Tangible

Legal

Terms of Use

Last updated January 2025

These terms and conditions shall apply to any person (a "Customer") who enters into a Platform Access Agreement (an "Agreement") with Tangible Markets Ltd in connection with the Tangible investment platform (the "Platform"). These terms and conditions (the "Terms") and shall form a part of the Agreement. Tangible Markets Ltd and Feederbridge PCC Limited are together referred to in this Agreement as "Tangible".

Capitalised terms used but not defined in these Terms shall have the meaning given to them in the Agreement.

Table of Contents

  • Customer Data
  • Term and Termination
  • Limitation of Liability
  • Confidential Information
  • General Terms

1. CUSTOMER DATA

Generally

The "Customer Data" means information or other data of any type which is provided to Tangible by the Customer or at the direction or instruction of the Customer, in each case in connection with Tangible's provision of the Platform to the Customer. The Customer is solely responsible for the accuracy, content and legality of all the Customer Data and its use by the Customer.

Rights in the Customer Data

As between the parties, the Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data provided by the Customer to Tangible. The Customer grants to Tangible the right to use, copy and store the Customer Data provided in connection with the Platform, in accordance with the terms of the DPN.

Notwithstanding the foregoing, nothing in these Terms shall constrain or otherwise limit Tangible or its affiliates' use or sharing of the Customer Data that is or has become public, or publicly available, or that has been acquired from another source, including by another customer of Tangible provided that such information or other data shall remain subject to any license grants applicable thereto.

2. TERM AND TERMINATION

These Terms shall terminate upon termination of the Agreement, subject to paragraph 3.3 below.

The Customer acknowledges that following termination it shall have no further access to any the Customer Data input into the Platform, and that Tangible may delete any such data at any time. Termination of the Agreement is not an exclusive remedy and the exercise by either party of any remedy under the Agreement or these Terms will be without prejudice to any other remedies it may have under the Agreement, these Terms, by law, or otherwise.

Certain provisions of these Terms shall be enforceable by Tangible following termination hereof and shall survive termination of the Agreement and these Terms, including, but not limited to: paragraphs 4 (Limitation of Liability), 5 (Confidential Information), and 6 (General Terms).

3. LIMITATION OF LIABILITY

Tangible expressly makes no warranty as to the Platform. Tangible shall not be liable to the Customer in respect of anything done or omitted to be done by Tangible except in the case of fraudulent acts or omissions, wilful default or negligence on the part of Tangible.

The Customer agrees that money damages alone would not be a sufficient remedy for any breach of paragraph 6 below by it or its directors, officers, employees or agents, and that in addition to all other remedies, Tangible shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and the Customer further agree to waive and to use its best efforts to cause its directors, officers, employees or agents to waive, any requirement for the securing or posting of any bond in connection with such a remedy.

Each of the parties acknowledges that Feederbridge is contracting with the Customer as a protected cell company under the provisions of the Companies (Guernsey) Law, 2008 (as amended) (the "2008 Law"), and the Customer hereby acknowledges and agrees that the aggregate liability of Feederbridge under the Agreement or these Terms shall be limited to its core assets, without recourse against the cellular assets of any of its cells. The expressions "core assets" and "cellular assets" shall respectively bear the meanings described in section 467 of the 2008 Law.

The parties agree that the limitations specified in this paragraph 4 will survive and apply even if any limited remedy specified in the Agreement or these Terms is found to have failed its essential purpose.

The Customer shall hold harmless Tangible, its affiliates and their licensors, officers, directors, employees, and agents (collectively, "Tangible Parties") from and against all third-party claims, causes of action, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) any action taken (or not taken) by the Customer based upon use of the Platform; (ii) any Customer Data; (iii) violation by the Customer of the Customer's representations and warranties in the Agreement or these Terms; or (iv) breach by the Customer of any terms of the Agreement, these Terms or the DPN.

4. CONFIDENTIAL INFORMATION

"Confidential Information" means any Information including any information, data, analysis, specifications, evaluation materials or notes created by the Customer in whatever form copied or in any derived form, containing or reflecting such Information, but specifically excluding information which:

  • was publicly known and available in the public domain prior to the time of disclosure by Tangible;
  • becomes publicly known and available in the public domain after disclosure by Tangible through no action or inaction of the Customer;
  • is in the possession of the Customer at the time of disclosure by Tangible as evidenced by the Customer's written records;
  • is independently developed by the Customer without use of or reference to Tangible's Confidential Information;
  • is received by the Customer from a third party without an accompanying duty of confidentiality;
  • is required by law or regulation to be disclosed to a government regulator, stock exchange, any competition authority or other similar entity; provided that prior to such disclosure (to the extent legally permissible) the Customer shall give Tangible prompt notice of such a requirement to enable Tangible to seek a protective order or other appropriate remedy; or
  • has been approved for use or disclosure by Tangible.

"Information" means all information provided directly or indirectly by the Tangible to the Customer (whether before, on or after the date of the Agreement) and in whatever form including in writing, conveyed orally or visually, including the identity of any Opportunities, the identity of Tangible, assets, research results, technical information and/or know-how relating to their respective businesses including ideas, inventions, designs, programs, techniques, database systems, formulae, algorithms, and software including software; and business contacts, lists of customers and suppliers and details of contracts with them together with the Agreement.

The Customer shall not, without the prior written consent of Tangible (which the Customer acknowledges and agrees shall apply irrespective of whether or not the Customer subsequently enters into any further agreement with Tangible relating to a Transaction), which consent Tangible may withhold in its sole discretion:

  • communicate directly with any director, officer, employee, or affiliate in relation to the Opportunities, without express written permission from Tangible;
  • utilise any Confidential Information to circumvent or compete with Tangible, or interfere in any manner with Tangible's work and interests;
  • utilise any Confidential Information other than in connection with assessing whether to submit a Bid Form in respect of an Opportunity; or
  • utilise information lawfully furnished or disclosed to the Customer by a non-party to the Agreement without any obligation of confidentiality and through no wrongful act of the Customer, or information independently developed by the Customer relative to the Opportunity, to circumvent or compete with Tangible.

The Confidential Information shall remain the property of Tangible and its disclosure shall not confer on the Customer any rights over the Confidential Information.

Upon the written request of Tangible, the Customer will destroy all copies, extracts or other reproductions of the Confidential Information that is in the Customer's possession except to the extent that the Customer is required to retain any Confidential Information to comply with any applicable law, regulation and/or any governmental, supervisory or regulatory body.

Notwithstanding any termination of the Agreement or these Terms, the obligations of the Customer hereunder in respect of any Confidential Information shall terminate two (2) years after the date on which that Confidential Information is disclosed.

5. GENERAL TERMS

Assignment

The Agreement and these Terms will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign the Agreement or these Terms except upon the advance written consent of the other party, except that either party may assign the Agreement or these Terms in connection with a merger, reorganisation (including internal reorganisation), acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign the Agreement or these Terms except as expressly authorised under this paragraph 6.1 will be null and void. Notwithstanding the above, Tangible may subcontract its obligations hereunder from time to time in its discretion.

Severability

If any provision of the Agreement or these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Agreement and the Terms shall otherwise remain in effect.

Governing Law

These Terms and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of England and Wales.

Notice

Subject to paragraph 6.6 below, any notice or communication required or permitted under the Agreement or these Terms shall be in writing to the parties at their respective email addresses, addresses of record or at such other address as may be given in writing by either party to the other in accordance with this paragraph and shall be deemed to have been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (iv) if given by email, immediately upon delivery to the recipient's server.

Consent to E-Delivery

Notwithstanding anything herein to the contrary, the Customer hereby consents to electronic delivery of any required or optional communication or document related to the Agreement, these Terms or the Platform. Communications shall be deemed delivered to you when sent or provided, regardless of whether you actually access or review them. If signature or acknowledgment is required or requested with respect to any such document and the Customer or any Permitted User "clicks" in an appropriate space, or takes such other action as may be indicated, the Customer will be deemed to have signed or acknowledged the document to the same extent and with the same effect (i.e., legally binding) as if the Customer had signed the document manually. If the Customer signs electronically, the Customer represents that it has the ability to access and retain a record of the relevant documents.

Amendments; Waivers

Except as otherwise set forth in the Bid Form, and subject to the amendment process set out this paragraph, no supplement, modification, or amendment of the Agreement or these Terms shall be binding, unless executed in writing by a duly authorised representative of each party to the Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement or these Terms, nor will any waiver be effective unless in a writing signed by a duly authorised representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by the Customer will supersede the terms and conditions of the Agreement and these Terms, and any such document relating to the Agreement shall be for administrative purposes only and shall have no legal effect.

Notwithstanding paragraph 6.7(a), Tangible may supplement, modify or amend the Agreement, the Terms or the DPN by providing not less than thirty (30) days' written notice of such supplement, modification or amendment to the Customer via email (the "Amendment Notice") and such supplement, modification, or amendment described in such Amendment Notice (the "Amendment") shall automatically take effect and become binding on the parties upon the date indicated in such Amendment Notice unless the Customer exercises its termination rights in accordance with the Agreement.

Third-Party Beneficiaries

Except as expressly set forth in the Agreement or these Terms, no provisions of the Agreement or these Terms are intended, nor will they be interpreted, to provide for or create any third-party beneficiary rights or any other rights of any kind in any other party. Affiliates of Tangible shall be deemed third-party beneficiaries to the Agreement, unless Tangible determines otherwise in its sole discretion.

Entire Agreement

The Agreement and these Terms, together with the Bid Form (if any) and the DPN, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of the Agreement and these Terms.

Force Majeure

Neither party, nor any of its respective affiliates, shall be liable for any delay or failure to perform any obligation under the Agreement or these Terms (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of the Agreement and which are beyond the reasonable control of such person, such as a strike, blockade, war, act of terrorism, riot, pandemics, quarantines, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

No Partnership

The parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

Counterparts; Electronic Execution

The Agreement may be executed in any number of counterparts which, when so executed, shall constitute an original and all of which together will constitute one and the same instrument. A signed copy of the Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of the Agreement.