Terms of Use

These terms were most recently updated on 26th October 2023.

Thank you for visiting our website forgeglobal.com/eu (the “Site”). The Site is operated by Forge Europe GmbH (“we" or "us"). We are registered in Germany at the Local Court of Berlin (Charlottenburg) under the commercial register number HRB and have our registered office c/o Deutsche Börse AG - DBCM, Unter den Linden 38, 10117 Berlin.

We publish and operate the Site as well as a software platform/marketplace (the “Platform”), to facilitate secondary market transactions for and relating to securities (including equity shares and debt securities) of private companies.

The following legal terms govern your use of the Site and you should read them carefully. By using the Site, you indicate that you accept and agree to these legal terms.

These legal terms include:

• Terms of Use: our Terms of Use can be read below and govern the use of the Site by all visitors; and
• Privacy Policy and Cookie Policy: our Privacy Policy and Cookie Policy set out the terms on which we process any personal data we collect from you or that you provide to us, as well as information about the cookies on the Site.

We amend these Terms of Use from time to time. Please check these Terms of Use regularly to ensure you understand the updated Terms of Use and to take notice of any changes we have made, as they are binding on you.

If at any time you do not agree with these Terms of Use, our Privacy Policy or our Cookie Policy, you must not use the Site. Your continued use of the Site shall constitute your continuing agreement with these Terms of Use, our Privacy Policy and our Cookie Policy.

If you enter into a Platform Member’s Agreement or Client Agreement: (i) these Terms of Use shall be incorporated into and form part of such agreement; and (ii) if anything in such agreement conflicts or is inconsistent with any of the provisions of these Terms of Use, the terms set out in that agreement shall prevail over these Terms of Use.

Accessing the Site

We aim to update the Site regularly and may change the content at any time. We may suspend, withdraw or restrict the availability of all or any part of the Site for any reason. We do not guarantee that the Site or any material published on it will always be available or be uninterrupted. We will try to give you reasonable notice of any suspension or withdrawal. We will not be liable if for any reason the Site is unavailable at any time or for any period.

We may restrict access to some parts of the Site to Platform Members or Clients.

If you choose or are provided with a user identification code, password or any other information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time if in our opinion you have failed to comply with these Terms of Use.

You are responsible for making all arrangements necessary to access the Site. You are also responsible for ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and that they comply with them.

No Financial Promotion

Nothing on the Site is an invitation or inducement to engage in any investment activity.

Our Site Is Only for Users in Germany

Our Site is directed to persons (including businesses) located in the Federal Republic of Germany. We do not represent that content available on or through our Site is appropriate for use or available in other locations.

Intellectual Property Rights

We are the owner or the licensee of all intellectual property rights in the Site and the material published on it. All such content may be subject variously to copyright, trade secret, confidentiality, and other rights under applicable laws. Except as provided in these Terms of Use, no part of the Site or the material published on it and the relevant rights therein are licensed to you for any purpose.

Except as provided by these Terms of Use or with our prior express written consent, no part of the Site or the material published on it may be reproduced, recorded, retransmitted, sublicensed, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, websites or other medium or for any commercial purpose.

If you use any part of the Site or the material published on it in breach of these Terms of Use, your right to use the Site will cease immediately and you must destroy any copies of the materials you have made.

Linking to Our Site

You may link to the home page of the Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

The Site must not be framed on any other website, nor may you create a link to any part of the Site other than the home page. We reserve the right to withdraw linking permission without notice.

If you wish to make any use of material on the Site other than that set out above, please address your request to [email protected].

Links From Our Site

Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. We do not warrant or make any representations regarding the use or the results of the use of any such third-party content, or for correctness, accuracy, reliability, or otherwise.

No Text or Data Mining, or Web Scraping

You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Site. This includes using or permitting, authorising or attempting the use of:

• any robot, bot, spider, scraper or other automated device, program, tool, algorithm, code, process or methodology to gather, spider, scrape, access, obtain, copy, monitor or republish any portion of the Site or any data, content or information in connection with the same; or
• any automated analytical technique aimed at analysing text and data in digital form to generate information, which includes but is not limited to patterns, trends and correlations except in each case where such activity is in accordance with our prior express written consent or in accordance with any other written agreement we enter into with you.

This clause shall apply to the extent that we are permitted to exclude or limit text or data mining or web scraping activity under applicable laws.

Viruses, Hacking, Prohibited Uses and Other Offences

You may use the Site only for lawful purposes. You may not use the Site:

• in any way that breaches any applicable local, national or international law or regulation;
• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; or
• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

You must not:

• misuse the Site by knowingly introducing viruses, trojans or any other malicious items;
• attempting to gain unauthorised access to the Site or the Platform, the server on which the Site is stored, or any server, computer or database connected to the Site;
• attack the Site via a denial-of-service attack or a distributed denial-of service attack; or
• disable, impair or interfere with the proper function of the Site or the Platform.

By breaching the above provision, you would commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.

You are responsible for configuring your information technology, computer programmes and platform to access our Site and you should use appropriate virus protection software. We will not be liable to you for any loss or damage caused by a distributed denial of service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or on any website linked to it.

Our Liability

The content on our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site. Access to the Site is and all materials published on it are provided “as is” and your use of the Site and such materials is at your own risk.

• We do not warrant that the Site or any functions of it will be uninterrupted or error-free, that defects will be corrected, or that the Site will be free of viruses or other harmful components;
• We make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date; and
• We expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, under the common law, or otherwise.

All the content on the Site that concerns companies and investments is either: (i) publicly available, (ii) information obtained from third party sources without endorsement, analysis, or approval by us, or (iii) information supplied by users. We do not provide, and disclaim any obligation to provide, any insight, advice, consideration of suitability, recommendation, analysis, industry research, pricing information, verification, or help of any kind, other than with respect to functionality of the Site. Any charts, data, and other information we may provide regarding company news and insights, company valuations, funding events, and share prices are for informational purposes only and are not advice, a recommendation, an endorsement or representation with respect to any company or the actual price or value of any securities.

Nothing in these Terms of Use limits any liability which cannot legally be limited, including liability for:

• death or personal injury caused by negligence; and
• fraud or fraudulent misrepresentation.
• essential contractual obligations, i.e. those obligations which make the proper performance of the contract possible in the first place and on the fulfilment of which the contractual partner may rely.

IMPORTANT: Except as provided in the paragraph above, we exclude and assume no responsibility or liability for any damage, costs, loss, liability, claims for compensation, or expense incurred or suffered by you, directly or indirectly under or in connection with your use of the Site and/or these Terms of Use, including (without limitation) liability for:

• any unforeseeable or unexpected loss or damage;
• any event or circumstance outside of our control;
• losses or damage that could have been avoided or mitigated by you;
• any loss of opportunity;
• planned or essential maintenance;
• technical problems or malfunctions, loss of use or corruption of software, data or information, or destruction of hardware; or
• any act or omission of any third party.

Except as provided above, if you are a UK business (and not a Consumer), we also exclude the following types of loss or damage incurred or suffered by you directly or indirectly under or in connection with these Terms of Use:

• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of or damage to goodwill; and
• indirect or consequential loss.

In these Terms of Use, the term "consumer" means a natural person who is acting for purposes which are wholly or mainly outside his or her trade, business, craft or profession.

We May Transfer These Terms of Use to Someone Else

We may transfer our rights and obligations under these Terms of Use to another organisation. We will update these Terms of Use if this happens or otherwise publish notice of the transfer on the Site (but we shall have no other obligation to notify you of such transfer, and it is your responsibility to check these Terms of Use and the Site from time to time to inform yourself of any such transfers).

Breach, Suspension and Termination

If you are in breach of these Terms of Use, we may take such of the following actions as we deem appropriate in the circumstances:

• immediate, temporary or permanent withdrawal of your right to use the Site;
• issue a warning to you;
• issue legal proceedings against you; or
• disclosure your information to regulatory and law enforcement authorities as appropriate.

You agree to indemnify us against all costs, losses, damages, expenses and liabilities (including, but not limited to, reasonable administrative and legal costs) suffered, incurred or paid out by us as a result of your breach of these Terms of Use.

Jurisdiction and Applicable Law

The German courts in Berlin shall have exclusive jurisdiction over any claim arising from, or related to, your use of the Site although we retain the right to bring proceedings against you for breach of these Terms of Use in your country of residence or any other relevant country.

These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with German law.

German Consumers: If you are a consumer residing in the Federal Republic of Germany and that accesses the Site from the Federal Republic of Germany, this section applies to you. If anything in this section conflicts with the other provisions of these Terms of Use, the terms in this section shall prevail.

Other options for resolving disputes with us are:

• Our complaints policy. Our team is available at [email protected] and will do their best to resolve any problems you have with us.
• Resolving disputes without going to court. Alternative dispute resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it without you having to go to court. You can submit a complaint to the [European Online Dispute Resolution (ODR) Platform] via its website [https://ec.europa.eu/consumers/odr/main/?event=main.trader.register&lng=DE]. If you're not satisfied with the outcome, you are still free to seek redress in court.
• You can seek redress in court. If you live in the Federal Republic of Germany, you can also bring claims against us in the German courts. Provided you do not live in the Federal Republic of Germany, we can assert claims against you in the courts of the country in which you live.

Severability

If any court or competent authority decides that any of the provisions of these Terms of Use or any provisions of our Privacy Policy or Cookie Policy are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

Contact Us

If you have any concerns about material which appears on the Site, or any questions, comments or requests regarding our Terms of Use, Privacy Policy or Cookie Policy, please contact us at [email protected] or at our postal address c/o Deutsche Börse AG - DBCM, Unter den Linden 38, 10117 Berlin.