Version 1.1

‍

FB Ventures Pty Limited (ABN 63 670 888 758) (AFSL 553008) and FB Corp Limited (ABN 16 675 876 490)(AFSL 557810) referred to as ‘FB Ventures’, ‘FB Corp’, ‘our’, ‘we’ or ‘us’ operate the website www.fbventures.vc (including any subdomains) (the ‘Website’). FB Ventures is a licensed crowd-sourced funding (‘CSF’) intermediary and is authorised by the Australian Securities and Investment Commission (‘ASIC’) to provide an equity crowd-sourced funding service through FB Ventures platform on its website (the ‘Platform’). FB Corp operates under an AFSL issued by ASIC. FB Corp uses this website to offer certain services, and the following terms and conditions apply also to FB Corp, excluding those that are specific to CSF services.

These terms and conditions (‘Terms and Conditions’)govern your use of the Website and Platform. These Terms and Conditions constitute a binding agreement between you and FB Ventures or FB Corp.

Please carefully read the Terms and Conditions before using the Website and/or the Platform. By using the Website and/or the Platform, you acknowledge and agree that you have read and understood all the Terms and Conditions, the Privacy Policy, and any other referenced documents, and agree to be bound by them. If you do not agree with the Terms and Conditions or the Privacy Policy, you should refrain from accessing or using the Website and the Platform, or any services offered by us.
‍
We reserve the right to amend these Terms and Conditions (or any referenced documents) from time to time. Any amendments will be posted on the Website and the Platform and will take immediate effect. If you do not accept the changes, you must discontinue using the Website and the Platform, and refrain from using any services offered by us. By continuing to use the Website and the Platform you agree to the current version of the Terms and Conditions (including any amendments that apply to you).

We may assign our obligations under the Terms and Conditions, provided that the assignee undertakes to fulfil all obligations specified herein.

‍

Electronic communications

‍

By using our Website and/or Platform and participating in any crowd-sourced funding offer, you consent to using electronic means to agree to, or bind yourself to legal obligations. When you indicate your agreement or acceptance of terms and conditions, offers, or other documents through electronic means, you are considered to have agreed to or signed them.
‍
Where required by law, or otherwise, we will provide you with any necessary documentation electronically through links on the Website or Platform, or other electronic methods we choose to use. It is your responsibility to regularly check your email, the Website and the Platform for any such documents. We recommend printing or electronically storing important documents for future reference.  

‍

Usernames and passwords

‍

You play a critical role in safeguarding your personal information by keeping your password used on the Website or Platform confidential. Promptly notify us of any unauthorised use of your Website or Platform access or any security breaches. You are accountable for maintaining the security of your username and password (or other login details) and ensure their confidentiality.

‍

Intellectual property rights

‍

The Website and Platform, including all content, (such as text, graphics, icons, advertisements, photographs, databases, trademarks, and other information) contained herein (excluding Third-PartyContent), are owned by FB Ventures or FB Corp, its licensors, suppliers or clients. These Terms and Conditions do not transfer any intellectual property rights to you.

Subject to these Terms and Conditions and applicable laws, we grant you a personal, non-transferable, non-exclusive, and limited licence to download, access, view, use, and display FB Ventures and FB Corp’s content made available to you from time to time.
‍
You must not engage in any activities that violate or interfere with the intellectual property rights of FB Ventures or FB Corp, or the rights of any of our third-party licensors. This includes, but not limited to, distributing, reproducing, publicising, altering, modifying, creating derivatives works, or commercially exploiting FB Ventures or FB Corp’s content without our or the relevant third-party licensor prior written permission .
‍
All rights not expressly granted herein are reserved by us.

‍

Privacy

‍

By using the Website andPlatform, you affirm that you will provide accurate, current and complete information about yourself and any accounts held at third-party websites. If you are acting on behalf of a company or other entity, you confirm that you have the authority to disclose information about that entity to us. You also warrant that the information provided is accurate, current, and complete, and that you have the authority to bind the entity to these Terms and Conditions and any constituent documents.

By using and continuing the use of the Website and Platform, you authorise us and our service providers to access third-party websites designated by you to retrieve information as requested by you for the purpose of facilitating the services we provide. You appoint us and each service provider as your agent, with full power of substitution or resubstitution, to access third-party websites, servers, or documents, retrieve information, and use your information as described with full authority to perform all necessary actions in connection with such activities, as you could do in person.

You acknowledge and agree that when we or our service providers access and retrieve information from third-party websites, we do so as your agent. You agree that third-party account providers may rely on this authorisation and agency solely for the purposes outlined. Any personal information collected by us through the Website, the Platform or collected on behalf of us will be handled in accordance with our Privacy Policy.

‍

Third-party activities

‍

The Website and Platform may include links to websites operated by third parties where the content is not controlled by us (‘Linked Site’).

Links to Linked Sites are provided for convenience only. The presence of a link to a Linked Site does not signify our endorsement of that Linked Site or any content created or uploaded by a party other than by us. This includes all text, graphics, icons, advertisements, photographs, databases, trademarks, and other information created and/or uploaded by such parties (‘Third-Party Content’). We exercise no control over and assume no responsibility for any Linked Site or Third-Party Content.
‍
You access Linked Sites at your own risk, and we disclaim all guarantees and warranties, whether express or implied, regarding the accuracy, value, legality, or any other aspect of material or information controlled on a Linked Site and in Third-Party Content to the fullest extent permitted by law.
‍
Your use of Third-Party Content (including that found on Linked Sites) may be subject to the terms and conditions set by the third-party. It is your responsibility to review and comply with such terms.

‍

Liability

‍

We exclude all representations, warranties, guarantees, and conditions to the fullest extent permitted by law, whether express or implied (including those implied by statute, custom, or otherwise) except as expressly stated in these Terms and Conditions.
‍
The Website, Platform and content supplied by us is provided to you ‘as is’ and on an ‘as available’ basis, without any representation, endorsement, or warranty of any kind, whether express or implied. We do not guarantee continuous, uninterrupted, or secure access to the Website or Platform, nor that its servers are free of computer viruses, bugs, or other harmful components, or that any defects will be corrected. You may experience disruptions or other difficulties in using the Website or the Platform. You should consider the possibility of disruptions or other difficulties in using the Website or the Platform.

To the extent permitted by law, we assume no liability for any loss or cost you may incur as a result of or in connection with any disruptions or other difficulties in using the Website or the Platform.

We, and any party involved in creating, producing, or delivering the Website or the Platform, disclaim any liability, except where liability arises from unlawful actions, for the accuracy or completeness of the information on the Website or Platform, as well as any responsibility for errors or omissions inits content, to the fullest extent permitted by law.

We exclude all liability for any damages, or losses (including direct,indirect, incidental, consequential, special, punitive, or exemplary damages,or any loss of business, interest, goodwill, revenue, profit, loss orcorruption of data) arising from your access to use, inability to use, oraccess to the Website or Platform, or otherwise in connection with:

• Your reliance on the Website and Platform (including FB Ventures and FB Corp’s content, Linked Sites or Third-Party Content), however caused (including without limitation, damages or loss arising in contract, tort, negligence, statute or otherwise); and
• The accuracy, timeliness, credibility, quality, utility, or completeness of the information on the Website or Platform, and/or any error omissions in its content, whether or not we are aware of such errors or omissions.

You agree to indemnify us, our associates, officers, employees and agents from any loss, damage, expense, (including legal expense), and penalties incurred or suffered by any of them arising from:
‍
• Your material breach of investment documentation (including breach of representation, obligations or warranty);
• Any misuse or unauthorised use of FB Ventures or FB Corp’s content in breach of the investment documentation; and
• Any act of fraud or wilful misconduct by you on your behalf.

These obligations to indemnify for losses incurred by us, our associates, officers, employees, and agents under these Terms and Conditions are ongoing, separate and independent from their obligations. These obligations survive termination of these Terms and Conditions and are absolutely, unconditional, and unaffected by anything that might effect the liability of the party obligated to provide information.

These communications can be delivered by email or through our website. If you wish to opt-out of receiving these marketing communications, you can use the opt-out facilities provided in our marketing messages, except for communications through our website.

‍

Anti-money laundering

‍

In accordance, with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth)(‘AML/CTF Act’), we are obligated to identify and verify the identity of new investors (in certain cases, existing investors) in a crowd-sourced funding investment. To fulfil this requirement, we must collect specific information and documentation from each investor. Failure to provide this information will result in your application not progressing, and we cannot be held liable for any resulting loss. We may also need to request additional information from you to comply with ongoing customer due diligence obligations under the AML/CTF Act.

Under the AML/CTF Act, we are required to retain copies of the information and documentation collected from you and may, under certain circumstances, disclose this information to the Australian Transaction Reports and Analysis Centre(‘AUSTRAC’) or other government bodies. Except for disclosures permitted or required by the AML/CTF Act or statute, we will maintain confidentiality of your information in accordance with relevant legislation.

‍

FATCA and CRS

‍

The Foreign Account Tax Compliance Act (‘FATCA’) isa United States (‘US’) law that aims at preventing US citizens from evading income tax by investing in assets outside the US, including through financial institutions. FATCA mandates reporting of direct and indirect ownership of non-US accounts and entities by US persons to the US Internal Revenue Services (‘IRS’).

The Common Reporting Standard (‘CRS’), is a global standard endorsed by over 100 countries under the Organisation for Economic Cooperation and Development (‘OECD’). CRS facilitates the collection, reporting, and exchange of financial account information on foreign tax residents.
‍
To comply with these regulations, we collect necessary information to verify your FATCA and CRS status.

‍

Risk warning

‍

By accessing the Website and Platform, you acknowledge understanding and acceptance of the inherent risks associated with an investment in a CSF offer.

We do not provide any guarantees regarding future performance, profitability, dividend payments, or capital return for any investment on the Website or Platform.

Forward looking statements, including statement of opinion, projections, forecasts and other materials, are based on various assumptions, some of which may prove to be incorrect. None of our associates, officers, employees, agents, advisors or any other person associated with the Website or Platform make representations regarding the accuracy or likelihood of these forward-looking statement or their underlying assumptions.

Prior to making an investment you should read the CSF offer document, General Risk Warning, Financial Services Guide and any other documents relating to the investment and seek advice from your tax, legal and/or financial advisors before making any investment decisions through the Website and Platform.

‍

User Agreements and Acknowledgements

‍

A “CSF Issuer” refers to the company seeking to raise funds for their CSF offer via our Platform.

Before you participate in an expression of interest (‘EOI’) or CSF offer, you must agree that you have read the General Risk Warning, CSF offer document, Financial Services Guide and Terms and Conditions. If you do not agree to having read this material, you will not be able to proceed with your application.
‍
Investor type
‍
If you are a “retail” investor (under s738D of theCorporations Act 2001(Cth)) you agree that the maximum investment amount you can make for the same CSF Issuer in any 12-month period is AUD$10,000.

If you are a “wholesale” investor (s761G of the Corporations Act 2001 (Cth)) you agree to provide evidence that you meet a wholesale investor test (i.e. a valid accountant certificate, certifying you meet the relevant gross income or net asset thresholds).

Cooling-off rights
‍
As a “retail” investor, you have the right to withdraw your application under the CSF offer within five (5) business days of making the application. Information on how to exercise your cooling-off rights are available within the CSF offer document. If you decide to exercise your cooling-off rights, please send an email to investment@fbventures.vc within five (5) business days of submitting your application. Information on how to exercise your cooling-off rights are available within the CSF offer document. If you decide to exercise your cooling-off rights, we will withdraw your application and return your subscription amount as soon as practicable (if received).
‍
Accuracy of information provided to us
‍
In order to enter into andEOI for an investment in a CSF offer, you are required to provide necessary information relevant to an individual, company or trust. You agree that all information provided is accurate, true and not misleading.

Jurisdiction of services
‍
FB Ventures and FB Corp hold Australian Financial Services Licence (AFSL 553008 and AFSL 557810 respectfully) which are limited to providing their services within Australia. If you are a non-Australian investor, you are responsible for ensuring that it is lawful for you to participate in the services provided.
‍
Communication Facility
‍
You agree to abide by the Communication Facility Policy.
‍
Expression of Interest
‍
An EOI is not a commitment to invest, but an indication of your interest in a CSF Issuer’s offer, including receiving information about the CSF Issuer’s offer, their company news, updates and other related information, from the CSF Issuer.
‍
By participating in an EOI, you are not creating a binding legal relationship between yourself and the CSF Issuer. The CSF Issuer may close the EOI at any time and there is no guarantee a CSF Issuer will proceed from an EOI. To the maximum extent possible, FB Ventures does not accept any liability for any statement in an EOI.
‍
CSF offer timeframe
‍
A CSF offer is considered open from the time it is first published on our Platform. It can only be closed by us giving written notice on our Platform that the offer is closed. We have the power to close a CSF offer at any time, subject to the limit imposed by theHosting Agreement with the CSF Issuer, except a limit that would prevent us from closing an offer when required to do so under CSF regulatory guidance.

Closing an offer early may result in the offer not being regarded as ‘complete’ under CSF regulatory guidance. We will refund all application money to investor for any CSF offer that is closed but not completed. We are required to close a CSF offer at the earliest of the following times:
‍
• Three months after the offer is made.
• Any date specified in the CSF offer document as the offer closing date (in accordance with CSF regulatory guidance).
• When we consider the offer to be fully subscribed.
• When the CSF Issuer withdraws the offer.
• When our gatekeeper obligations necessitate the removal of the CSF offer document from our Platform.
‍
If we become aware that the CSF offer document is defective, we must suspend or close the CSF offer.
‍
Subscription agreement
‍
You must enter into a subscription agreement with the CSF Issuer. You agree to and are bound by the terms of the subscription agreement. If your account on the Website or Platform is terminated or suspended after applying, you will still be bound by the subscription agreement.
‍
Payment of subscription amount
‍
You must pay the subscription amount to FB Ventures. Your subscription amount is held in a trust account with an authorised deposit-taking institution in Australian until it is paid to the CSF Issuer, in accordance with the Corporations Act 2001 (Cth).
‍
You must pay the subscription amount in full in Australian dollars and cover any additional fees, including bank transfer or foreign exchange fees.
‍
You authorise FB Ventures to hold the subscription amount in our trust account and pay the CSF Issuer (without interest and minus any fees owed by the CSF Issuer to us) upon the successful completion of the CSF offer.
‍
If the CSF offer is closed without being fully funded, we will return your subscription amount to you, excluding interest.
‍
Paying the subscription amount in accordance with the subscription agreement will fully discharge your payment obligations to the CSF Issuer.
‍
Closure or withdrawal of CSF offer
‍
In the event a CSF Issuer does not meet its targeted investment amount by the closing date expressed within the CSF offer document, or the CSF offer is withdrawn or terminated before the following date:
‍
• The CSF Issuer will not receive the funding.
• The subscription of shares and issuance of shares will not take place.
• The subscription agreement between you and the CSF Issuer will be automatically terminated and become void.
• We will strive to return your subscription amount within 14 days of notifying you that the CSF offer was unsuccessful.
‍
Transfer of shares

We do not facilitate the transfer of shares issued via a CSF offer and provide no advice on whether shares issued under a CSF offer may be legally transferred. We are not liable for any issues arising from the transfer of shares issued under a CSF offer on our Platform. You and the CSF Issuer indemnify us against any losses or liabilities related to share transfers. You should contact the company you hold shares in and seek legal advice, if you wish to undertake a transfer of shares.  

‍