Terms of Use

1. What Unicorn Club is

Unicorn Club is the investor club of Unicorn Private. Club members can view and join club deals: investments, made through special purpose vehicles (SPVs), in shares of late-stage private companies (pre-IPO), usually bought on the secondary market.

The companies shown in the App are not affiliated with Unicorn Private and do not take part in, sponsor or approve the club deals. Their names and trademarks belong to their owners and are used only to identify them.

2. Who can use the App

To use the App and join the club you must:

• be at least 18 years old, or of the age of majority in your country if higher, and have full legal capacity;
• to invest, be an accredited investor under Rule 501(a) of Regulation D of the U.S. Securities Act of 1933, or a qualified or professional investor under the laws of your country, and complete our verification;
• not be resident in, or connect from, an excluded country (section 9), and not be a person subject to sanctions;
• use the App on your own behalf or on behalf of an entity you are authorized to represent.

3. Your account

You sign in with Apple or Google. You must provide accurate information, keep your device and your Apple or Google account secure, and tell us at once about any unauthorized use. Each account is personal and cannot be transferred. You are responsible for the activity carried out with your account. You can delete your account at any time as described in the Privacy Policy.

4. Annual club access fee

• To join Unicorn Club you pay the annual club access fee of USD 890.
• Membership is valid for 12 months from the date of activation. There is no automatic renewal: to renew, you pay the fee again. If you renew before the expiry date, the new 12 months are added to the current expiry date.
• You can pay with Google Play (on Android), by card through Stripe, by bank transfer or in crypto, as shown in the App. With Google Play and by card, membership is activated when the payment is confirmed; with bank transfer and crypto, when we have received and recorded the payment with the correct reference.
• The fee is not an investment and is not invested. It is not deducted from investments, which are paid separately and in full. It gives no right to shares in any vehicle or company, and it does not guarantee a place in a particular club deal or a specific allocation.
• During the validity of your membership you can access the club deals shown in the App, subject to the eligibility conditions and the verification described in these Terms.
• Any taxes, bank charges or network fees charged by your bank or payment provider are your responsibility.

5. Refunds

The fee is not refundable after the membership has been activated, except where the law requires a refund or where the membership cannot be activated (for example because you do not meet the conditions of section 2 or you are in an excluded country). In these cases we refund the fee, as a rule using the same payment method.

Purchases made through Google Play are also subject to the refund policies of Google Play. Nothing in these Terms limits the rights that mandatory consumer protection laws of your country give you.

6. Club deals

• Each club deal is made through a special purpose vehicle (SPV) that invests in the shares of one company.
• The minimum investment is USD 100,000 per club deal and is paid by bank transfer, for the full amount, separately from the annual club access fee.
• Club deals are reserved for verified accredited investors or qualified investors. Before receiving the bank transfer instructions, you must upload documents or a verification letter from a third party, and we must approve them.
• A commitment made in the App is a request to take part in the club deal. Your participation becomes final only when you have signed the offering documents of the vehicle, the vehicle has accepted your subscription and your transfer has been received.
• We may refuse, reduce or cancel a commitment, for example if the deal is fully subscribed, if the verification is not approved, or for legal reasons. Closing dates shown in the App are indicative and may change. If a deal does not close or your participation is not accepted, the amounts received are returned as provided by the offering documents.

7. No public offering and no advice

The content of the App and of the Site is for information only. It is not an offer to sell or a solicitation of an offer to buy securities in any country where such an offer or solicitation would be unlawful, or to any person who does not meet the eligibility conditions. Offers are made only to eligible investors and only through the offering documents of each vehicle.

The interests in the vehicles are not registered under the U.S. Securities Act of 1933 or under the securities laws of any state or other country. They are offered under an exemption from registration and are subject to restrictions on transfer and resale.

We do not provide investment, legal, tax or accounting advice and we do not make personal recommendations. Before investing, assess whether the investment is suitable for you and consult your own advisers.

8. Risks

Investing in private companies involves high risks. In particular:

• you can lose the entire amount invested;
• the investment is illiquid: there is no market on which to sell the interests, you cannot transfer them at will, the duration cannot be predicted and a listing on a stock exchange may never happen;
• valuations shown in the App are estimates by third parties at a stated date and from a stated source: they are not prices at which you can buy or sell and they do not indicate future value;
• information about private companies is limited, and transfers of their shares may require the consent of the company or be subject to other restrictions;
• the vehicles have fees and costs, described in the offering documents;
• if your currency is not the US dollar, exchange rates can reduce the value of your investment;
• past performance of any company, index or investment does not indicate future results.

We do not promise or guarantee any return.

9. Excluded countries

The App and the club deals are not available in countries where the offer is not permitted, in countries subject to comprehensive sanctions of the United States, or to persons on sanctions lists. The list of excluded countries is set by us and may change. We may limit or block access based on your country of residence and on the country of your connection. Do not use tools such as VPNs to get around these restrictions.

10. Offering documents prevail

Each investment is governed by the offering documents of the vehicle (for example the private placement memorandum, the subscription agreement and the operating agreement). If there is any conflict between those documents and the App, the Site or these Terms, the offering documents prevail.

11. Proper use

You agree not to:

• use the App or the Site in breach of the law or of these Terms;
• provide false information or false or altered documents;
• share with third parties the confidential information about club deals that you receive as a member;
• copy, extract or collect content in an automated way, or attempt to access systems or data without authorization;
• interfere with the operation or security of the App or the Site, or decompile them except where the law allows it.

We may suspend or close an account that breaches these Terms or where the law requires it.

12. Intellectual property

The App, the Site and their content belong to Unicorn Private or to its licensors. We grant you a personal, limited, non-exclusive and non-transferable right to use the App for the purposes of these Terms.

13. Third-party services and app stores

Sign-in, payments and distribution of the App rely on services of Apple, Google, Stripe and banks, which are governed by their own terms.

If you downloaded the App from the App Store: these Terms are between you and Unicorn Private, not Apple; Apple has no obligation to provide maintenance or support for the App and is not responsible for the App, for claims relating to it or for third-party claims of intellectual property infringement; Apple and its subsidiaries are third-party beneficiaries of these Terms and can enforce them. You must also comply with the App Store terms of use.

14. Disclaimer

The App and the Site are provided "as is" and "as available". We take care in preparing the information, but we do not guarantee that it is complete, accurate or up to date, nor that the service will be uninterrupted or without errors, to the extent permitted by law.

15. Limitation of liability

To the extent permitted by law, Unicorn Private is not liable for indirect, incidental or consequential damages, loss of profits or loss of opportunities arising from the use of the App or of the Site. Our total liability in connection with the App and the club membership is limited to the annual club access fees you paid in the 12 months before the event giving rise to the claim.

These limits do not apply in case of fraud, gross negligence or wilful misconduct, or where the law does not allow them. Liability relating to investments is governed by the offering documents.

16. Termination

You can stop using the App and delete your account at any time. We may suspend or end access to the App for breach of these Terms, for legal or regulatory reasons, or if we stop the service, informing you where possible. Deleting the account does not entitle you to a refund of the fee, except as provided in section 5, and does not affect investments already made.

17. Changes

We may update these Terms. The date at the top shows the latest version. If the changes are significant, we will inform you in the App or by email before they take effect. If you continue to use the App afterwards, you accept the new Terms.

18. Governing law and courts

These Terms are governed by the laws of the State of Delaware, United States of America, without regard to its conflict of law rules. Any dispute is subject to the jurisdiction of the state and federal courts located in the State of Delaware. If you are a consumer, you keep the protection of the mandatory laws of your country of residence and, where the law provides it, the right to bring a claim before the courts of that country.

19. General provisions

If a provision of these Terms is invalid, the other provisions remain in force. Our failure to enforce a right is not a waiver of it. You cannot transfer your rights under these Terms without our consent. These Terms are written in English; translations are provided for convenience, and in case of any discrepancy the English version prevails.

20. Contact

Unicorn Private LLC, 16192 Coastal Highway, Lewes, Delaware 19958, United States of America. Email: [email protected].