1. Scope of Globatalent Services

Globatalent's core business is to provide athletes and clubs with access to peer-to-peer financing so that anyone in the world can invest in them and obtain a return depending on the professional evolution of the relevant club or athlete. With this purpose in mind, Globatalent has built and made available to investors, athletes and clubs a technology ecosystem consisting of an online marketplace in which most projects are shown to the public for the first time, which standardizes and digitizes the process of origination of the unsecured financing agreement (the “Tokenization Agreement”) that will be entered between athletes/clubs and investors to formalize the legal relation (the "Globatalent Marketplace") and an online trading platform that acts as a secondary market so investors may execute and ordinary non-recourse assignment of their contractual position under the aforementioned Tokenization Agreements in a frictionless way (the "Globatalent Exchange").

1.2 The Tokenization Agreement is a new type of financing agreement by means of which, the relevant club or athlete (the “Issuer”) receives peer-to-peer funding from investors all around the world (the “Investors”) in exchange for a percentage of the Issuer’s future revenues linked to its sports professional activity. The Tokenization Agreement does not follow the typical repayment scheme (i.e., each month the borrower pays an instalment in order to repay the loan, plus interest) instead, the repayment by the Issuer of the amount invested by the Investors will be dependant on the ability of the club or the athlete to generate income (for example, a tennis player that improves its performance and is able to climb positions in the ATP ranking, will be in a better position to turn out as a good investment for the Investors. On the other hand, in case the tennis player was not able to climb any position in the ATP ranking, it is less likely that Investors will see a return on their investment). Therefore, in exchange for a potential greater profit than the average lending investment, the Investors acknowledge and agree that there is a risk that upon the termination date, the amounts paid by the Issuer in connection with the Tokenization Agreement are inferior to the funding received by the Issuer initially. Just to clarify, in a Tokenization Agreement, the repayment of the funding provided and the interest rate are substituted by a payment that is contingent on the future performance of the athlete or club.

1.3 In this Terms, an Investor that purchases Tokens may also be referred to as a “Purchaser” and the term “Purchaser” may be used to jointly denominate Investors, Purchasers, Issuers and other third parties.

1.4 Once the Tokenization Agreement has been executed and, in order to ease the assignment of the contractual position of the Investors in the Globatalent Exchange, a number of tokens specific for each Tokenization Agreement will be generated (the “Tokens”). The Tokens represent a percentage of the contractual position of the Investors in the Tokenization Agreement (i.e., an Investor holding 3.5 Tokens, holds the 3.5% of the contractual position under the relevant Tokenization Agreement, being entitled to receive a 3.5% of the amount paid by the Issuer from time to time) and may only be issued in the Globatalent Marketplace (or in the Globatalent Exchange when applicable) and listed (the “Listing”) and traded in the Globatalent Marketplace. Each time a Token is transferred in the Globatalent Exchange, an assignment document will be generated automatically and stored by Globatalent (the “Assignment Document”).

1.5 To promote the Globatalent Marketplace and to increase the exposure of Listings to potential Purchasers and other Members, certain information referred to such Listings may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other content may be translated, in whole or in part, into other languages. Globatalent cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations.

1.6 While we may help facilitate the resolution of disputes, Globatalent has no control over and does not guarantee (i) the existence, quality, or legality of any Listings, (ii) the truth or accuracy of any Listing descriptions, ratings, reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Globatalent does not endorse any Member or Listing. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Globatalent about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to support any Listings, or communicate and interact with other Members, whether online or in person.

1.7 If you choose to use the Globatalent Marketplace or the Globatalent Exchange as an Issuer, your relationship with Globatalent is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Globatalent for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Globatalent. Globatalent does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms. You acknowledge and agree that you have complete discretion whether to carry out any Listings or otherwise engage in other business activities.

1.8 To promote the Globatalent Marketplace and Globatalent Exchange and to increase the exposure of Listings to potential Purchasers and other Members, certain information referred to such Listings may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other content may be translated, in whole or in part, into other languages. Globatalent cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations.

1.9 The Globatalent Marketplace and the Globatalent Exchange may contain links to third-party websites or resources ("Third-Party Services"). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Globatalent is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Globatalent of such Third-Party Services.

1.10 Globatalent is not responsible for outages or disruptions of the internet and telecommunications infrastructure which are beyond our control and can lead to interruptions in the availability of the Globatalent Marketplace or the Globatalent Exchange. Globatalent may, temporarily and under consideration of the Members’ legitimate interests (e.g. by providing prior notice), restrict the availability of the Globatalent Marketplace or the Globatalent Exchange or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Globatalent Marketplace or the Globatalent Exchange. Globatalent may improve, enhance and modify the Globatalent Marketplace or the Globatalent Exchange and introduce new services from time to time.

2. Eligibility, Using the Globatalent Marketplace, Member Verification

2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Globatalent Marketplace or the Globatalent Exchange or register an account (otherwise, you must be duly represented by a person who complies with the aforementioned requirements). By accessing or using the Globatalent Marketplace or the Globatalent Exchange you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

2.2 You will comply with any applicable laws in your local jurisdiction. You also represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited, sanctioned or restricted parties.

2.3 Globatalent may make access to and use of the Globatalent Marketplace or the Globatalent Exchange, or certain areas or features of the Globatalent Marketplace or the Globatalent Exchange, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting ratings or reviews thresholds, or a Member’s track record.

2.4 Globatalent, the Globatalent Marketplace and the Globatalent Exchange (i) do not accept any Members (including residents and citizens, or through agency or representation) in the following jurisdictions: Afghanistan, Bosnia And Herzegovina, Cayman Islands, Democratic People's Republic of Korea (DPRK), Ethiopia, Iran, Iraq, Pakistan, Syria, Sri Lanka, Trinidad and Tobago, Tunisia, Uganda, United States and Yemen, and (ii) may restrict trading activity for investors (including residents and citizens, or through agency or representation) in the following jurisdictions: United States, Canada, UK, Australia, France, South Africa, New Zealand, Japan, People’s Republic of China, Singapore, South Korea, Israel, Cayman Islands (all of the countries listed in this paragraph, the "Restricted Countries") . If a Member is not a resident or citizen of a Restricted Country but is travelling to any of these countries, such Member should acknowledge that (i) he shall not use Globatalent’s services while in any of the restricted countries, and (ii) Globatalent’s services may be unavailable and/or blocked in such countries.

2.5 By using the services, you represent that you are not a resident of the Restricted Countries and you are not accessing to the services from jurisdictions where their content or function may be illegal or is otherwise prohibited. You acknowledge that you are aware of the rules of your jurisdiction and will not use the services if such use is prohibited or otherwise violates the laws of your state, province, country, or other jurisdiction, and that you are solely responsible for determining compliance with all applicable local laws in your jurisdiction. We reserve the right to suspend or terminate your access to the services without prior notice if we determine, in our judgment, that you reside in a jurisdiction that prohibits the use of the services.

2.6 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.7 The access to or use of certain areas and features of the Globatalent Marketplace or the Globatalent Exchange may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Globatalent Marketplace or the Globatalent Exchange. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Globatalent Marketplace or the Globatalent Exchange, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

3. Modification of these Terms

Globatalent reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Website and update the "Last Updated" date at the top of these Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Globatalent Marketplace or the Globatalent Exchange will constitute acceptance of the revised Terms.

4. Account Registration

4.1 You must register an account ("Globatalent Account") to access and use certain features of the Globatalent Marketplace or the Globatalent Exchange, such as publishing a Listing or purchasing and selling Tokens. If you are registering a Globatalent Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register a Globatalent Account using an email address and creating a password.

4.3 You must provide accurate, current and complete information during the registration process and keep your Globatalent Account and public Globatalent Account profile page information up-to-date at all times.

4.4 You may not register more than one (1) Globatalent Account unless Globatalent authorizes you to do so. You may not assign or otherwise transfer your Globatalent Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your Globatalent Account credentials and may not disclose your credentials to any third party. You must immediately notify Globatalent if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Globatalent Account. You are liable for any and all activities conducted through your Globatalent Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.6 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.

4.7 Globatalent may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Globatalent Account. For example, we may enable eligible Members or certain third parties to create Listings on behalf of other Members. These features do not require that you share your credentials with any other person. No third party is authorized by Globatalent to ask for your credentials, and you shall not request the credentials of another Member.

5. Content

5.1 Globatalent may enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Globatalent Marketplace or the Globatalent Exchange ("Member Content"); and (ii) access and view Member Content and any content that Globatalent itself makes available on or through the Globatalent Marketplace or the Globatalent Exchange, including proprietary Globatalent content and any content licensed or authorized for use by or through Globatalent from a third party ("Globatalent Content" and together with Member Content, "Collective Content").

5.2 The Globatalent Marketplace, the Globatalent Exchange, Globatalent Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Globatalent Marketplace, the Globatalent Exchange and Globatalent Content, including all associated intellectual property rights, are the exclusive property of Globatalent and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Globatalent Marketplace, the Globatalent Exchange, Globatalent Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Globatalent used on or in connection with the Globatalent Marketplace, the Globatalent Exchange and Globatalent Content are trademarks or registered trademarks of Globatalent in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Globatalent Marketplace, Globatalent Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Globatalent Marketplace, the Globatalent Exchange or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Globatalent or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 By uploading, posting or otherwise making available any Member Content on or through the Globatalent Marketplace or the Globatalent Exchange, you grant to Globatalent a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Globatalent Marketplace or the Globatalent Exchange, in any media or platform. Insofar as Member Content includes personal information, such Member Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, Globatalent does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

5.5 You are solely responsible for all Member Content that you make available on or through the Globatalent Marketplace or the Globatalent Exchange. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Globatalent Marketplace or the Globatalent Exchange or you have all rights, licenses, consents and releases that are necessary to grant to Globatalent the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Globatalent’s use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.6 You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; or (v) promotes illegal or harmful activities or substances. Globatalent may remove or disable access to any Member Content that is in violation of applicable law or these Terms, or otherwise may be harmful or objectionable to Globatalent, its Members, third parties, or property. Where Globatalent removes or disables Member Content, Globatalent will notify a Member and provide the reasons for such a measure, unless such notification would (i) prevent or impede the detection or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of other Members or third parties, or (ii) contravene applicable laws. You may appeal such a decision by contacting customer service.

5.7 Globatalent respects copyright law and expects its Members to do the same. If you believe that any content on the Globatalent Marketplace or the Globatalent Exchange infringes copyrights you own, please notify us through customer service by sending an email to contact@globatalent.com.

6. Service Fees

6.1 Globatalent may charge fees to Issuers ("Issuers Fees") and/or Purchasers ("Purchasers Fees") (collectively, "Service Fees") in consideration for the use of the Globatalent Marketplace or the Globatalent Exchange.

Issuers’ service fees

Purchasers’ service fees

6.2 In addition to the Service Fees, Issuers and Purchasers may be required to use a variable amount of GBT tokens, issued by Globatalent, in order to carry out any transactions in the Globatalent Marketplace or the Globatalent Exchange.

6.3 Globatalent may charge a fee to the Members to cover the transaction costs for the deposit and/or withdrawal of funds or cryptocurrencies in of from the Globatalent Account (the “Deposit/Withdrawal Fee”). The Deposit/Withdrawal Fee will vary depending on the payment method chose by the relevant Member.

6.4 Any applicable Service Fees (including any applicable taxes) and Deposit/Withdrawal Fee will be displayed to an Issuer or Purchaser prior to the execution of the purchase/sell order of Tokens. Globatalent reserves the right to change the Service Fees and/or the Deposit/Withdrawal Fee at any time, and will provide Members adequate notice of any fee changes before they become effective.

6.5 You are responsible for paying any Service Fees and Deposit/Withdrawal Fees that you owe to Globatalent. Service Fees are not refundable.

7. Terms specific for Issuers

8. Terms specific for Purchasers

8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Globatalent, you can purchase Tokens from a Listing available on the Globatalent Marketplace or the Globatalent Exchange by following the respective purchasing process. The Listing Fee and any applicable taxes (collectively, "Total Fees") will be presented to you prior to purchasing the Tokens. You agree to pay the Total Fees for any purchases requested in connection with your Globatalent Account.

8.1.2 Upon receipt of a purchase confirmation from Globatalent, a legally binding agreement is formed between you and the relevant Issuer or Seller (as applicable). From that moment, the Purchaser becomes an Assignee under the relevant Tokenization Agreement previously entered into between the Issuer and Globatalent on behalf of the Original Lenders. Each Token represents a percentage of ownership of the Lender’s contractual position, granting the Purchaser all rights proportional to the amount of Tokens held. The Purchasers or Assignees will have no recourse whatsoever against any previous Lender, Assignee or against Globatalent.

8.1.3 The Purchaser mandates Globatalent to act on its behalf in case of enforcement against the Issuer due to a breach of the agreements binding the Issuer to the Purchaser and/or this Terms, or upon insolvency of the Issuer. Notwithstanding the foregoing Globatalent shall have total discretion whether to act on its own name or through a nominee on behalf of the Purchaser and whether to initiate any enforcement actions against the Issuer, being Globatalent free of any liabilities whatsoever arising in connection with its actions pursuant to the provisions of this paragraph.

9. Ratings and Reviews

9.1 Within a certain time frame before and/or after posting a Listing, Members approved by Globatalent as reviewers (the "Auditors") can leave a public review ("Review") and submit a rating ("Rating") about each Listing. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Globatalent. Ratings and Reviews are not verified by Globatalent for accuracy and may be incorrect or misleading.

9.2 Ratings and Reviews by Auditors must be accurate and may not contain any offensive or defamatory language.

9.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.

9.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Globatalent Marketplace (such as the Listing page) or on the Globatalent Exchange together with other relevant information such as number of Listings, description and updates on the business or professional activity of the Issuer and other information.

9.5 Auditors shall receive an incentive from Globatalent dependent on the number and quality of their Reviews or Ratings. Such incentive will be determined by Globatalent unilaterally and shall be disclosed.

10. Prohibited Activities

10.2 You acknowledge that Globatalent has no general obligation to monitor Member Content nor to actively seek facts or circumstances indicating illegal activity, but has the right to review, disable access to, or edit any Member Content, in order to (i) operate, secure and improve the security of the Globatalent Marketplace or the Globatalent Exchange (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Globatalent in good faith, and to provide Globatalent with such information and take such actions as may be reasonably requested by Globatalent with respect to any investigation undertaken by Globatalent or a representative of Globatalent regarding the use or abuse of the Globatalent Marketplace or the Globatalent Exchange.

10.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Globatalent by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

11. Term and Termination, Suspension and other Measures

11.1 This Agreement shall be effective until such time when you or Globatalent terminate the Agreement in accordance with this provision.

11.2 You may terminate this Agreement at any time by sending us an email. Issuers may only cancel their Globatalent Account once all their obligations under the Agreement, the Terms and any other agreement binding the Issuer with the Purchasers and/or Globatalent have been settled and no outstanding amounts are due. Purchasers may only cancel their Globatalent Marketplace in case no Tokens remain deposited in their Globatalent Account.

11.3 Without limiting our rights specified below, Globatalent may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

11.4 Globatalent may immediately, without notice, terminate this Agreement and/or stop providing access to the Globatalent Marketplace or Globatalent Exchange if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) such action is reasonably necessary to protect the personal safety or property of Globatalent, its Members, or third parties (for example in the case of fraudulent behavior of a Member).

11.6 When this Agreement has been terminated, you are not entitled to a restoration of your Globatalent Account or any of your Member Content. If your access to or use of the Globatalent Marketplace or Globatalent Exchange has been limited or your Globatalent Account has been suspended or this Agreement has been terminated by us, you may not register a new Globatalent Account or access and use the Globatalent Marketplace or the Globatalent Exchange through a Globatalent Account of another Member.

11.7 If Globatalent takes any of the measures described in this Section 11 you may appeal such a decision by contacting our customer service at contact@globatalent.com.

12. Appointment of Globatalent as Agent

12.1 Each Purchaser acquiring Tokens via the Globatalent Marketplace hereby appoints Globatalent as its agent solely for the limited purpose of representing the Purchaser upon the enforcement of this Terms or any other agreement binding the Issuer, the Purchaser and/or Globatalent, or upon the insolvency of the Issuer (the "Agent").

12.2 Each Member acknowledges and agrees that, notwithstanding the fact that Globatalent is not a party to the agreement between the Issuer and the Purchaser, Globatalent acts as the Agent in accordance with the provisions set out in the previous paragraph.

13. Rounding off

Globatalent generally supports payment amounts that are payable from or to Issuers or Purchasers to the smallest unit supported by a given currency (i.e., U.S. cents, Euro cents or other supported currencies). Where Globatalent’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, Globatalent may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Issuers or Purchasers to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, Euro or other supported currency); for example, Globatalent may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.

14. Liability

All implied conditions, warranties and/or representations, including but not limited to the implied conditions, warranties and/or representations of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy are excluded from these Terms to the extent that they may be excluded as a matter of applicable law. Further, Globatalent does not warrant that the Site will be uninterrupted or error free or that any defects will be corrected.

To the extent permitted by applicable law, Globatalent expressly disclaims all liability whatsoever arising whether in contract, tort (or deceit), breach of statutory duty, or otherwise (including, but not limited to, liability for any negligent acts or omissions), even if foreseeable, to any person in respect of any claims or losses of any nature, arising directly or indirectly from or in connection with: (i) anything done or the consequences of anything done or omitted to be done wholly or partly in reliance upon the whole or any part of the contents of this Site; and (ii) the use of any data or materials on this Site or unauthorised access to this Site or otherwise.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Globatalent (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, Globatalent OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO Globatalent DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

Globatalent will not be responsible for any breach of these Terms caused by circumstances beyond its reasonable control.

15. Advice

Information on the Site is not offered as advice on any particular matter and must not be treated as a substitute for specific advice. In particular Information on the Site does not constitute professional, financial or investment advice and must not be used as a basis for making investment decisions and is in no way intended, directly or indirectly, as an attempt to market or sell any type of financial instrument. Advice from a suitably qualified professional should always be sought in relation to any particular matter or circumstances.

The contents of this Site do not constitute an invitation to invest in, or constitute or form a part of any offer for the sale or subscription of, or any invitation to offer to buy or subscribe for, any securities or other financial instruments, nor should it or any part of it form the basis of, or be relied upon in any connection with any contract or commitment whatsoever.

16. Indemnity

You agree to defend, indemnify and hold harmless Globatalent (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, our Globatalent Services; (b) any feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.

17. Severability

If these Terms or any part of them should be determined to be illegal, invalid or otherwise unenforceable under the laws of any state or country in which these Terms are intended to be effective, then to the extent that they are so illegal, invalid or unenforceable, they shall in that state or country be treated as severed and deleted from these Terms and the remaining Terms shall survive and remain in full force and effect and continue to be binding and enforceable in that state or country.

18. Survival

Sections 2 (Eligibility, Using the Globatalent Marketplace and the Globatalent Exchange, Member Verification), 4 (Account Registration), 5 (Content), 12 (Appointment of Globatalent as Agent), 14 (Liability); 16 (Indemnity), 19 (Governing Law) and this Section 18 (Survival) shall survive any termination or expiration of these Terms.

19. Governing Law

These Terms shall be governed by, and construed in accordance with, the laws of England and Wales. Each party expressly and irrevocably agrees to submit to the exclusive jurisdiction of the courts of London, the United Kingdom over any claim or matter arising under or in connection with these Terms or the legal relationship established by them.