I. General

1. The Roman Rittweger Advisors in Healthcare GmbH, entered in the Commercial Register of the Local Court of Munich under HRB Munich 174449 (hereinafter “RRAIHC”), operates an internet platform under www.biostartr.com (hereinafter “Platform”). Natural and legal person as well as bodies of persons having legal capacity primarily from the biotechnology industry (hereinafter “Participants”) have the opportunity to present their respective undertaking and/or project(s) on the Platform with the objective of financing such through third parties (“Investors”). The contact between the Investor and the Participant shall be established exclusively via RRAIHC. “Users” are any and all persons who access the Platform’s web pages. Furthermore, other businesses (“Partners”) shall have the opportunity to present themselves on the Platform for a fee.

2. Use of the Platform shall be governed exclusively by these General Conditions of Use unless contractually otherwise agreed in an individual case. Deviating general conditions of use by the User are expressly objected to.

3. For entrepreneurs (§ 14 of the German Civil Code, Bürgerliches Gesetzbuch, BGB), legal persons under public law or special funds under public law, these General Conditions of Use shall also apply to any and all future legal transactions on this Platform, even if they have not been expressly agreed again.

4. The legal relationships between Users and Investors shall be governed by the contracts between them, which shall be concluded separately.

II. Services provided by RRAIHC

1. RRAIHC shall provide the technical prerequisites for the use of its Platform biostartr.com in accordance with the following provisions and in the scope described therein.

2. RRAIHC shall provide the Participant with an account for a fee and – at its discretion – carry out general public relations work for the Platform as well as – after consulting with the Participants – specifically for their particular projects. The nature and scope of the public relations work for the Platform and/or the projects shall be at the sole discretion of RRAIHC.

3. RRAIHC shall enable the Participants to upload information about their undertaking and / or projects to the Platform for potential Investors.

4. The Participants shall have the opportunity to submit documents to RRAIHC for the purpose of examining the strengths and weaknesses of their self-marketing. This examination, which shall be conducted according to certain formal criteria, which are described at an appropriate place on the Platform’s website, shall be covered by the registration fee. In this connection it is expressly pointed out that only a limited examination of the Participant’s documents according to certain formal criteria shall be conducted by RRAIHC; such examination does not permit any conclusion to be drawn as to whether the information and statements made by the Participant on the Platform are accurate. In particular RRAIHC shall not examine whether and to what extent an investment by the Investor, irrespective of the form of the investment, is commercially feasible. This appraisal and the decision regarding a possible Investment shall be made by the Investor independently and upon his own responsibility.

5. It shall be the individual Participant’s responsibility to provide the information, documents and data as well as a business plan where appropriate (hereinafter collectively “Information”) that are relevant for a potential investment decision on the Platform. The Participant shall be solely responsible for the accuracy, completeness and currency of the Information.

6. RRAIHC shall be entitled to provide its services via a third party.

7. Where the use of the Platform is provided free of charge to Investors (e.g. making information available to Participants) and RRAIHC has not received a request to establish contact, the User shall have no claim against RRAIHC to continue its services. RRAIHC reserves its right to discontinue this gratuitous offer pursuant to sentence 1 at any time without prior notice and without requiring a notice of termination pursuant to No. VIII.

III. Registration as a Participant, conclusion of the contract for use of the Platform

1. Use of the Platform’s restricted area (e.g. project presentations, self-promotions) shall require a permanent registration and truthful responses to the information requested. Registration shall only be permitted for natural persons who are 18 years of age or older and have full legal capacity. Registration shall require the name of the undertaking and the registrant’s real name and the registrant’s complete address. Multiple registrations shall not be permitted.

2. Registration using incorrect information is not permitted and shall result in exclusion from the Platform. RRAIHC reserves the right to delete such accounts without prior notice which have been created by using one-time email addresses (so-called “disposable email addresses”) or accounts which have not been activated within 4 months after their creation. By concluding the registration process the Participant makes a binding offer to conclude a contract for the use of the Platform’s services.

3. After registering on the Platform RRAIHC shall send the Participant a confirmation email requesting that the Participant confirm his registration. This confirmation shall not yet represent a binding acceptance in respect of the application for registration. Rather, this shall initially serve to verify the email address. RRAIHC generally – unless RRAIHC expressly declares its acceptance in an individual case –accepts an offer in respect of an account only by implied acceptance by activating the Participant for his Platform.

4. Registered Users shall keep their personal data up-to-date at all times as long as they are registered.

5. Users may create their own password for their registered account. The User shall be responsible for ensuring that this password is not made available to third persons. In this respect the User shall bear full responsibility for any and all acts performed using his account. The User shall immediately inform RRAIHC if any third person is aware of his password and of any improper use of his account.

6. RRAIHC reserves the right to reject a registration without providing reasons therefor, even where all conditions for acceptance as a Participant have been satisfied.

 7. RRAIHC expressly points out that each investment shall require the conclusion of a separate contract with the respective Investor and shall be governed by an independent contract.

IV. Costs

1. Use of the Platform shall be free of cost for Investors.

2. Registration shall involve the following costs for Participants:

– the option of a one-time charge of EUR 5,000 (“Flat Rate”) or
–  1% (one percent) of the investments which came about as a result of the registration during the presentation and 24 months after the end of the presentation, or for each round of presentations (“Performance Rate”).

3. The above costs shall be applicable for each registered biotechnology undertaking / project and shall be subject to the prevailing statutory value added tax applicable in Germany. Where the Participant has chosen the Flat Rate in the amount of EUR 5,000 the costs shall be incurred at the time of registration. The costs shall be due and payable when RRAIHC has transmitted the invoice to the Participant using the Participant’s email address as provided by the Participant in the course of the registration. The aforementioned costs shall cover the presentation on the Platform and the examination of the strengths and weaknesses of the Participant’s self-marketing pursuant to No. 2.4.

V. Users’ obligations, general information

1. Potential Investors agree to maintain confidentiality of any information and documents made available to them via the Platform and not to make this available to third parties. Such information may be used solely for the purposes pursued by this Platform and the objectives of the Participants mentioned in these General Conditions of Use. This shall apply in particular to the information contained in the business plans and documents of the biotechnology undertakings, which have been made available. Breaches of this provision may result in the potential Investor’s liability for damages and/or the immediate exclusion of the potential Investor from further use of the Platform. The Participants may provide a corresponding non-disclosure agreement (NDA).

2. The Information available on the Platform shall not constitute an advisory service by RRAIHC and is not a substitute for professional advice. RRAIHC therefore recommends to potential Investors that they inform themselves as appropriate, of the legal, commercial and tax consequences of an investment prior to their decision on concluding an investment and during the term of the investment. Each investment may lead to the complete loss of the investment amount. Therefore only such amounts should be invested as can be compensated for in the event of their loss.

3. Any manner of commentary on the Platform and the associated blogs, etc. that violate prevailing laws or are otherwise objectionable, in particular racist, pornographic or insulting comments or comments that violate good ethics shall not be permitted. Violations of this provision may result in the responsible person’s liability for damages and/or the immediate exclusion of the registered User from the continued use of the Platform.

4. After consultation, RRAIHC shall make the data provided by the Participant available to potential Investors in the scope permitted by the Participant and provided this data and/or Information does not violate statutory provisions or these General Conditions of Use. RRAIHC reserves the right to examine the relevant data and/or Information on a random basis.

5. RRAIHC shall assume no responsibility for the content of the websites of third parties, even where it has provided links to such third parties on the Platform. RRAIHC has no influence over the content of these sites.

6. RRAIHC reserves the right to exclude a biotechnology company undertaking from the use of the Platform with immediate effect where there are indications of an improper use of the Platform. In this event there shall be no reimbursement of the costs which were paid pursuant to No. IV. Any claims of RRAIHC pursuant to No. IV. shall remain unaffected.

7. The User of the website shall be fully responsible for any and all Information he sends to RRAIHC in respect of its content and accuracy and shall also be responsible for ensuring that the Information does not infringe the rights of third parties.

VI. Availability of the Platform

RRAIHC endeavors to provide a comprehensive availability of the Platform to the extent that this is technically and commercially reasonable. However, for technical reasons, a right to availability at all times cannot be granted. In particular, maintenance, security and capacity constraints as well as events beyond RRAIHC’s sphere of control may lead to a temporary discontinuation of services and the unavailability of the Platform. The Platform’s accessibility is also dependent on the User’s own technical equipment as well as the quality of the data connection via the internet. RRAIHC reserves the right to restrict temporarily access to the Platform at any time if this is necessary for reasons of capacity constraints, the security of RRAIHC’s systems or to carry out technical measures.

VII. Liability

1. The Users of this website agree that they shall access this website and the contents thereof at their own risk.

2. Neither RRAIHC nor third parties, who are involved in the creation, production or transmission of this Platform, shall be liable for damage or injuries resulting from the access to or the impossibility of access to this Platform, the use of or impossibility of the use of this Platform or the circumstance that the User has relied on Information, which is contained on this website.

3. RRAIHC shall be liable in accordance with the statutory provisions in the event of intent, gross negligence, loss of life, injury to limb or health and in cases of mandatory statutory liability. RRAIHC shall furthermore be liable in accordance with the statutory provisions where an obligation, compliance with which is of special importance for achieving the contractual objective (cardinal duty), has been culpably breached. In this case the liability for damages shall be limited to the foreseeable, typically occurring damages. Otherwise RRAIHC shall not be liable for simple negligence.

 4. RRAIHC shall not be liable for damages occurring as a result of force majeure, riots, acts of war, natural disasters or other events for which RRAIHC is not responsible (for example, strikes, lockouts, traffic disruptions, acts decreed by domestic or foreign public authorities).

5. The aforementioned limitations of liability shall also apply in the event of the culpability of one of RRAIHC’s agents as well as to the personal liability of the employees, representatives and organs of RRAIHC.

6. RRAIHC shall not be liable for the validity or any of the content of the investment contracts concluded between the Participants and potential Investors.

 7. RRAIHC shall also not be liable for any infringement of the obligation to maintain confidentiality pursuant to No. V.1. by a third party.

VIII. Term, termination

1. The contract for use of the Platform shall be concluded for an unlimited period and may be terminated by RRAIHC by giving a two-week notice to the end of the month, but no earlier than 12 months after the Participant’s costs pursuant to No. IV.2. have become due and payable. Where a longer notice period has been agreed in an individual case, for example, where additional services have been ordered, this notice period shall be applicable to the additional service. Users who wish to terminate their registration and thus the contract for use of the Platform may send an email to team@biostartr.com.

2. The termination shall not affect any financing rounds that may occur later, in particular in respect of the cost obligations pursuant to No. V.2 (“Performance Rate”).

3. The right to termination for good cause shall remain unaffected.

IX. Data protection

RRAIHC collects, processes and uses personal data in compliance with its data protection policies. The Data Protection Statement provides information on the manner in which RRAIHC collects, uses and stores personal data and, where appropriate, to whom this may be disclosed. The Data Protection Statement in its respective current version shall form an integral part of these General Conditions of Use. You may retrieve the Data Protection Statement under biostar.com/XXX.

X. International Users

The Platform’s web pages shall be reviewed, operated and maintained by RRAIHC at its Munich, Germany site. They are intended for international use. RRAIHC does not, however, provide any guarantee that the information presented on this website are valid worldwide, in particular that the regulations, provisions and laws are applicable in the same manner. The User himself is responsible for compliance with the local laws prevailing in his jurisdiction when accessing this website and/or the downloading content.

XI. Final Provisions

1. RRAIHC reserves the right to amend these General Conditions of Use with effect for the future at any time and without providing reasons therefor. The amended Conditions shall be transmitted to the registered User via email to the email account he provided in the course of his registration no later than four (4) weeks prior to their taking effect. RRAIHC shall also make notice of the amendment of these General Conditions of Use on the Platform itself. The amended General Conditions of Use shall be deemed to have been accepted unless an objection to the validity of the amended Conditions of Use is made in text form within six (6) weeks after receipt of the notification of the amendment of these General Conditions of Use. RRAIHC shall separately point out the legal consequences of silence in the notification of the amendment of these General Conditions of Use. If the Participant exercises his right to object, the request for amendment shall be deemed to have been rejected. The contract shall then be continued without the proposed amendments, but may be terminated at any time without notice by both Parties.

 2. These General Conditions of Use and the legal relationship between RRAIHC and the Users shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

3. The place of fulfillment and the venue for any and all disputes arising from this contract is Munich, Germany for all merchants and legal entities, including legal persons under public law and special funds under public law. In the event of law suits or motions filed by RRAIHC every other venue shall apply.

4. If individual provisions of this contract should prove to be invalid or unenforceable this shall not affect the validity of the remaining provisions. In such a case the Parties shall replace the invalid or unenforceable provision with that provision, which is legally valid and which comes closest to achieving the purpose which the Parties intended. This shall apply mutatis mutandis in the event that loopholes should be discovered in the course of the performance of this contract.