CONDITIONS APPLICABLE TO THE PARTICIPATIVE FINANCING SERVICES PROVIDED THROUGH THE PORTAL WWW.CAPITALCELL.ES

DOWNLOAD THE TERMS AND CONDITIONS FOR PROMOTERS

Summary of contents and customer information

1.1 Summary of Contents:

The present conditions regulate the participative financing services (the "PFP Service Conditions") provided through the website www.CapitalCell.es (the "Portal") and the requirements to be met by the clients in order to access them. Said services are limited to making known to the public, through the Portal, certain business projects (the "Project" or the "Projects") developed by companies (the "Promoters") that wish to carry them forward and obtain financing for them, putting them in contact with investors or fund providers registered in the Portal that seek a return on the investment, based on certain estimates of profitability (the "Investor" or the "Investors"). The Portal therefore allows its users to contact business projects and participate in their financing by taking a stake in their capital, through the mechanism known as collective financing or "crowdfunding".

The owner of the Portal is the company "PFP CAPITAL CELL S.L." (hereinafter referred to as "Capital Cell"), domiciled in 08025 Barcelona, C. Sant Antoni Maria Claret 167, Recinte Modernista Sant Pau, Pavelló Sant Manel, Office 1.9, provided with CIF B65998288 and registered in the Mercantile Registry of Barcelona in volume 43.671, folio 85, sheet B-435.042. The email address for queries is info@CapitalCell.net and the telephone number is +00 (34) 93 100 42 87. Capital Cell is a participatory financing platform authorized by the National Securities Market Commission in accordance with the provisions of Law 5/2015 of April 27, 2015, on the promotion of business financing ("LFFE").

The relationship between each Investor and the relevant Promoter (the "Clients" or individually the "Client") shall be governed by the terms of the investment contract or agreement (the "Investment Agreement" or "InvestmentAgreement") entered into between the Promoter and the Investors as provided in clause 4.3 of these Conditions and shall also include, to the extent applicable, the other clauses of these Conditions.

On the other hand, the relationship between Capital Cell and the Developer will be regulated through a specific publication agreement (the "Publication Agreement") which will establish the conditions relating to the publication of the Project on the Portal and the regulation of their relationship as a consequence thereof.

By accepting these PFP Terms of Service, the Customer represents:

Acceptance by the Clients shall be a prior and indispensable step to the use of the participative financing services. The present PFP Service Conditions, the fees, the terms of use, the privacy policy, the Investment Agreement and any particular conditions and documents accepted by the Client in the registration process or in the process of materializing an investment through the Portal constitute the entire agreement entered into between the Client and the Portal (the "Agreement") and supersede all prior commitments and agreements between the Client and the Portal. Capital Cell (the "Agreement") and supersede all prior commitments and agreements between the Client and the Client. Capital Cell.

1.2 Customer Information:

The Portal does not provide advice to the Clients in relation to the development or not of investments, nor does it assess the viability of the projects published therein, nor the convenience or not of carrying out a certain investment. Capital Cell is not an investment services company, nor a credit institution, nor is it a member of any investment guarantee fund or deposit guarantee fund.

In this regard, it is hereby stated that the Projects are not subject to authorization or supervision by the Comisión Nacional del Mercado de Valores ("....CNMV") nor by the Bank of Spain and the information provided by the Promoter has not been reviewed by said institutions nor, in the case of the issuance of securities, does it constitute a prospectus approved by the National Securities Market Commission. In particular, the activity of Capital Cell does not constitute the provision of investment services for the purposes of the provisions of the legislation in force, especially in the Securities Market Law, articles 62 and following. The information disclosed to the Investors with respect to each Project may include third party appraisals of its merits and feasibility, in which case the source of such appraisal shall be indicated, without being responsible for it. Capital Cell is not responsible for it.

The investment decision corresponds to each Investor, based on the merits that it observes of each Project and its respective Promoters, and is made at its own risk and shall imply that the Investor or the Promoter has carried out the verifications, studies and analyses that it considers pertinent to adopt the decision, for which it shall not be liable in any case. Capital Cell shall not be liable in any case. Capital Cell does not guarantee the success of the projects that are advertised on the Portal, nor the fulfillment of their respective profitability estimates, both those carried out by the Capital Cell and, as the case may be, the valuations of third parties. In this sense, each Investor shall assume the risk involved in the subscription of shares or assumption of shares of the Promoters through the Portal, and in particular the risk of total or partial loss of capital Invested (since there is no guarantee from the investment guarantee fund or the deposit guarantee fund), the risk of not obtaining the expected monetary return and lack of liquidity of the investment.

Likewise, in the event that the financing of the Project published through the Portal is through the issuance and subscription of shares or equity interests, the Investor shall assume at its own risk and expense the risk of dilution of its direct or indirect participation, the risk of not receiving dividends, not being able to influence the management of the Project or the Promoter and the risk derived from the restrictions to the free transferability inherent to the legal regime of the shares or equity interests subscribed as detailed in each case within the information disclosed to the Investors with respect to each Project.

The information disclosed to the Investors with respect to each Project may include third party appraisals of its merits and feasibility, in which case the source of such appraisal shall be indicated, without being responsible for the same. Capital Cell is not responsible for it.

Notwithstanding the foregoing, Capital Cell may make and publish valuations regarding the profitability of the Project based on the calculation procedure set forth in the following document (the "Project Profitability Calculation Procedure"):

The information published on the Web with respect to the different investment alternatives cannot be considered as investment advice, having, therefore, the value of commercial communications of a general nature.

The Projects published on the Portal are not subject to authorization or supervision by CNMV or by the Bank of Spain or by any other national or foreign regulator. The information provided by the Promoter in relation to the Projects will not be reviewed by such regulatory bodies and, without prejudice to the obligation to Capital Cell to assess with due diligence the admission of Projects and their compliance with the requirements set forth in Chapter IV of the LFFE and the fraud prevention measures implemented by the Promoter in relation to the Projects. Capital Cell as described in these PFP Service Conditions and in the Publication Agreement, Capital Cell is not responsible for the veracity of the information provided by the Promoters in the framework of such evaluation process.

The payments made between the Investors and the Promoter that are ordered through the functionalities made available to the Clients in the Portal will be outsourced to the payment service provider Pecunia Cards EDE, S.L.

2. Access to the Portal and use of the Services

Any person accessing the Portal and the information displayed therein shall have the status of user (the "User").

By the mere fact of accessing the Portal, it will be understood that you accept the following conditions of use of the Portal (the "Portal Conditions of Use").

In order to access to the participative financing services of Capital Cells participatory financing services, the User must register in the Portal as a "Registered User", accepting the present PFP Service Conditions and providing certain personal information for such purposes. Such information must be authentic and truthful, and it will be the User's responsibility to keep it updated when modifications occur. Capital Cell PFP reserves the right to exercise any claims and legal actions to which it may be entitled in the event of the use of false information, assumed names or incorrect or incomplete contact details. In particular, Capital Cell reserves the right to cancel the account of any User who has provided false, inaccurate, incomplete or inconsistent information at the time of registration or thereafter.

The registration in the "User Area" will imply the creation of an exclusive account for each User, identified with a "User Name" and protected with an "Access Password". The User will be responsible before Capital Cell of all the actions that are carried out through his/her respective account, being his/her responsibility to maintain at all times the confidentiality of his/her Access Password and to communicate immediately to Capital Cell any incident that may occur in relation to his/her account or with said Access Key.

Registration for the use of the Portal is free of charge, without prejudice to the fees applicable to the provision of services by the Promoters in relation to each Project, which will be paid by the companies through which the Projects published on the Portal are developed. Capital Cell to the Promoters in relation to each Project, which shall be borne by the companies through which the Projects published in the Portal are developed. In addition, both Investors and Promoters may be charged, as the case may be, those expenses or charges that are indicated at the time of registration, in accordance with the provisions of these Conditions and in the brochure of fees published on the Portal and which forms part of these Conditions.

Only persons who are of legal age and have full capacity to act in accordance with their personal law may access the User Area and act as Registered Users.

In particular, it is the exclusive responsibility of the Users to comply with their fiscal, tax and administrative obligations, as well as the presentation of all declarations and data required by the applicable regulations.

Capital Cell shall not be liable for the breach of any legal or contractual obligation by the Users, who shall hold the Portal harmless for any damage, loss or injury that may be suffered as a result of such breach.

Capital Cell additionally offers the Clients a remote communication channel so that they can contact each other, before, during and after the actions that give rise to the formalization of the Investment Agreement.

The communication channel among the Investors themselves, as well as between the Promoter and the Investors, enabled by Capital Cell through the Web, will guarantee that all the information sent through that channel will be accessible to the rest of the Investors through its publication in an easily visible place of the Web.

Capital Cell shall make available to the Investors, upon request, the information sent through the communication channel set up for this purpose, on a durable medium and for a period of no less than five (5) years from the closing of the fund raising.

3. Publication of Projects in the Portal

3.1. Application for publication and registration of the Project

Any Registered User may propose to Capital Cell the publication of one or more Projects in the Portal, through a specific section provided for this purpose in the User Area.

Such request shall not imply any obligation of Capital Cell in relation to the respective Project, the publication of which on the Portal shall be subject to the provisions of this Clause 3 and subject in any case to the Promoter meeting the conditions set forth in Chapter IV of the LFFE and to the signing of the corresponding Publication Agreement (as defined below).

Notwithstanding the foregoing, the Promoter may only publish one Project on the Portal at a time. Therefore, the request for publication of a new project will be rejected until the financing round of the Project that has been published on the Portal has been completed.

The request for registration of a Project confers to the User the status of "Promoter" with respect to the same.

As soon as it receives a Project registration request through the User Area, it will analyze the information provided and will contact the Developer directly Capital Cell receives a request for Project registration through the User Area, it will analyze the information provided and will contact the Developer directly to request any clarifications or additional specifications it may find appropriate. For such purposes, Capital Cell may provide lists or forms listing the minimum information necessary to analyze the eligibility of each Project in accordance with these PFP Service Conditions.

The information provided by the Developer shall be complete, truthful and sufficient. Capital Cell The Promoter shall at all times maintain the confidentiality of the information provided, and shall use it exclusively for the purpose of verifying the seriousness of the proposed Project and the personal conditions and identity of the Promoter.

Capital Cell may make such inquiries and verifications as it deems pertinent in any public registry (including but not limited to the Mercantile, Property, Movable Property, Trademark and Patent Registries, etc.), as well as in registries of unpaid debts and other publicly accessible databases (public or privately owned) in relation to the Promoter, its current or planned partners and administrators and the entities of its business group, if any. For such purposes, Capital Cell it may request the provision of funds in its favor by the Promoter, indicating the sources to be used and the estimated costs thereof. Once the search for information has been carried out, Capital Cell shall issue the corresponding invoice, charging the costs incurred.

Capital Cell in order to evaluate the Project, prove its identity, prevent fraud and incorporate the data in the Publication Agreement, may request from the Promoter, among others, the following documentation and information:

It may also perform a due diligence Capital Cell may also conduct a legal and financial audit(due diligence) for which it will request from the Promoter, among other things, the following Capital Cell will request from the Promoter, among others, the extract of the Project, product or service object of the Project, market and detected need, information related to the investment team, finances and activity of the Promoter company.

The information and documentation that may be requested Capital Cell may be requested from the Promoter may vary depending on the stage and size of the Promoter company.

3.2. Entity for the promotion of the Project

The Projects published on the Portal must be carried out through an entity with legal personality duly constituted in accordance with Spanish law. In the event that the Project is proposed by a natural person or by an entity that does not meet the above conditions, the identity and other data corresponding to the legal entity that will act as Promoter of the Project must be specified.

In the event that the Promoter entity has not been incorporated at the time the request for publication of the Project is made, it shall provide to Capital Cell all the information concerning the entity to be incorporated, including in particular the legal form chosen, the composition and ownership of its capital, its governing and administrative bodies, its registered office and other information required by Capital Cell.

For the publication of the Project in the Portal, the Promoter entity must be validly constituted. However, the publication of Projects by entities in the process of incorporation will be admitted when the pending procedure is the registration in the corresponding public registry, provided that such registration has been requested and is in process. In such case, the Publication Agreement shall establish a maximum term for the complete registration of the Promoter entity, the non-compliance of which shall determine the cancellation of the financing round, with the effects set forth in Clause 3.7 for the case of withdrawal by the Promoter.

The promoters or partners of the Promoter, the administrative body of the Promoter or the members of its Board of Directors may not be disqualified in accordance with the provisions of Law 22/2003, of July 9, 2003, on Bankruptcy, nor may they be serving a sentence for committing crimes or misdemeanors against assets, money laundering, the socioeconomic order, the Public Treasury or Social Security.

3.3. Business definition of the Project

The Projects that are advertised on the Portal must comply with certain specifications regarding the information that will be published. Such specifications are intended to allow a comparison between one Project and another on equal terms, and to allow the strengths and risks of each Project to be presented in a clear, homogeneous, non-discriminatory and transparent manner.

The Promoter shall provide a general description of the Project to be published by the Portal that shall be concise and in non-technical language, which may provide the necessary information to enable an average investor to make an informed judgment on the Project's financing decision.

During the admission process of a Project, Capital Cell may provide the Promoter with a template or format to which the presentation of the Project and the business project it involves must be adapted. In those cases in which the Promoter does not have or has not developed the necessary information to complete this template, Capital Cell may propose the participation of specialized professionals who can support the Promoter in the complete development of the business project. The services of such professionals will be subject to the fees that they freely agree with the Promoter.

The Promoter shall be responsible to the investors for the information it provides to Capital Cell for its publication, exempting Capital Cell from any liability arising therefrom.

3.4. Compliance with legal and contractual obligations

It is the Promoter's responsibility to strictly comply with all legal and contractual obligations applicable to it, including in particular without limitation:

Processing and obtaining the administrative licenses and permits required according to the scope of the activity and the nature of the Project, including in particular the activity licenses and permits and those related to environmental regulations.

Fiscal, tax and social security obligations, making the corresponding declarations and settlements in due time and form and paying the corresponding amounts on their respective due dates.

Obligations of a contractual nature with third parties, and must refrain from using the Portal in such a way that implies a breach of such obligations that may negatively affect the implementation and development of the Project.

Compliance with the requirements and procedures applicable to the implementation of the investments and disbursements resulting from the financing round announced in the Portal.

3.5. Publication of the Project in the Portal and initiation of the financing round.

As soon as Capital Cell it has completed to its satisfaction the checks referred to in Section 3.2 above and the Developer has provided it with the information relating to the Project in accordance with the specifications referred to in Section 3.3 above, the Developer and the Promoter shall enter into a publication agreement (the "Publication Agreement") to regulate the terms and conditions of publication, Capital Cell and the Developer shall enter into a publication agreement (the "Publication Agreement") aimed at regulating the publication conditions, containing the stipulations they deem necessary to adapt and implement the provisions of these PFP Service Conditions to the particular characteristics of the Project.

In particular, the Publication Agreement shall contain:

3.6. Form of participative financing

The participative financing of the Projects by the Investors will consist of their participation in the capital stock of the Promoter companies.

For this purpose, the Promoters will take the form of a limited liability company or a public limited company as provided in Royal Legislative Decree 1/2010, of July 2, 2010, approving the revised text of the Capital Companies Act (the "LSC").

Such Promoters may offer the participation of the Investors in their capital stock, by means of the assumption or subscription by the Investors of new corporate participations or shares to be issued within the framework of a capital increase.

The shares issued by the Promoter may be considered as non-voting shares as provided for in Articles 98 and following of the Capital Companies Law. In this case, the profitability of the investment will be determined by a preferential dividend consisting of a minimum annual dividend, fixed or variable, which will be established in the Promoter's Articles of Association and which will be determined through the aforementioned parameters indicative of the evolution of the Project. Likewise, the Promoter's Articles of Association may establish certain clauses (e.g., rights to accompany or carry forward in the event of the sale of a majority percentage of the company in which they have invested Invested) to regulate the divestment channels available to the Investors for the recovery of the paid-up capital.

3.7. Promoter's right of withdrawal

The Promoter may withdraw from the financing round at any time prior to the deadline set for the conclusion of the financing round.

The Publication Agreement shall establish the penalty to be paid by the Promoter in favor of the Investors on the occasion of the withdrawal, as well as the additional guarantees necessary to avoid the use of this right to the detriment of the rights and Capital Cell on the occasion of the withdrawal, as well as the additional guarantees necessary to prevent the use of this right to the detriment of the rights and expectations of the Investors and of Capital Cell. In any case, the exercise of this right by the Promoter shall comply with the principles of good faith and transparency, and may not be used as a way of taking advantage of the public knowledge of the Project after its publication on the Portal, excluding the payment of the fees provided for in favor of Capital Cell.

The process for the return of amounts that have been disbursed by the Investors so far by means of a payment gateway shall be regulated in accordance with the provisions of point 4.4.3 of these PFP Service Conditions.

3.8. Information regarding the outcome of the financing round

The Promoter shall keep the Capital Cell about the status of the financing round, so that the progress of the fundraising at each moment is duly reflected on the Portal for the information of Registered Users and Investors, and in particular for the purpose of determining the achievement of the minimum thresholds that determine the success of the financing round.

3.9. Relationship with Investors

Although the terms to be offered to the Investors through the Portal will be set out in the Publication Agreement and in the Investment Agreement published and entered into through the Portal, the Promoter shall not have any involvement in the relationship established between the Promoter and the Investors as a result of the financing round or the contracts entered into between them, Capital Cell will have no involvement in the relationship established between the Promoter and the Investors as a result of the financing round or the contracts entered into between them.

Consequently, the Promoter and the Investors shall be solely responsible for the compliance with the Investment Agreement, as well as with these Conditions, without any liability whatsoever to the Promoter or the Investors as a consequence of the total or partial non-compliance by any of them with the terms and conditions set forth in the aforementioned agreements. Capital Cell any liability whatsoever to the Promoter or the Investors as a consequence of the total or partial breach by any of them of the terms and conditions set forth in the aforementioned agreements.

3.10. Diligent execution of the Project and guarantees of transparency.

The Promoter shall develop the Project under the terms that have been published in the Portal and in conditions of transparency with the Investors.

For such purposes, the obligations assumed by the Promoter with respect to the Investors by virtue of the Investment Agreement shall include the duty to provide a periodic report on the development of the Project, indicating compliance with the milestones and objectives foreseen, as well as, if applicable, any deviations from the initial forecasts and estimates.

The Publication Agreement and the Investment Agreement shall regulate the periodicity of such reports and their minimum contents, in accordance with the characteristics of the Project and the Promoter. Likewise, such agreements shall regulate the transparency guarantees established for the benefit of the Investors, including in particular the obligation to submit the annual accounts of the Promoter to verification and audit report as provided in articles 263 and following of the LSC, even if the Promoter is not legally obliged to such verification.

3.11. Cost of Services

Capital Cell shall be entitled to receive from the Promoter a commission calculated as a percentage of the total investments raised by the Project during the financing round.

The Publication Agreement shall establish the means and terms of payment of such commission by the Promoter, as well as the percentage of commission applicable to each Project, according to the following scale:

  Amount of total investment requested   Commission percentage
  Up to €1,500,000   7% in cash
  More than 1,500,000   To be determined by specific agreement

In any event, the value of Capital Cell's commission will be increased by the rate corresponding to the Value Added Tax applicable at any point in time.

This is an optional service that will only be billed in the event that it is specifically contracted by the Promoter client and regardless of whether the financing round is successfully closed.

This service will be provided indefinitely, and the remuneration for this service will be included in the success fees invoiced by Capital Cell in case of successful closing of the financing round.

This is an optional service that will only be billed if specifically contracted by the Promoter client and regardless of whether the financing round is successfully closed. This service will be provided in the event that the standard contractual templates made available by the Capital Cell available to the Client need to be adapted for the financing round in view of the specific circumstances of the Promoter.

In addition, Capital Cell may charge the expenses incurred on behalf of the Promoter client (e.g.: travel, translations, legal advice for the revision of the Promoter's Bylaws and legal information, preparation of communication and advertising material such as presentations, videos, websites, etc.), for which it shall issue the corresponding invoices for expenses and supplies, providing copies of the supporting documents that prove the same.

Expenses shall be reimbursed in accordance with the provisions of the publication agreement signed with each client. Capital Cell will be re-invoiced for those expenses that are directly related to and caused by the services rendered by the Company to its customers. Capital Cell to its clients.

4. Project selection and investment realization

4.1. Access to the list and to the information related to the Projects

Through the User Area, Registered Users may access the list of Projects that are being published on the Portal at any given time.

The list will contain a minimum description of each Project, as well as the minimum amount necessary for the effectiveness of the Project and achievement of the financing round at any given time.

Likewise, each Project will have a specific page (the "Project Page"), which will be accessible from the list of Projects, which will set forth all the information provided by the Promoter in relation to the Project, as well as the terms and conditions offered for the participation of the Investors in the Project.

4.2. Project Selection by the Investor

At the moment in which a Registered User decides to participate in a certain Project and to carry out the necessary investment to such effects, he/she will have to manifest it through the menu of options that will be made available to him/her in the Page of the Project. From the moment in which it completes the necessary steps and gives its consent to the commitments that are indicated in the same one, the registered User will assume the condition of Investor to the effects of the present Conditions.

4.3. Investment Agreement between the Promoter and the Investor

The investment decision expressed by the Investor through the Portal on the Project Page, shall entail its consent to the subscription or formalization by the Investor of the Investment Agreement referred to in these Conditions.

The Investment Agreement will detail the procedure to be applied for the execution of the corresponding capital increase, the number of shares or equity interests to be attributed to each Investor as a result of the disbursement made and the other conditions relating to the relationship (i) between the Investor and the Promoter, (ii) between the Investor and the reference partner(s) of the Promoter, and (iii) between such reference partner(s) and the Project.

Likewise, a draft of the Bylaws to be adopted by the Promoter simultaneously with the approval of the capital increase will be included as an annex, which should reflect the terms of the Investment Agreement as far as possible within the framework of the corporate regulations applicable at any given time.

The Investor will express its consent to the Investment Agreement through the Portal, and a copy of the same will be sent in electronic format to the Investor's e-mail address declared to Capital Cell from time to time.

Additionally, the Investment Agreement itself will provide that at the time the disbursement is made, a copy duly signed by the Promoter will be made available to the Investor, as well as, if applicable, a copy of the instruments related to the capital increase once they have been granted.

As indicated in Clause 3.9 of these Conditions, the Investment Agreement shall constitute a direct contractual relationship between the Investor and the Promoter and between the Investors, as the case may be, to which the Investor is not a party. Capital Cell. In particular, Capital Cell does not guarantee the performance by the Promoter or the Investors of the obligations incumbent on each of them under the Investment Agreement, nor the veracity of the information published on the Portal on the basis of which the Investor has made its investment decision.

It is the Investor's responsibility to analyze the characteristics of each Project and its Promoters, its viability prospects and the probability of compliance with the estimated profitability of its investment. Likewise, in case of breach by the Promoter of any of its obligations, it shall be the sole responsibility of the Investor to exercise the corresponding legal actions in defense of its interest.

4.4. Investment disbursement

4.4.1. Payment methods

As part of the process by which the Investor will express its consent to the Investment Agreement, the Portal offers the Investor the payment facility Marketpay, both to make disbursements by credit card charge and by bank transfer.

Capital Cell holds the investments in an escrow account until the amount required for the campaign to be considered successful is reached. Once this occurs, the full amount invested is transferred to the target company of the project. The opening and maintenance of an escrow account does not have any cost for the Investor, and does not entail any opening or maintenance fees, neither for the transfers issued nor for those received. This escrow account guarantees that only clean money can access the investment round, and guarantees that the target company will only receive the investment if the campaign is properly executed, and the transaction has been properly executed.

The mechanism for the communication of customer data and the execution of the payment will be determined by the relevant payment institution.

The Investor, by virtue of these PFP Terms of Service, authorizes and mandates in favor of Capital Cell in relation to the operational management and issuance of payment orders against the funds deposited by the Investor at Marketpay.

In this regard, the Investor acknowledges and agrees that Capital Cellin its capacity as "Web Partner" as such term is defined in the contractual documentation entered into between the Investor and Marketpay, shall only authorize payments in favor of (i) those Developers whose projects the Investor has committed to finance or invest through the Portal or (ii) the Investor itself; all in accordance with the provisions of the Investment Agreement and these PFP Service Terms and Conditions and in accordance with the instructions that the Investor has transmitted from time to time to Capital Cell through the Portal.

The validity of the Investment Agreement shall be subject to the condition precedent consisting in the effective sufficiency of the funds blocked in the said deposit account at Marketpay within seven (7) days from the date of the execution of the Agreement. In the event that such funds do not exist, the Investment Agreement shall not enter into force and shall be null and void. To this effect, Capital Cell shall send a notice to the Investor when, after three (3) days, sufficient funds have not been deposited in the account of Marketpay.

In the event that the conditions foreseen for the disbursement of the investment are fulfilled, Capital Cell it shall order the unblocking of the amounts in the Promoter's bank account, as described in section 4.5 below.

4.4.2. Return of Amounts to the Investor. Repentance period.

Capital Cell shall order Marketpay to release the Investor's blocked funds and thereby release the Investor from the commitment to make the committed disbursements, all under the conditions to be stated, in the following cases:

Repentance period: Both the Investor and the Promoter shall have a period of seven (7) days from the date of execution of the respective Investment Agreement to express their "repentance" of the same, leaving it without the need to state any reason whatsoever. By exception, the period of repentance shall be shorter in those Investment Agreements entered into less than 7 days prior to the deadline of the financing round, so that it may only be exercised up to the day before said deadline.

For the purposes of giving effect to its repentance, the Promoter or the Investor, as the case may be, shall communicate to its counterparty and to Capital Cell (to the address info@CapitalCell.net) of their will to exercise this option, and must send this communication within the indicated period of repentance.

On the other hand, in the event that the financing round is unsuccessful, Capital Cell it will order the release of the amount committed by the Investor and transferred by the latter through the payment institution.

In the event of withdrawal by the Promoter as provided in section 3.7, Capital Cell shall order the release of the amount that has been blocked and the Promoter shall be obliged (i) to pay the Investor a penalty equivalent to seven and a half (7.5%) percent of the investment committed by the Investor; and (ii) to pay a percentage to be determined in the Publication Agreement of the amount disbursed by all the Investors, as a commission to be determined in the Publication Agreement. Capital Cell a percentage to be determined in the Publication Agreement of the amount disbursed by all the Investors, as a service fee.

Likewise, in the event that it detects the existence of false, incomplete or outdated data in the information of each Investor with which it has at any time or which has been provided during the process of adhesion to a Project, it will Capital Cell information of each Investor at any time or that has been provided during the process of adhesion to a Project, Capital Cell may revoke the Investor's investment in the Project in question. In such a case, Capital Cell shall return to the Investor the amount disbursed, without prejudice to the power of Capital Cell and of the Promoter to claim from the Investor the reimbursement of damages and additional costs caused by this circumstance.

4.4.3. Investor Waiting List

The Project Page may contemplate the incorporation of Investors on the waiting list when, having reached the financing target, the deadline for the financing round has not expired.

In the event that at the time of making effective the disbursement of the funds to the Promoter the circumstance arises that the funds are not fully available (due to the exercise within the term of the right of repentance by one or more Investors as set forth in section 4.4.2, Capital Cell the Promoter and the Investors shall be informed of this circumstance, opening a new period (the "Additional Period") during which the Investors registered on the waiting list shall be offered to make the investment offered by subscribing the corresponding Investment Agreement, as provided in section 4.3.

The Additional Term shall have a duration of thirty (30) days from the date of the communication sent by the Company, except when in such communication a shorter duration is attributed to it. Capital CellThe Additional Term shall have a duration of thirty (30) days from the date of such communication, except when in such communication a shorter duration is attributed to it. The disbursement by the Investors that join the Project during the Additional Term must be made in accordance with section 4.4.1.

Once the investment target has been effectively reached, which will determine the definitive success of the financing round, proceed as provided for in section 4.5 below.

4.5. Compliance with the conditions of disbursement and delivery of funds to the Promoter through the capital increase.

4.5.1. Determination of compliance with the conditions for investment disbursement.

When Capital Cellbased on the information that originates through the Portal and that which is provided by the Promoter pursuant to section 3.8, it considers, within two (2) business days following the end of the investment period, that the conditions for the disbursement of the investment in a given Project have been met, that is to say, that the planned investment objective has been met, it will proceed to communicate such circumstance to the Promoter and to the Investors by e-mail, indicating whether the success of the financing round is definitive (the "Communication of Success of the Round").

In the event that the financing objective has not been reached within the time limit set for this purpose, Capital Cell will instruct Marketpay to immediately reimburse the amounts from the escrow account to the Investors' accounts, who will be able to use the money immediately or use it to invest in any other project they consider interesting (according to the same procedure foreseen up to this moment).

4.5.2. Adoption of corporate resolutions and forwarding of documentation to Capital Cell

Once the success of the financing round is determined and the disbursements made by the Investors are accredited, in accordance with the provisions of the Investment Agreement, the corresponding capital increase will be formalized and executed by the Promoter.

In execution of these contractual provisions, the following actions will be carried out within seven (7) working days following the submission of the Communication of Success of the Round by the following parties Capital Cell:

Once the public deed has been executed and a copy has been issued by the corresponding notary, the following business day it will be filed for registration with the corresponding Mercantile Registry.

The Promoter must submit to Capital Cell original copies of the Investment Agreement duly signed by all the parties, as well as a simple copy of the Public Deed and proof of filing (asiento de presentación) of the same with the Mercantile Registry.

Likewise, in the event that the publication of the Project on the Portal has taken place while the Promoter is in the process of incorporation, as provided in section 3.2, the Promoter shall also send to Capital Cell the documentation that proves that the incorporation process has been duly completed.

4.5.3. Registration of the Public Deed in the Mercantile Registry

In any case, it will be the Promoter's responsibility to carry out the necessary actions to ensure the correct registration of the Public Deed of capital increase and modification of the by-laws in the Commercial Registry. As soon as the registration of the Public Deed takes place, the Promoter will immediately inform the following Capital Cell and its financial institution and will send them a copy of the Public Deed showing its registration data in the Commercial Registry.

4.5.4. Delivery of funds to the Promoter and remittance of documentation to the Investors

Once the documentation referred to in the preceding paragraph has been received, the Promoter may freely dispose of the funds related to the investment.

Capital Cell may send a copy of the Public Deed to all the Investors by email, and said Public Deed may also be available in the section of the Portal reserved for the Investors that have participated in the financing campaign.

4.5.5. Deadline for registration of corporate resolutions in the Mercantile Registry

When four (4) months have elapsed since the Communication of the Success of the Round without the documents evidencing the execution of the capital increase having been registered in the Register, the Investors who have made contributions may terminate the Investment Agreement and demand from the administrators and partners of the Promoter the restitution of the contributions made, increased by seven and a half (7.5) percent.

For such purposes, the administrators and partners of the Promoter shall have personally subscribed the Investment Agreement, as provided in section 4.5.2.

5. Investor Conditions

The Investors, throughout the registration process, shall provide to the LFFE all the information necessary to determine Capital Cell all the information necessary to determine the category of investor to which they belong in accordance with the provisions of the LFFE. Investors may be "accredited" or "non-accredited".

5.1. Accredited investors:

The term "accredited" Investor is understood to mean:

These include credit institutions, investment services companies, insurance companies, collective investment institutions and their management companies, pension funds and their management companies, securitization funds and their management companies, those who habitually operate with commodities and commodity derivatives, as well as operators who contract on their own behalf and other institutional investors.

In addition to the aforementioned persons, those individuals or legal entities that can prove that they have contracted the financial advisory service on the financing services intermediated by the Portal from an authorized investment services company will also be considered as Accredited Investors.

Investors accredited under letters (e) and (f) of this section who do not provide financing or invest in a Project within twelve (12) months, shall lose their accredited status, although they may recover it when they comply with the requirements set forth in the aforementioned letters. Likewise, they shall lose the consideration of borrowers when they request it in writing to Capital Cell.

5.2. Non-accredited investors

Any Investor who does not comply with the provisions of section 5.1 above shall be considered as "non-accredited", which implies (a) a higher degree of protection; and (b) the limitation to its ability to invest in Projects published in the Portal and in third party equity financing portals.

Non-accredited Investors will be required to declare to Capital Cellboth during the registration process and prior to making any investment in the Portal, whether they comply with the investment limits set forth in the LFFE and must answer a questionnaire that allows to Capital Cell verify that the investment by the non-accredited Investor is appropriate for him/her taking into consideration his/her investment and risk profile, his/her financial capacity and his/her knowledge and experience in investments of this type.

5.3. Verification of identity and incompatibilities.

Marketpay (or the payment gateway used at the time) or Capital Cell payment gateway used from time to time) or, if the payment gateway is not enabled, the Capital Cellshall verify the Investor's identity in all cases, without prejudice to the provisions of the applicable regulations on the prevention of money laundering and the financing of terrorism, and shall inform the Investor of the results of such verification. Capital Cell of the results of such verification.

To such effects, the Investor undertakes to provide to Capital Cell and/or to Marketpay the necessary documentation and accepts that the failure to provide the documentation that allows verifying the Investor's identity will entitle the Investor to Capital Cell to deny the Investor's registration as an Investor, as well as the realization of investments through the Portal.

The Investors and, if applicable, their partners or administrators may not (i) be disqualified in accordance with the provisions of Law 22/2003 of July 9, 2003, on Bankruptcy or equivalent regulations of another Member State of the European Union; or (ii) be serving a sentence for the commission of crimes or offenses against assets, money laundering, socioeconomic order, the Public Treasury and Social Security.

By accepting these PFP Service Conditions, the Investor declares that he/she does not find him/herself in any of the above circumstances.

5.4. Investor Representations.

The financing/investment materialized by the Investors through the Portal in accordance with the Investment Agreement and these PFP Service Conditions is in their name, on their account and at their risk.

In this sense, the Investor knows and assumes the risk that the operations may not be successful, in case the Promoter does not pay, totally or partially, the payments to be made to the Investors, or pays them late, and that the investment in participative financing projects published in the Portal implies the assumption of the risk of total or partial loss of the capital Invested, the risk of not obtaining the expected monetary return and the risk of lack of liquidity of the investment.

Likewise, in the case of investment through the acquisition of shares or equity interests issued or created by the Promoter, the Investor declares to be aware that there is a risk of dilution of its participation in the Promoter company, the risk of not receiving dividends and of not influencing the management of the same.

Without prejudice to the foregoing, in the process of an Investor's investment in the Portal, the Investor shall confirm, through the Portal, that it complies with the law on the amount and number of Projects in which it participates as an investor and in which it participates as a Promoter in order to Capital Cell can validate that it complies with the requirements set forth in these PFP Service Conditions and in the regulations in force.

Any Investor requesting consideration as an Accredited Investor shall expressly declare through the Portal that it has been advised that by being considered an Accredited Investor it is exposed to greater risks and enjoys less protection with respect to investment in a Project. Said expression may be made at the same time as those referred to in letters e) and f) of section 5.1 above and these may be made through the Portal, following the instructions indicated therein.

5.5. Limits to investment in projects.

5.5.1. Limits applicable to Promoters and their Projects.

The Promoters will request for each Project an investment or financing objective and a maximum term to be able to participate in the same, taking into consideration the previous study of the Project and the documentation/information provided by Capital Cell during the evaluation process.

The maximum amount of fundraising for each Project through the Portal of Capital Cell may not exceed five million euros (5,000,000 €) in the case of Projects aimed exclusively at accredited Investors and two million euros (2,000,000 €) in other cases, with the possibility of successive rounds of financing not exceeding the aforementioned amounts on an annual basis, as the case may be, provided that the Project allows and Capital Cell approved.

Capital Cell may determine for each Project that the financing target and/or the maximum term to be able to participate in the financing may be exceeded up to a maximum of 25%, provided that the Promoter and the Investors have been previously informed of such possibility and of the events that give rise to such an overrun.

However, if the financing objective is not reached within the established time period or, as the case may be, if the permitted limit is exceeded, Capital Cell the Project in question shall be cancelled, notifying both the Investors who have committed their funds and the Promoter.

Notwithstanding the provisions of the preceding paragraphs, Capital Cell may establish, if the Project and the Promoter so permit, that the Project shall receive the financing when at least 100% of the financing target has been reached, after deducting the participation in the Project that it may have, if any, in such Project, and provided that the Investors and the Promoter are informed, prior to the commitment of the funds, of such possibility and of the possibility of the commitment of the funds. Capital Cell may have, if any, in said Project, and provided that the Investors and the Promoter are informed, prior to the commitment of the funds, of such possibility and of the events giving rise to the same.

5.5.2. Limits applicable to Investors.

Those Investors who are considered non-accredited will have the following limitations for investment in Projects:

For this purpose, Capital Cell shall require from the non-accredited Investors the statement that their total investment in the last twelve (12) months in projects published by the set of participatory financing portals does not exceed the threshold of ten thousand euros (10,000 €), taking into account the specific operation that they carry out or intend to carry out through the Portal.

6. Mechanisms in the event of termination of activity

Since the Portal is based on software, hardware and Internet systems, Capital Cell does not guarantee continuous or uninterrupted access and use of the Portal. Consequently, the system may eventually be unavailable due to acts of God or force majeure, as well as technical difficulties or Internet failures, or due to any other circumstance beyond our control. Capital Cell. In such cases, efforts will be made to restore it as quickly as possible, without any type of responsibility being attributed to Capital Cell.

Capital Cell shall not be liable for any errors or omissions contained in the Portal. The Clients will not be able to impute to Capital Cell any liability or demand payment for damages due to technical difficulties or failures in the systems or on the Internet.

The Portal is hosted in a securedata center owned by a specialized hosting company, whose service availability is guaranteed.

However, it is impossible to guarantee 100% service availability as there are many agents involved in the provision of the service.

Likewise, in the event of the definitive termination of the activity of Capital Cell for any reason whatsoever, the contractual relationship between the Company and the Investor shall be terminated Capital Cell and the Investor in accordance with Clause 11. In such event, the Investor acknowledges that such termination shall not affect the provisions of the Investment Agreement, if any, entered into between the Investors and the Promoter and between the Investors and each other, which shall remain in force during the term established in such agreements and shall be governed by the provisions thereof. In such case, the Investors shall coordinate with the Promoter the provision by the latter of the appropriate mechanisms for the communication between the Investors and the Promoter and between the Investors themselves in the development of their relationship under the Investment Agreement, without the Investors having the right to claim from the Promoter for any reason whatsoever. Capital Cell for any reason whatsoever.

7. Measures adopted by Capital Cell to minimize the risk of fraud and operational risk

Capital Cell shall at all times maintain the necessary procedures and policies to minimize the risk of fraud in its operations by the following means:

Measures to minimize the risk of fraud:

Considering the type of business and investments that are made with its services, the possibility of fraud can occur both internally and externally. Capital Cell and the following procedures and measures will be implemented:

Measures to minimize operational risk:

8. Retention of information.

Capital Cell will keep the information provided by the Investors, either through the Portal or by any other means, for a period of 5 years.

9. Conflicts of Interest 

9.1. Capital Cell allows its partners, employees and managers to make investments in the investment opportunities published in Capital Cell provided that it is demonstrated that the investments do not create any conflict of interest and do not otherwise affect the service it offers to its clients. Capital Cell offers to its clients. Capital Cell guarantees that all investments of its staff are made on the same terms as all other investors and that no preferential treatment, information or access will be given to them. All investments made by partners, employees and managers of Capital Cell are made through the campaign site on the same terms as any other investor. In the event that an employee or director of Capital Cell invests in a published company, such investment will be made through the investment system available to users of the platform and the terms and conditions available to an investor not connected with Capital Cell. 

9.2. Capital Cell shall not have any participation in the crowdfunding offerings on its crowdfunding platform.

9.3. Providers of crowdfunding services shall not accept as project promoter in relation to the crowdfunding services offered on their crowdfunding platform any of the following persons:
(a) their partners holding at least 20 % of the share capital or voting rights;
(b) their managers or employees;
(c) any natural or legal person linked to those partners, managers or employees by control as defined in point 35(b) of Article 4(1) of Directive 2014/65/EU.

Capital Cell maintains a conflict of interest management policy.

Capital Cell will not participate in projects published by other crowdfunding platforms.

10. Procedures and means for the presentation of complaints and claims.

Any complaint or claim to be filed by the Investor must be made in accordance with the procedure Customer Service of Capital Cellwhich is at all times available to the Client on the Web.

11. Duration of the contractual relationship with Capital Cell

The contractual relationship deriving from these PFP Service Conditions is valid for an indefinite period, unless Capital Cell o the Investor decides to denounce it by written communication and terminate it at any time, in which case a minimum notice of fifteen days must be given, without prejudice to the provisions of the Investment Agreement that, if applicable, has been signed between the Investors and the Promoter, which shall remain in force during the term established in said contract and shall be governed by the provisions of the same.

Capital Cell may cancel the account of Registered Users at any time in which it detects an alleged breach of these PFP Terms of Service, without prior notice. This includes the possibility of cancelling the Projects in progress, in case of cancellation of the account of a Registered User who has the status of Promoter.

For its part, any Registered User may terminate its relationship with Capital Cell and close his or her account in the User Area through the sections and options expressly provided for such purposes.

The cancellation or closure of the Registered User's account shall not affect the validity of the disbursement commitments assumed by the Investor towards one or more Promoters, nor shall it put an end to the confidentiality obligations provided for in these PFP Service Conditions.

12. Intellectual and industrial property of the promoter

The Promoter shall refrain from using the Portal in such a way as to infringe the intellectual and industrial property rights of third parties. In particular, prior to the publication of the Project on the Portal, he must expressly declare in writing that he is the owner of all the intellectual and industrial property rights that form part of the Project.

Capital Cell reserves the right to cancel the financing round already initiated in the event that it becomes aware that the same incurs in a violation of such third party rights, being applicable to such situation the provisions of sections 3.7 and 4.4.3 for the case of cancellation of the financing round by the Promoter.

The publication of a Project on the Portal implies the granting of an indefinite, free, irrevocable and non-exclusive license to reproduce, publish, adapt, modify and distribute the contents provided by the Developer. Capital Cell of an indefinite, free, irrevocable and non-exclusive license to reproduce, publish, adapt, modify and distribute the contents provided by the Developer. This license is granted for the exclusive purpose of allowing the publication of the Project on the Portal, as well as the exhibition of such contents in the activities undertaken by the Promoter to promote the Portal and its contents. Capital Cell for the promotion of the Portal and its Services.

Likewise, the Promoter shall be authorized to modify the contents provided by the Promoter Capital Cell shall be authorized to modify the contents provided by the Promoter to the extent necessary to adapt them to the requirements and technical characteristics of the Portal and its graphic interface.

Notwithstanding the foregoing, the Promoter shall retain all intellectual and industrial property rights to which it is entitled in relation to the content provided to Capital Cell under these PFP Terms of Service and the applicable Publishing Agreement. All Users, including those who assume the status of Investor with respect to the respective Project, shall refrain from any action that affects, infringes or undermines such rights of the Promoter. It is the Promoter's responsibility to take the legal actions necessary for the full exercise of such rights, and it shall have no obligation or responsibility whatsoever to Capital Cell shall have no obligation or liability whatsoever to guarantee and defend such rights of the Developer against defaults by Investors, Users and/or any third parties.

13. Limits of liability and indemnity of Capital Cell

Capital Cell offers access to the Portal in the operating conditions in which it is found at any given time, without assuming any commitment as to the constant and permanent accessibility and the correct functioning of the same at any given time. In particular, Capital Cell does not guarantee or warrant:

Capital Cell neither guarantees nor is responsible for any information provided to any User by any means other than the Portal.

In any case, Capital Cell shall not be liable for direct or indirect damages, loss of profits, loss of opportunities, expenses incurred in work on behalf of third parties or loss of data affecting one or more Users.

In particular, Capital Cell shall not be liable in connection with damages and/or losses arising from:

In any case in which, due to being outside the preceding casuistry, there is a liability of Capital CellIn any case, this liability shall be limited to the maximum amount of five thousand (5,000) euros per person and per year.

14. Conditions of confidentiality

14.1. Confidentiality obligations of Capital Cell

Capital Cell shall maintain the strictest confidentiality regarding any content or information provided to it by any Registered User, including Investors and Promoters, and shall not disclose or publish it except when expressly authorized to do so by the appropriate party in each case.

In particular, Capital Cell:

14.2. Confidentiality obligations of the Promoter

The Promoter shall maintain in the strictest confidence the identity of the Investors in its Project, as well as the amount and conditions of their investment, except when the maintenance of such confidentiality is incompatible with the execution of the formalities related to the investment itself, or when the disclosure of such data is imposed by virtue of a legal obligation or a requirement of a competent authority.

Likewise, the Promoter shall maintain the confidentiality of the terms of the Publication Agreement that it enters into with Capital Cellas well as in relation to any material or elements of intellectual and industrial property rights corresponding to the Promoter, as provided in section 5.2 above, except when such materials or elements are publicly displayed on the Portal. Capital Cellas provided in section 5.2 above, except when such materials or elements are publicly available on the Portal.

14.3. Confidentiality Obligations of Registered Users

The Registered Users shall maintain the most absolute confidentiality regarding any information related to the Promoters and the Projects they access through the Portal, including those with respect to which they are considered Investors.

Likewise, the Registered Users shall maintain confidentiality in relation to any material or elements subject to the intellectual and industrial property rights of Capital Cellas provided in paragraph 6 above, except when such materials or elements are publicly displayed on the Portal.

15. Communications

Communications addressed to Capital Cell may be sent by e-mail to the address info@Capitalcell.net or by post to the registered office indicated in Clause 1.

The communications to the Registered Users will be made by electronic means or postal mail, to the address and/or domicile that the Registered User informs at every moment, and that he/she will have to keep updated.

16. Assignment of contractual position

Capital Cell reserves the right to assign both its contractual position under these PFP Service Conditions in their entirety and, partially, to assign certain rights arising therefrom to any third party, without the prior consent of the Investor, provided that the applicable legislation so permits. Capital Cell PFP shall notify the Investor of the assignment in the terms in which it takes place, through the Portal.

The assignment of rights and/or of the contractual position, if any, shall in no case negatively affect the contractual position of the Investor.

The Investor may not, under any circumstances, assign its contractual position or any of its rights and obligations under these PFP Service Conditions.

Capital Cell reserves the right to subcontract with any third party its obligations under these PFP Service Conditions, in whole or in part, without the prior consent of the Investor.

17. Severability and nullity of clauses

These PFP Terms of Service and the other instruments to which they refer constitute the sole agreement between the Users and PFP, and supersede any other agreements, proposals and/or communications previously existing between the parties. Capital Celland supersedes any other agreements, proposals and/or communications previously existing between the parties. In the event that any clause or section of these PFP Service Conditions is declared null and void or unenforceable, the application of such clause shall be limited or excluded, as the case may be, in the manner that least affects the validity and effectiveness of these PFP Service Conditions.

The non-exercise by any of the parties of any of their rights under these PFP Terms of Service does not imply the waiver of such rights, which must in any case be made expressly and in writing.

18. Competent court and applicable law

This agreement shall be governed by and construed in accordance with the laws of Spain.

Any dispute or controversy arising from these PFP Terms of Service, including in particular their validity, interpretation and performance, shall be submitted to the courts and tribunals of the city of Barcelona, and the Parties waive any other jurisdiction that may correspond to them, except when there is no express extension or submission of jurisdiction by virtue of mandatory law.