Effective as of July 15, 2020:

The EZ Start e-commerce platform is a service offered by EZD S.a.r.l. with the registered address at: 4, rue Jean Engling, L-1466 Luxembourg, registered in the Register of the Luxembourg Trade and Companies, under number B 167127 ("EZ Start") on www.ezstart.lu (the "Website"). The Website is an online marketplace for start-up companies and founders (the "Customers") enabling them to apply for or purchase certain services or products from third-party service providers (the "Service Providers") and sellers (the "Services").

1. Purpose and scope

1.1. These Terms & Conditions ("T&Cs") define the conditions under which EZ Start provides the online marketplace and makes the Services provided by the Service Providers available to prospective Customers. The T&Cs shall apply to all users of the Website and all related activities and Services presented in the marketplace.

1.2. By submitting an application for registration on the Website, accessing the Website, using purchasing or applying for the Services, you agree that you have read, understood, and unconditionally accepted the T&Cs.

2. Access to Services by Customers

2.1. To be eligible to access and use the Services, you must: (a) have full legal capacity to enter into a contract (including the T&Cs); (b) be at least 18 years old (if you are an individual). The eligibility and criteria to access Services also depend on the country of your residence and particular requirements of the Service Providers (if any). You will be notified of any restrictions in course of onboarding process by a Service Provider.

2.2. To access the Services, you shall choose the appropriate Services package and send an application via the Website, as well as provide contact details and data requested on the Website. You undertake to provide accurate, up-to-date and complete information when applying for the Services on the Website and keep the data accurate and up to date on a continuous basis.

2.3. After application for the Services on the Website you will receive e-mail notification with further instructions, payment instructions, contracts (if applicable) and request for additional information (if applicable).

2.4. In certain cases, you might be asked to enter into a separate contract with the Service Provider in order to get access to the Services. In case of such need EZ Start may act as a commercial agent of the Service Provider being duly authorized to negotiate and execute agreement on behalf of the Service Provider, however, and for avoidance of a doubt, the Services will be performed by the Service Provider, unless specified otherwise in the email notification, instructions or contracts.

2.5. Provision of the Services may be dependent on due completion of onboarding procedures (including KYC and AML procedures) as required by the Service Provider.

2.6. Unless otherwise stipulated by the contract the Services will be provided after payment of the invoice.

3. Description of the EZ Start Website

3.1. EZ Start offers an electronic commerce platform that can be used in the following way:

3.1.1. Customers can search for products or services (Services) offered by third-party Service Providers on the Website and apply for the Services.

3.1.2. The Service Providers can present their business and offer their Services in accordance with the terms described herein. EZ Start reserves the right to refuse publication or to withdraw from the Website any information on the Services and Service Providers that EZ Start finds in its sole discretion inappropriate.

3.2. EZ Start does not sell or provide any Services directly and will in no event become a party to agreement concluded between a Customer and a Service Provider, except for, where it acts solely in the commercial agent's capacity, or expressly provides the Services by itself.

3.3. Each user of the Website can apply for the Services. EZ Start transmits requests made to the respective Services Providers and acceptance of the applicant as the client is in the sole discretion of the Services Provider.

3.4. The purchase of the Services will only be considered final after the order confirmation has been made available to the Customer and after the Services Provider has received payment under respective invoice.

4. Service Provider's obligations

4.1. The Service Provider undertakes to act in accordance with its obligations, described in the agreement with a Customer and, in particular, to comply with the obligations stipulated by these T&Cs.

4.2. The Service Provider undertakes to provide accurate information, contact data and address, including data for the processing of payments, and to keep all information up to date.

4.3. The Service Provider undertakes to provide a complete and exact description of the Services it offers on the Website. This description must reflect the essential characteristics of the Services and may be accompanied by supplemental images and documents.

4.4. The Service Provider undertakes not to invoice the Customer for other costs, commissions or to demand any other payment additional to the price indicated on the Website.

4.5. The Service Provider is bound by a duty of care regarding the identity of the client and the information the client provides. EZ Start does not guarantee the accuracy of the information provided during the registration of or applications by the Customers and it cannot be excluded that a user information contains erroneous data.

4.6. The Service Provider undertakes not to use in any case the data provided by the Customers in course of registration or application on the Website, such as, including but not limited name, address and e-mail address, for purposes other than provision of the Services. In particular, the Service Provider shall refrain from using the aforementioned data for advertising purposes, unless the Customer provides its explicit consent. The Service Provider also undertakes to comply with the terms of data protection protection rules.

5. Obligations of the Customers

5.1. The Customers undertake to provide exact and accurate information requested on the Website and keep it up to date.

5.2. The Customers are required to comply with any agreement they may have entered into with the Service Provider in connection the request for the Services and these T&Cs.

6. Cancellation of the Services

6.1. The Customer and/or the Service Provider may terminate the agreement for the Services in accordance with the terms of the agreement entered into between the Service Provider and the Customer. Any request in connection with the Services shall be directed to the Service Provider.

7. Prohibited Uses of the Services

7.1. Services and their description prepared by the Service Providers shall not infringe the rights of third parties, in particular the rights of intellectual property, copyright, trademark or personal rights.

7.2. By making publicly available a description of services on the Website, the Service Provider grants to EZ Start a free, non-exclusive, unlimited time and space worldwide license for the publication of the Services on the Website and for the advertising of these Services on the Internet, on all mobile applications, on posters, in all print media of all kinds, on television and radio (right of representation and communication to the public, right of adaptation, dissemination, reproduction in all forms, distribution, broadcasting) as well as the right to modify or redesign the works and the right to assign these rights to third parties insofar as this is necessary to achieve the objective.

7.3. The Service Providers indemnify and release EZ Start from all responsibility and against all claims of third parties and will assume all financial consequences and all damages direct and indirect which might be suffered by EZ Start, including reasonable legal costs, in connection with the Services.

7.4. EZ Start does not verify the legality of the content provided by the Service Providers on the Website and disclaims any liability whatsoever.

7.5. EZ Start reserves the right to delete all or part of the content, insofar as the content is illegal or constitutes prohibited content or prohibited activity in the sole discretion of EZ Start.

8. Limits of liability of EZ Start

8.1. In case EZ Start provider the Services the liability for damages is limited to direct damage in the performance of the contract and in any event limited by the price paid to EZ Start for the Services. Any liability of EZ Start going beyond the above is excluded.

8.2. Since EZ Start is not involved into the contractual relationship between the Customer and the Service Provider, EZ Start does not assume any guarantee and / or responsibility for obligations or damages resulting from the Services, terms of payment or delivery terms.

8.3. EZ Start does not guarantee any operational availability of the Services or the Website.

8.4. EZ Start shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.

8.5. In no event shall EZ Start, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives (collectively for purposes of the T&s are referred to as EZ Start), be liable for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorized or unauthorized use of the Website or the Services, or your breach of the T&Cs, even if an authorized representative of EZ Start has been advised of or knew or should have known of the possibility of such damages.

8.6. You agree to indemnify and hold EZ Start, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of the T&Cs, laws, rules, regulations or third party rights.

8.7. To the maximum extent permitted by applicable law, EZ Start specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. EZ Start does not make any representations or warranties that access to the Website, the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.

8.8. EZ Start makes no representations about the accuracy or completeness of any data available on the Website.

9. Intellectual property

9.1. Any reproduction or representation, in whole or in part, of the Website or of all or part of the elements found on the Website is strictly prohibited.

9.2. The corporate names, brands and distinctive signs reproduced on the Website are protected under trademark law. Reproduction or representation of all or part of one of the aforementioned signs is strictly prohibited and must be subject to the prior written authorization of the trademark owner.

9.3. Certain products are subject to personal and specific use rights regulating copies, public broadcasts, rentals. Users must respect these specific rights of use and EZ Start cannot be held responsible for any use which may be made of them in this context.

10. Protection of personal data

The personal data of the users is processed by EZ Start and the Service Providers, as well as their partners. The processing of users' personal data is essential for accessing and using the Services.

11. Dispute Resolution

11.1. Contacting EZ Start. If you have any feedback, questions, or complaints, contact us via Customer Support service by e-mail: support@ezstart.lu.

When you contact us please provide us with your full name, address and any other information EZ Start may need to identify you. Please also provide information on the transaction on which you have feedback, questions, or complaints.

11.2. Complaints. In the event of a complaint, in addition, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe relevant. In case the submitted complaint lacks information needed for the investigation, EZ Start will ask you to provide the missing information and data. In such case we will agree with you a timing (not shorter than 7 days) to eliminate the shortcomings of the complaint. We will ensure that the complaint investigation process is handled by our skillful, knowledgeable and experienced personnel.

Unless there are exceptional and/or extraordinary circumstances, EZ Start will endeavor to investigate your complaint and respond you as soon as reasonably practicable, but anyway within 30 days from the date of receipt of the complaint (or the latest installment of the supplementary documents). In case of extraordinary and/or exceptional circumstances which require a longer investigation period, EZ Start will agree with you such longer investigation period.

11.3. You agree to use the complaints procedure according to this section before filing any claim in a competent court or authority. Failure to comply with this provision should be interpreted as your unwillingness to settle the issue.

11.4. Disputes relating to the Services. Disputes are settled directly between the user and the Service provider without any liability and involvement of EZ Start. Any claim you may have in respect of the Services that you have purchased on the Website, including any representation, warranty, breach of obligations, duties or contract, or other causes of action must be brought directly against the Services Provider.

12. Miscellaneous

12.1. Force Majeure. EZ Start shall not be liable for delays, failure in performance or interruption of the Website or the Services, which result directly or indirectly from any cause or condition beyond EZ Start reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.

12.2. Amendments. EZ Start may amend or modify the T&Cs by posting on the Website or e-mailing to you the revised T&Cs, and the revised T&Cs shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Website and/or the Services and close your user account (if created). You agree that EZ Start shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Website and/or Services, except to the extent otherwise expressly set forth herein. If the revised T&Cs include a material change, EZ Start will endeavour to provide you prior notice on the Website and/or by e-mail before the material change becomes effective.

12.8. Assignment. You may not assign any rights granted hereunder. We reserve the right to assign our rights without restriction, including without limitation to any EZ Start affiliates or subsidiaries, or to any successor in interest. Any your attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, the T&Cs will bind and inure to the benefit of the parties, their successors and permitted assigns.

12.9. Severability. If any provision of the T&Cs is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction such provision will apply with the minimum deletions necessary to make it legal, valid and enforceable and the validity or enforceability of any other provision of the T&Cs shall not be affected.

12.10. Change of Control. In the event that EZ Start is acquired by or merged with a third party entity, EZ Start reserves the right, in any of these circumstances, to transfer the information that had been collected from you to the relevant entity acquiror or a new entity incorporated as a result of a merger, etc.

12.11. No Waiver. EZ Start's failure to act with respect to your breach does not waive the right to act with respect to subsequent or similar breaches.

13. Applicable law - Settlement of disputes

13.1. The T&Cs are governed by the law of the Grand Duchy of Luxembourg. Any dispute relating to their interpretation and / or their execution falls within the competence of the Court of the registered office of EZ Start. Any dispute arising out of or in connection with the T&Cs, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the courts of Luxembourg.