LEGAL NOTICE

Legal information and conditions of use

The terms and conditions contained in this Legal Notice regulate the use of the Website www.formulaxfranchising.com (hereinafter, the “Website”) that Franchise Venture Capital S.L. (hereinafter, "FORMULA X FRANCHISING") makes available to Users who access its Website (hereinafter, the "User" or "Users") in order to provide them with information about its services / products, enable contracting of these, facilitate registration and access to the User's personal area, as well as offer other information of interest on events or news related to entrepreneurs, startups and investment.

FORMULA X FRANCHISING, with NIF number B10522332, has its registered office at Calle de Serrano 19, 6º Derecha,28001, Madrid, Spain, and is registered in the Mercantile Registry of Madrid, Volume 43352, Folio 90, Inscription 1, Sheet M- 765817. If you wish to contact FORMULA X FRANCHISING you can use the postal address indicated above, or if you prefer via email info@formulaxfranchising.com

The use of the Website by the Users implies the acceptance of all the conditions included in this Legal Notice and in the Terms and Conditions.

Users must carefully read the Legal Notice and the Terms and Conditions present on the Website on each of the occasions in which they intend to use it, since it may be modified without prior notice.

Access to and use of the Website is free of charge, except for the User's cost associated with the connection through the Internet service provider's telecommunications networks. However, some services/products of the Website accessible to Users are subject to general contracting conditions, particular conditions, regulations and instructions that, where appropriate, replace, complete and/or modify these terms and conditions, and that must be accepted by the Users before the corresponding service is provided.

Access to and/or use of said services/products and content expresses the full and unconditional acceptance of the particular conditions in the version published by FORMULA X at the access time said, contracting and/or use occurs.

It is possible that, throughout the provision of the services included in the Website, the name of the domain under which said services are provided may change. Therefore, the Users are aware of and accept this possibility, in which case the obligations accepted by the Users and FORMULA X FRANCHISING remain fully in force in accordance with the provisions of this document.

User Responsibility:

The User undertakes to make appropriate and lawful use of the Website, in accordance with the laws, public order, and good customs, and following the indications of this Legal Notice. Prohibited uses include, but are not limited to:

  • Disseminating content or propaganda of a racist, xenophobic, pornographic, or illegal nature, advocating terrorism or that violates human rights or fundamental freedoms.
  • Incur in illicit, illegal activities, or contrary to good faith and public order.
  • Cause damage, carry out attacks or introduce malicious codes, viruses, Trojans, worms or any other harmful program or material in the physical and logical systems of FORMULA X FRANCHISING, its suppliers or third parties.
  • Attempt to access and, where appropriate, use the email accounts of other users, as well as modify or manipulate their messages.
  • Provide false or inaccurate information.
  • Impersonate the identity of third parties, or publish private contact data.
  • Violate the rights of third parties to privacy, their image, data protection, secrecy in communications, intellectual and industrial property.

The User who provides information to FORMULA X FRANCHISING for the registration and contracting of services/products must do so with true, exact, complete and updated data, and will be solely responsible for the false or inaccurate statements made and the damages that may be caused to FORMULA X FRANCHISING or third parties.

Users are recommended to periodically change the password. The User will safeguard said password with due diligence and will be responsible for any use or access to it by unauthorized third parties. FORMULA X will not request by any means, be it email, or others, that the Client informs of the key or password that allows access to the services of the Website by the User. The User undertakes not to communicate the access code to third parties. Each User will be responsible for the expenses and damages caused by the use of the services by any third party that uses their password for this purpose thanks to non-diligent use or loss of the same by the User.

Once registered, the User will receive an alphanumeric code at the email address provided for registration. Said code will have the purpose of verifying their identity when they want to contract one of the services or products offered through the Website, for this, whenever they want to carry out the said contract, they will be asked to provide said code.

For more information on the use and operation of the Website, consult the Terms and Conditions of the Website.

  1. Exclusion of guarantees and responsibilities

FORMULA X FRANCHISING reserves the right to interrupt access to the Website, as well as the provision of any or all of the content provided through it at any time and without prior notice, whether for technical reasons, security, for control, maintenance, due to power failures or for any other well-founded cause.

Consequently, FORMULA X FRANCHISING does not guarantee the reliability, availability or continuity of the Website or its contents, so the use thereof by Users is carried out at their own risk, without, at no time can responsibilities be demanded the discontinuity or lack of availability of its services.

FORMULA X FRANCHISING will not be responsible in the event of service interruptions, delays, errors, malfunctions and, in general, other inconveniences that have their origin in causes beyond the control of FORMULA X FRANCHISING, and/or due to a malicious or negligent action of the Users and/or have as their origin causes of Force Majeure. Without prejudice to what is established in article 1105 of the Civil Code, the concept of Force Majeure will also be understood to include, in addition, and for the purposes of these general conditions, all those events that occur outside the control of FORMULA X FRANCHISING, such as: of third parties, operators or service companies, government acts, lack of access to FORMULA X FRANCHISING networks, acts or omissions of Public Authorities, those produced as a result of natural phenomena, blackouts, etc. and the attack by hackers, crackers or other third parties on the security or integrity of the computer system. In any case, whatever its cause, FORMULA X FRANCHISING will not assume any responsibility for direct or indirect damages, consequential damages and/or lost profits.

The content of the information on the Website is general and has a purely informative purpose, without guaranteeing full access to its contents, nor that it is complete, correct, valid or current, nor that it is appropriate and useful. for private purposes. FORMULA X FRANCHISING makes the information available to the User "as is" and "as available", and without guarantee of any kind, especially that said content is suitable for the particular situation of the User. The mere access to the information contained in the Websites does not create a binding contractual relationship with the User, nor any other type of relationship or commitment.

Consequently, FORMULA X FRANCHISING excludes any liability for damages of any nature that may be due to the lack of veracity, accuracy, completeness and/or timeliness of the content transmitted, disseminated, stored, made available or received, obtained or those that have been accessed through the Website, nor for the content provided or offered by third parties or entities. FORMULA X FRANCHISING will try as much as possible to update and rectify any information hosted on the Website that does not meet the minimum guarantees of truthfulness. However, it will be exonerated from responsibility for not updating or rectifying it, as well as for the contents and information contained therein.

FORMULA X FRANCHISING is not responsible for the content of the information collected on the Website, as well as for those opinions, comments, appreciations or any other manifestation contained therein that are not issued directly by FORMULA X FRANCHISING.

FORMULA X FRANCHISING excludes any liability for damages of any kind that may be due to the presence of viruses or the presence of other harmful elements in the content that may cause alteration in computer systems, as well as in documents or systems stored in the same.

FORMULA X FRANCHISING is not responsible for the contents, whatever they may be, that Users send to FORMULA X FRANCHISING through the Website, through the email service or by any other means, being therefore attributable to the Users any responsibility arising from the content sent by them.

FORMULA X FRANCHISING is not responsible for the use that Users make of the Content of the Website, nor of their passwords, as well as any other material contained on the Website, which may involve a violation of any type of regulation, national or international, of the rights of intellectual or industrial property or any other right of third parties. Similarly, it is not responsible for possible security errors that may occur due to the use of non-updated browser versions, or for the consequences that may arise from the malfunction of the browser, either due to inadequate configuration, the presence of computer viruses or any other cause beyond the control of FORMULA X FRANCHISING.

FORMULA X FRANCHISING does not guarantee that the Website complies with the laws of other countries, either totally or partially. If the User resides or is domiciled in another place and decides to access and/or browse the Website, they will do so at their own risk and must ensure that such access and browsing complies with their applicable local legislation, without FORMULA X FRANCHISING assuming any liability arising from such access.

Links to third parties (outbound links)

The Website may include technical link devices, directories, and even search tools that allow the User to access other Internet pages (hereinafter "Linked Sites"). In this case, FORMULA X FRANCHISING may act as a service provider that provides links to Linked Sites, in accordance with article 17 of Law 34/2002, of July 11, on services of the information society and electronic commerce. (LSSICE). For this purpose, it will not be responsible for the stored information provided that (i) it has not had effective knowledge that the activity or stored information is lawful or that it damages the property or right of third parties, (ii) and if it does know, acts with diligence to remove the data or disable access.

If the User considers that there are Linked Sites with illicit or inappropriate content, they may notify it, without implying that they are obliged to remove the corresponding link. FORMULA X FRANCHISING does not know the contents and services of the Linked Sites and therefore is not responsible for damages arising from their lack of quality, outdated, unavailability, error, uselessness or illegality and is not responsible for the statements made or the contents or services provided through them. If the User is aware that the Linked Sites refer to pages whose contents or services are illegal, harmful, denigrating, violent or immoral, they may contact FORMULA X FRANCHISING to indicate such point, at the contact address indicated in the first section. of this Legal Notice, indicating:

  • Of the caller: name, address, telephone number and email address.
  • A description of the facts that reveal the illicit or inappropriate nature of the Linked Site.
  • An express statement that the information contained in the communication is accurate.

Also, when FORMULA X FRANCHISING publishes content from third parties, it will not be responsible for its veracity and accuracy, being exempt from any contractual or non-contractual responsibility with the User who makes use of these. In no case, the existence of Linked Sites must presuppose the existence of agreements with those responsible or owners thereof, nor the recommendation, promotion or identification of FORMULA X FRANCHISING with the statements, content or services provided.

If Users decide to visit and/or use any of the Linked Sites, they will do so at their own risk and will have to take appropriate protective measures against viruses or other harmful elements.

Website links (inbound links)

Third parties are not authorized to introduce links from their own web pages to the Website without the express consent of FORMULA X FRANCHISING. In the event that a third party is authorized to use the link, this use will be made respecting the limitations and purposes set forth in the authorization itself and in the Terms and Conditions of the Website.

Intellectual and industrial property

The User acknowledges and accepts that all copyright, trademarks and any other intellectual or industrial property rights over the contents or materials presented on the Website are owned at all times by FORMULA X FRANCHISING by itself or as an assignee. These rights are, by way of example and not limitation, any rights subject to intellectual and industrial property such as names, trademarks, source codes, texts, images, photographs, icons, drawings, colour combinations, audio and/or video files, files of software, buttons, trademarks, logos, slogans, and designs, selection of materials used, as well as on the structure, presentation of any information and/or content of this Website.

By virtue of the provisions of Royal Legislative Decree 1/1996, of April 12, which approves the Revised Text of the Intellectual Property Law, as well as Law 17/2001, of December 7, on Trademarks and the complementary legislation on intellectual and industrial property, the copying, reproduction, modification, transformation, distribution, extraction, reuse, forwarding, and public communication are expressly prohibited – including its method of making all or part of it available – of the contents of this Website, for profit or not, in any medium and by any technical means, without the express written authorization of FORMULA X FRANCHISING or, as the case may be, of the owner of the industrial or intellectual property rights. 

Access to the Website does not grant a license or authorization, nor does it represent any transfer of industrial or intellectual property rights over the contents and/or information on the Website, beyond strictly personal use. The User may view and obtain temporary private copies of the contents for their exclusive and private use in their computer systems (hardware and software), as long as the purpose is not the development of any commercial or professional activity. The User may not obtain or attempt to obtain the content of the Website by means or procedures other than those that have been intentionally made available to them or have been indicated for that purpose, or those that are commonly used on the Internet (provided that the latter do not pose a risk of damage or disablement to FORMULA X FRANCHISING). The User must at all times respect the existing intellectual and industrial property rights of FORMULA X FRANCHISING or of third parties, making authorized use of the materials and information contained in this Website.

In the event that any User considers that there has been a violation of their property and intellectual rights, they must notify FORMULA X FRANCHISING as soon as possible.

Privacy policy and protection of personal data

Any personal data that Users provide during the use of the Website will be treated in accordance with ours.

Users must read and accept said Privacy Policy before providing their personal data to FORMULA X FRANCHISING.

  • Generalities

In the event that any section of the Legal Notice is considered null, partially or totally, by a Court, Tribunal or other competent administrative body, said nullity will only affect said provision.

This Legal Notice cancels and replaces any other previous text with the same purpose that has been previously made available to the User.

  • Jurisdiction

The relationships established between FORMULA X FRANCHISING and the User will be governed by the provisions of the current regulations regarding the applicable legislation and the competent jurisdiction. However, for cases in which the regulations provide for the possibility of the parties submitting to a jurisdiction, FORMULA X FRANCHISING and the User, expressly waiving any other jurisdiction that may correspond to them, submit to the Courts and Tribunals of the city ​​of Madrid.

This Legal Notice is governed by Spanish Law

Publication date: 04/12/2022

 TERMS AND DISCLAIMER

Terms

1. The project will be channelled through a Spanish limited liability company (the “Company”). In principle, the Company will have been previously established by FVF Capital Group, S.L. (“FVF”), but it may also be newly established.

2. The participation of the unit-holders (“Participant(s)”) will materialize through the assumption of company shares of the Company and their corresponding disbursement. A minimum ticket of 200,000 euros will be established that must be disbursed at the beginning. The total amount of the investment commitments will be around 7-9 million euros. Said participation will be regulated in the corresponding investment and partner agreement of the Company, which will be subject to common Spanish law and to the courts of the city of Madrid. FVF will be a partner of the Company with a 25% stake, which it will subscribe at nominal value (being the only partner that will not contribute an assumption premium).

3. In the event that any of the Participants do not make their corresponding committed disbursements within the agreed term, they will lose all their rights in the project. In addition, if the unpaid part is not covered by the other Participants, mechanisms could be established by which the project could be cancelled and, if the Company had been established, it could be liquidated.

4. Under normal conditions, the Company's resources will be mainly dedicated to (i) Acquisition of participation(s) in SMEs holding IP rights related to franchises in any sector (“Investment(s)”), including expenses derived from the corresponding negotiation and materialization of the taking of participation (due diligence, notary costs, lawyers, registration,…); (ii) Support of the day-to-day running of the Company (employees, collaborators, facilities,...) in accordance with the annual budget and (iii) Payment of brokerage services.

5. Governing bodies: (i) Administrative body: FVF will be the sole administrator; and (ii) general meeting of partners: it will adopt its agreements by simple majority except for certain agreements (such as, for example, the acquisition and sale of participation in other companies). FVF may exercise its voting rights in any case, without understanding that it is conflicted.

6. Transferability of the Company's shares: any transfer will be subject to a preferential right of the Company and/or the Shareholders. In addition, FVF will not be able to transfer its shares during the 5-year period.

7. The project has an estimated time horizon of 5 years. When the date is finally agreed upon or when all the initial Investments have been liquidated (not revolving), the Company will be dissolved, with the partners receiving the corresponding liquidation fee, as the case may be.

8. The Company will not distribute dividends during its term.

9. FVF may participate in other similar projects by creating other companies that may compete with the Company or by investing in companies that could be Potential Targets, provided that 75% of its investment budget has been invested.

Disclaimer

This document has been prepared by FVF and does not imply financial advice under the terms of articles 140 and 144 of Royal Legislative Decree 4/2015, of October 23, which approves the consolidated text of the Market Law of Values. It has been prepared without regard to the particular circumstances and financial objectives of the persons who receive it (“Recipient(s)”). The Recipient must be aware that participation in the project may not be appropriate for its specific investment objectives, its financial position or its risk profile since these have not been taken into account in the preparation of this document.

This document is for informational purposes only and should not be considered or used as a subscription offer of any kind. Any decision of the Recipient to participate in the project must be made exclusively on the basis of the independent analysis carried out by the Recipient, who must be duly advised from the legal, fiscal and financial points of view.

The accuracy or completeness of the information contained in this document is not guaranteed, and no liability is assumed in this regard. Return data are mere estimates based on assumptions. The total return of the Unitholders in any case is subject to the possibility of a gain in the liquidation of the investments greater than the costs incurred during the project. Returns obtained in other projects similar to the one described in this document should not be considered guarantees or projections of future returns. The opinions and forecasts reflected here may not be shared by all the employees of the issuer of this document and may be modified without prior notice. There are significant risks associated with an investment in the project (including, without limitation, the risk of the total loss of the amount invested, illiquidity derived from being a member of a limited liability company and the lack of control over the management of the investment). Company) so the Receiver should ensure that he fully understands such risks before making an investment decision. This document does not constitute a complete statement of the risk factors associated with an investment in the project. Neither the Company nor FVF [nor the promoters of the project] nor the project nor the Investments to be made is regulated (including, without limitation, by the CNMV or any other similar body) and do not constitute investment products or services subject to the Royal Legislative Decree 4/2015, of October 23, approving the consolidated text of the Securities Market Law, neither the regulation on collective investment vehicles (UCITS Directive and AIFMD Directive and corresponding local implementation) nor Law 5 /2015, of April 27 and Regulation (EU) 2020/1503 regarding European providers of participatory financing services, among others

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