‍Effective August 14, 2024

1. General

1.1 These Gilion Investor Network terms of service (“Agreement”) shall constitute a legally binding agreement between Gilion AB reg. no. 559264-9726, Eriksbergsgatan 27, 114 30, Stockholm, Sweden (“Gilion”, “we”, “our” and “us”) and the company that registered for the Platform as a customer (the “Customer”) (hereinafter each referred to as a “Party” and jointly as the “Parties”).
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1.2 This Agreement applies to the provision of the Services (as defined below) in addition to Gilion Platform’s terms of service.
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1.3 All capitalized terms not defined in this Agreement shall have the same meaning as in the Gilion Platform’s terms of service.

1.4 This Agreement is effective when the Customer requests introduction through the Platform (“Effective date”). Please read this Agreement carefully before using the Services.

1.5 By signing up for the Services, you represent and warrant that (i) you have the right to represent the Customer, (ii) you have full legal authority to bind the Customer to this Agreement, and (iii) that your agreement to this Agreement will be treated as the Customer’s.

1.6 In the case of any discrepancies or conflicts between this Agreement and Gilion Platform’s terms of service, this Agreement shall prevail.

2. Description of the Services

2.1 Gilion will provide access to the Gilion Investor Network feature of the Platform, enabling the Customer to request an introduction (“Matching Request”) to investors interested in equity investments (“Investors”) and potentially receive an introduction to Investors for the purpose of equity investments (“Services”).
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2.2 Upon the Customer’s Matching Request, the Customer accepts that its profile, equity raise needs, and other information shared through the Platform, together with the Matching Request, may be shared with any Investors in the Gilion Investor Network. Based on the Matching Request, the Customer will be informed if there is a match with any Investor(s) and will be able to receive an introduction to the relevant Investor(s) (if any).
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2.3 The Customer acknowledges that there is no guarantee that it will be matched with any Investor(s) and that Gilion is not obliged to source any Investors.

3. Customer Eligibility Criteria and Obligations

3.1. The Services are not (i) available to Customers whose shares constitute financial instruments, i.e., those classes of securities which are negotiable on the capital market (e.g., Swedish public companies) and (ii) permitted to be used for any purpose other than raising equity. By accepting this Agreement, the Customer represents that its shares do not constitute financial instruments pursuant to applicable law and that it will not use the Services for incurring loans or other debt instruments.

3.2 The Customer acknowledges that the provision of Customer Data, information about the Customer’s funding needs to Gilion is a pre-requesite for Gilion’s ability to provide the Services. The Customer guarantees that the information provided is correct, accurate and up-to date.

4. Gilion’s provision of the Services

4.1. Gilion works constantly with developing new features and functionalities. Gilion reserves the right to modify the Services by adding or removing features. By agreeing to this Agreement, the Customer acknowledges and agrees that the form and nature of the Services may change without prior notice to the Customer. The Customer acknowledges that the Service availability may differ from time to time and by market.
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4.2 The Customer acknowledges that the Services will be provided to the Customer on an “as is” basis. Gilion does not warrant that access to the Services will be uninterrupted or error free.

4.3 Gilion does not make any warranties or representations of any kind (whether expressed or implied) towards the Customer or any third party regarding the Services, including but not limited to undertakings that an introduction to an Investor will lead to an investment.

5. Changes to the Services, and this Agreement

5.1. Gilion may make a commercially reasonable update(s) to the Services or this Agreement from time to time. If the update(s) entails a material disadvantage to the Customer, Gilion will inform the Customer about the update(s) before they enter into force by e.g. posting a notice about the update(s) through the Platform.

5.2 Unless otherwise noted by Gilion, the update(s) that entails a material disadvantage will become effective thirty (30) days after the notification to the Customer. However, an update(s) required by applicable law will become effective immediately. If the Customer does not agree to the revised Agreement, the Customer shall stop using the Services and terminate this Agreement in accordance with Section 7.

5.3 The Customer’s continued use of the Services after such update(s) will constitute Customer’s consent to such change.

6. Limitation of Liability

In no event shall Gilion be liable towards the Customer for any indirect, incidental or consequential damage or any losses of production or profit as a result of the Customer's use of the Services. The limitations of Gilion's liability set out in this Section 6 shall not apply to damage caused by wilful intent or gross negligence.

7. Rights and obligations related to Customer Data and the Result

7.1. The Parties can terminate this Agreement at any time by notifying Gilion. A termination of this Agreement shall become effective on earliest of the first day of the next subscription period following the termination or at later date as agreed between the Parties. The Customer will have continued access to the Subscription for the remainder of the subscription period during which a termination occured.

7.2 To the extent permitted by applicable law, either Party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of this Agreement and fails to cure that breach within thirty (30) days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days.

7.3 In addition to Sections 7.2 and 7.3, Gilion may also terminate this Agreement immediately on written notice if Gilion reasonably believes that continued provision of the Services used by the Customer would violate applicable law(s) or this Agreement.

7.4 If this Agreement is terminated, then all rights and access to the Services will terminate unless otherwise described in this Agreement.

8. Miscellaneous

For the avoidance of doubt, Section 8 (Data Privacy), Section 9 (Intellectual Property Rights), Section 11 (Confidentiality), Section 15 (Miscellaneous) and the User Rules of the Gilion Platform’s terms of service shall also apply to this Agreement.

9. Applicable Law and Dispute Resolution

9.1. This Agreement shall be governed by the substantive law of Sweden, without regard to its choice of law provisions.

9.2 Any dispute, controversy or claim that solely regards this Agreement shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall, unless otherwise agreed between the Parties, be English. Any other dispute, controversy or claim shall be settled in accordance with the Loan Agreement (if entered into).

9.3 The Parties undertake and agree that any arbitral proceedings conducted with reference to this arbitration clause shall be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way its rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority, applicable stock exchange regulations or the regulations of any other recognized marketplace.