with other financial professionals; including sending messages and receiving information and data on selected prospects; it being underlined that an Asset Manager will not be entitled to contact and/or send messages to an Institutional Investor without having been:

    • - authorized to do so by the latter, or
    • - first contacted by said Institutional Investor; and/or
  • to benefit from ancillary services, such as services offered by other third parties (the “Partners”), under specific separate terms and conditions.

2.3 The Platform designed by the Company is for communication purposes only. The Asset Managers undertakes not:

  • to post any prospectuses or transactional documentation on the Platform, nor
  • to directly conduct selling, trading or other transactional activities on it.

The use of the Platform is made under the exclusive and sole responsibility of each Asset Manager. As such, the Company does not check and cannot determine whether:

  • a content should be posted on the Platform or not by the Asset Manager, including in consideration of the potential access to such content by institutional investors located world-wide and operating in various investing or financial segments;
  • any financial or investment product and/or service listed on the Platform is valid and/or eligible for investment, each Asset Manager having to verify this with its own legal advisors.

Additionally, the Company is not part of the transactions and other similar operations that may be concluded outside of the Platform, between the Asset Manager and users it has been connected to on the Platform.

2.4 Each Asset Manager is solely responsible for the contents of any kind (textual, graphic, audio, visual content, data, information, messages, etc.) which it discloses, distributes and/or sends on the Platform. It guarantees to the Company and to third parties that it has all necessary rights and permissions to do so and further guarantees that such contents are lawful, do not undermine the rights of third parties, do not violate any statutory or regulatory provision or the terms and conditions herein described and, generally, are no likely to threaten civil or criminal liability of the Company.

Each Asset Manager undertakes that the information, content and documents that it posts or shares on the Platform are true and accurate. Each Asset Manager undertakes to update its information, content and documents as needed from time to time when such information, content or documents become outdated or inaccurate.

Each Asset Manager undertakes to indemnify and hold the Company harmless from any and against all causes of action, lawsuits, costs, expenses, losses, obligations, damages, including reasonable attorneys’ fees, claims, suits and liability by other users and/or third parties that the Company may suffer or incur because of or in connection with the activities of the Asset Managers on the Platform and/or with the contents posted by the Asset Manager which are hosted on the Platform.

For its part, the Company has no knowledge of the Asset Manager’s activities and/or of the contents the latter posts on the Platform, on which the Company performs no moderation, selection, audit or control of any kind and for which it acts only as a hosting provider. Accordingly, the Company cannot be held responsible for the Asset Manager’s activities and/or for the content authored by the Asset Managers, since the Company does not participate in the use of the Platform, in the discussions or interactions between users, made under their exclusive and sole responsibility.

Notwithstanding the foregoing, the Company reserves the right to withdraw the content posted by an Asset Manager, if such content is not in compliance with any of these terms and conditions and/or if a user or a third party has identified such content as being illicit and has notified to the Company in accordance with French law No. 2004-575 of 21 June 2004.

Article 3 – Conditions of subscription

3.1 To subscribe to the Services and benefit from them, the Asset Manager undertakes to supply the Company with complete, accurate, up-to-date information to enable the Company to register its subscription and to supply the Services in compliance with these terms and conditions. Should the information be incomplete or incorrect and/or in violation of the terms and conditions, the Company reserves the right not to register the Asset Manager’s subscription and not to supply the Services.

When creating an account on the Website and when subscribing to the Services, the Asset Manager is required to provide certain data listed on the Website, such as name, address, telephone number, e-mail, invoicing address, payment method, etc. (the "Personal Data").

3.2 By subscribing to the Services, the Asset Manager agrees to the Personal Data being transmitted to the Company for the purpose of registering its subscription and supplying the Services. The Asset Manager further agrees that the Personal Data may also be shared with the Company's contracted partners, for the exclusive purpose of supplying the Services.

In compliance with applicable regulations on Personal Data protection, the Asset Manager has the right to access, change, correct and request the removal of its Personal Data from the Company's database. To exercise these rights, it should send an e-mail to [email protected]

For more information on the Company’s Personal data policy, the Asset Manager may refer to the Website’ legal notice.

Article 4 – Subscription process

4.1 By clicking on the Platform the button marked “I accept the terms of use” before confirming its subscription to the Services, the Asset Manager confirms and warrants that:

  • it manages funds and/or other financial products or services in favour of Institutional Investors, in compliance with its local mandatory statutory regulations;
  • it has the requisite legal right, capacity, power and authority to accept these terms and conditions and to consummate the transactions contemplated hereby;
  • it unconditionally accepts these terms and conditions.

These terms and conditions may be changed and updated from time to time by the Company, subject to the prior notification of the changed and updated terms and conditions to the Asset Manager. Should the latter refuse said changed and updated terms and conditions, it shall inform the Company by email and terminate its subscription to the Services accordingly.

4.2 Subscriptions to the Services shall comply strictly with the procedure described online by a series of screens indicating the successive phases the Asset Manager must follow, including:

  • identification on the Website;
  • selection of the Services requested, of the payment currency and method, as defined in Article 6.1 below; and review and confirmation;
  • payment including: entering its debit card/credit card number in compliance with the conditions of Article 6.2 below and clicking on the “ORDER AND PAYMENT” button before its credit card/debit card or bank account is debited and the account debit confirmation issued by the Asset Manager's bank is displayed.

4.3 The Company will then:

  • without delay, acknowledge receipt of the Asset Managers subscription by sending an automated email to the Asset Manager's email address, and
  • in a maximum seventy-tow (72)-hour period of time, grant the Asset Manager access to the Platform and supply the Services to the latter.

The Asset Manager formally agrees that the Services will be supplied by the Company in the maximum aforementioned seventy-tow (72)-hour period of time following its payment. Acting as a professional, it expressly acknowledges that it will not benefit from the right of withdrawal pursuant to article 16 (m) of the Directive No. 2011/83/EU dated October 25th, 2011 on the consumer rights. As a consequence, once the subscription to the Services has been registered and confirmed by the Company, the Asset Manager shall not be entitled to cancel and/or end its subscription and to be reimbursed of the billed price.

The Company and the Asset Manager e-mails and any automatic saving systems used on the Website shall count as proof of the agreement between both the Asset Manager and the Company, in particular as regards: the subscription to the Website, the nature and date of the Services purchased, the content of these terms and conditions, etc.

4.4 The Company will refuse any subscriptions that do not conform to these terms and conditions. If the Company becomes aware that a purchase of Services does not satisfy these terms and conditions, the Company will inform the Asset Manager by e-mail. If the latter fails to correct its purchase, the Company reserves the right to cancel the purchase and not to supply the corresponding Services.

Article 5 – Duration of the Services

5.1 The Services shall become effective as from the date mentioned in Article 4.3, and be valid for the period of time indicated on the Platform, as confirmed by the Company to the Asset Manager.

After said period of time, the Services shall automatically renew for successive similar periods of time.

Should one of the parties not wish to extend the duration of the Services or to terminate them before their expiry date, it shall notify the other at any moment by email to the other Party; it being agreed and understood that all payments owed, accrued and/or to be made by the Asset Manager before such notification shall remain due to the Company and be not refundable.

5.2 In the event of serious or repeated non-performance by either of the parties of any of its obligations, the Services may be ended and the Asset Manager’s subscription to the Services terminated by right, five (5) days after the sending of a notice of default by email, without the need to follow any legal procedure, which has remained wholly or partly without effect during that period.

Article 6 – Price of the Services and payment terms

6.1 During the Beta period of the Platform, which is expected to last 3-4 months, no charges will apply to the services provided on the Platform.

6.2 After the Beta period, the price (including taxes) and currency for the Services purchased by the Asset Manager will be automatically displayed on the Website, to be formally accepted by the latter as per Article 4.2 above. They will be further confirmed to the Asset Manager in the purchase confirmation e-mail mentioned in Article 4.3.

6.3 The Asset Manager's payment for the Services purchased shall be made by pre-authorized bank payment and by credit card/debit card using the following networks only: Visa, Mastercard, American Express.

Online payment by credit card/debit card is protected by SSL. All the Website pages under “https” are of a secured server operating in SSL mode (128 bits), to ensure the Asset Manager’s payment is securely processed.

The Asset Manager enters its credit card/debit card number and/or bank details via an online payment purchase form. The transaction is then made through banking security encrypted standards. In transmitting its bank details, the Asset Manager accepts in advance and unconditionally that the Company will perform the secure transaction. The Asset Manager therefore authorizes in advance its bank to debit its credit card/debit card or bank account in view of the records or statements transmitted by the Company, even in the absence of bills signed by the cardholder.

The Asset Manager account debit authorisation is always given for the price of the Services purchased, as selected by the Asset Manager and billed by the Company. The Company implements up-to-date secured and encrypted access to its server for online payment. It shall not be held responsible for the outcome and consequences whatsoever of unauthorised access and/or intrusion by a third party to the said server (e.g. hacking). In order to avoid any risk of hacking, the Company does not record the Asset Manager’s credit card/debit card number and/or bank details which are entered by the Asset Manager in the online payment purchase form.

Should it be impossible to debit the amounts owed by the Asset Manager for any reason whatsoever (refusal by the bank, etc.), the purchase shall be deemed cancelled and the Services will not be supplied by the Company.

Article 7 – Limitation of liability

The Company will do everything possible to ensure that the Platform operates correctly, that the information it provides directly on its Website is accurate, from reliable sources and up-to-date.

Notwithstanding the foregoing, the Company reserves the right to maintain its Platform and/or to correct the content of the Website at any time, without prior notice; the Company not guaranteeing the accuracy, precision and exhaustiveness of the information made available on the Website, which information constitutes neither a guarantee nor an undertaking towards visitors to the Website on the part of the Company.

In particular, the Company cannot be held liable by way of representation (unless fraudulent), common law duty or under any express or implied term of the terms and conditions for:

  • temporary suspension of the access to the Platform;
  • any imprecision, inaccuracy or omission affecting information available on the Website;
  • for any harm or damage resulting from hacking by a third party that may led to the Platform being not accessible, to the modification of information made available on the Website;
  • and, speaking more generally, any direct or indirect losses or damage, regardless of the causes, origins, nature and consequences thereof, due to anyone's having accessed the Website or to its being impossible to access it, as likewise due to use of the Website and/or the credit accorded to any information coming directly or indirectly from the latter.

Nothing in these terms and conditions means that the Company's liability to the Asset Manager for death or personal injury resulting from the Company's negligence or that of its employees, agents or sub-contractors is limited.

Article 8 – Event beyond the Company’s control – Force majeure

The Company will not be responsible for any failure to perform or, delay in performance of, any of its obligations under these terms and conditions that is caused by events outside its control (“Force Majeure”). In this context, Force Majeure events include (without limitation): war, riots, insurrection, social unrest, computer or telephone failures, severe disturbance in the security and coherence of the Internet, technical failures, unauthorised access and/or intrusions into the Website's secure and encrypted servers, strikes of all natures and Company procurement problems.

The Company shall inform the Asset Manager of such a Force Majeure event within fifteen (15) days of its occurrence. If the Force Majeure event continues beyond thirty (30) days, the Asset Manager may cancel the purchase and/or the Services in progress, which will be reimbursed by the Company as rapidly as possible by crediting the Asset Manager's credit card/debit card or bank account.

Article 9 – Non-waiver

The failure by the Company to enforce one or more of the provisions of these terms and conditions does not constitute a waiver of such rights or remedies and shall not relieve the Asset Manager from compliance with such obligations.

Article 10 – Validity of these terms and conditions

If any of the provisions in these terms and conditions is declared wholly or partly invalid, unlawful or unenforceable, the other provisions and other rights and obligations resulting from these terms and conditions will remain valid to the fullest extent permitted by law.

Article 11 – Applicable law and relevant jurisdiction

These terms and conditions are governed by French law.

In the event of a dispute on the wording, validity, interpretation, performance, or termination thereof, the parties agree to submit this dispute to the relevant Paris courts, including for preventive procedures and in the event of a summary proceeding, a petition, a third-party claim, or a plurality of defendants.

04/03/2017