1. General Terms and Conditions

The following Terms of Service (collectively with our Privacy Policy, the “ToS”) govern your use of services, features, content, platform, tools or applications we offer(collectively the “Service”) that Platform MAVEK(the “PM”) provides through www.PMavek.com (the “Platform”). The ToS applies to all Members and Visitors(collectively “Guests”, “reader”, and “you”) of the Platform and aims to provide guidelines with respect to the right, obligation and responsibilities of PM and Guests. All Guests of the Platform are subject to the ToS and, by applying for member account and using the Platform, Guests acknowledge, accept, and agree to the ToS and all other terms, conditions, procedures and policies.
The ToS is deemed as a binding contract between Members and PM, and together with any other agreements between Guests and PM that govern your use of products, features, contents, applications and services available on the Platform. PM may enter into a Retainer agreement with Members. Each Member represents and warrants that he or she has the full authority to adhere to the ToS on behalf of his or her company or institution.
PM may, at its sole discretion, change the ToS, from time to time, upon notice to Members, and such changes will be notified through the email addresses provided by Members or via the Platform. In case, there are any changes in Pricing, Payments and Billing, PM will notify Members by email 30 days before any change goes into effect.
Utilization of the Platform for 30 days following an email notification or an electronic posting announcement of any changes to the ToS shall be deemed to be acceptance thereof by you.
You agree to keep business information and trade secrets of PM, including, but not limited to the terms and pricing, and any Member information confidential.

2. Definitions

“Visitor” means companies, entities or individuals using the Platform without completing Member registration for the platform and includes companies, entities, or individuals pending for approval status.
“Member” means a company or an individual who represents a company or institution who agreed and accepted this ToS and completed Member registration by receiving a final Member registration approval from the Platform. Member is divided into two categories as defined below: investor and advisor.
“Investor” a company or an individual who represents at least one of the four companies or institutions below, or an individuals or institutions who have obtained the special approval from MAVEK.

1. Korea Exchange(“KRX”) listed companies
2. Externally audited firms as per regulatory requirements
3. Companies with over 30 million USD asset according to the most recent financial period
4. Private Equity Funds duly authorized by the Financial Services Commission.

“Advisor’ means an institution or individual who has entered into a contractual relationship or has mandate to sell or bring capital (equity and/or debt) on behalf of a company.
“Deal Opportunity” means an opportunity to either sell a business or seek capital (equity and/or debt) that is offered on the platform by Advisor.
“Matched Deal” is a Deal Opportunity in which additional information has been shared with an Investor.
“Completed Transaction” means the signing of definitive documentation for the transaction of Deal Opportunity.
“Content” means the contents of the Platform and any products or services provided or sold by the Platform, including the Platform’s look and feel, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses, advisors, investors and lenders on the Platform.
“Tail” means the eighteen (18) month period following receiving additional information of a “Deal Opportunity.”
“NDA” means any non-disclosure, confidentiality or other similar agreement, including any supplements or amendments.
“Service Fee” is an amount of money paid by Investors to the Platform when a transaction with respect to Matched Opportunity is completed.

3. Uses of the Platform and Important Limitations

The Platform is designed for Advisors and Investors to confidentially identify, connect, and find each other for the goal of business development, originating and managing investment or M&A opportunities, and identifying and engaging with capital partners. Members are allowed to confidentially share a Deal Opportunity, provided that such Deal Opportunity complies with the ToS and the Members abide by the ToS. PM is not involved, in any way, with actual transaction processes between Advisors and Investors, and does not provide investment or legal advice concerning any transactions.
None of the information shared or submitted to the Platform with respect to any Deal Opportunity constitutes a solicitation, offer, opinion, or recommendation by PM to buy or sell any assets or securities or other financial instruments or to provide legal, tax, accounting, or investment advice or services regarding the suitability or profitability of any security of any kind, investment or transaction. PM does not make recommendations and provides no opinion in connection with the any Deal Opportunity to any Members. All Members are responsible for their own due diligence and the legal and regulatory compliance of any Deal Opportunity. PM is not responsible for information, content, or material available through the Platform as PM does not control the information or material provided by other Members.
You are required to provide true and accurate information and keep them updated to the latest version. PM is not able to confirm or guarantee the accuracy of information provided through the Platform. PM may ask you to verify information including Member information, Deal Opportunity, information on transactions they are currently working on and information relating to Completed Transactions.

4. Eligibility to Use the Platform

The use of the Platform is strictly limited to you, and it can never be used by any third party or for the benefit of any third party.
PM may, in its sole discretion, refuse to offer the Service or refuse access to the Platform to any person, entity, or Member, and change our eligibility criteria at any time. You are solely responsible for ensuring your Eligibility to use the platform and make sure that the ToS is in compliance with all applicable laws, statutes, ordinances, rules and regulations. In case any Member or Guest is in breach of this ToS, PM may hold the breaching party responsible and make them liable for damages caused.
The right of the Member and Guest to access the Platform will be immediately revoked where (i) a Member materially breaches the ToS, (ii) to the extent the offering, sale or provision of the Platform conflicts with any applicable law, statute, ordinance, rule or regulation, or (iii) as otherwise contemplated in the ToS.
PM reserves the right to, in its sole discretion, terminate relationships, and/or cancel your member account, and refuse to provide Service. If you do not agree to the ToS, the Privacy Policy, or any other agreements or documentation signed between you and PM, you must not access the Platform.

Age Requirement
In order to become a Member of the Platform, you represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Platform.

5. Your Promises of Conduct

Registration
When signing up for the Platform and creating an account for the Platform, you must provide accurate and complete information and keep the Member information updated to the latest version. You must not intentionally and/or knowingly select or use as a username a name of another person to impersonate that person or use as a username without appropriate authorization.
Members are solely responsible for their activities on the Platform and for keeping the password secure. Members may never use another Member’s account or registration information for the Platform without authorization from the Member in charge of the account or registration information. Members must notify PM of any changes in their information, company information they represent, their eligibility to use the Platform, and the relationship with their clients (including any changes in their mandate status), or, breach of security or unauthorized use of your account. Members should never disseminate or disclose login information for his or her account.

Acceptable Use
By accepting the ToS and using the Platform, Members and Guests agree not to:

1. Knowingly enter any false information about a company or person;
2. Intentionally misrepresent your relationship to a deal or transaction;
3. Provide any false or misleading information to the Platform or other Members;
4. Provide or update a Deal Opportunity that Advisor does not have a contractual agreement in place to sell or market on behalf of the company willing to sell whole or part of its business;
5. Engage in any fraudulent activity of any kind.

Members and Guests may not (and may not permit any third party to) input any information or content that:

1. is false, misleading, untruthful or inaccurate;
2. is promotional such as solicitations for funds or businesses, without the prior written PM’s approval;
3. constitutes junk mail, spam, chain letters, pyramid schemes or the like;
4. is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another’s privacy, offensive, profane, hateful as decided by PM in our sole discretion;
5. you do not have the right to disclose according to any law or under contractual or fiduciary relationships;
6. infringes any patent, trademark, trade secret, copyright, right of publicity or other proprietary rights of any party;
7. violates the legal rights of others, any law or contractual duty;

Members and Guests may not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or attempt to derive any source code or underlying ideas of any part of the Platform; (ii) modify, translate, or create derivative works of any part of the Platform; or (iii) rent, lease, distribute, or transfer any of the rights that you receive hereunder.
PM reserves the right to access, read, preserve, and disclose information to (i) meet any applicable law, regulation or legal process; (ii) enforce the ToS, including without limitation, investigation of potential violations of the ToS; (iii) detect, prevent, or address fraud, security or technical issues; (iv) react to Members’ requests; or (v) protect the rights, property or safety of PM, Members, Guests and the public.

6. Intellectual Property and Copyright.

The Content of the Platform are the property of PM or Content suppliers, and are subject to the copyright or other intellectual property rights of PM.

Guest License
According to the ToS, PM grants each Member of the Platform non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of accessing and using the Platform. Any unauthorized use, reproduction, modification, distribution, transmission, republication, display or performance of the Content and software on this Platform, or of any services provided or sold by MAVEK, is strictly prohibited. Members may copy information from the Platform only for his or her own use of the Platform. Any portion of the Platform may not be, under any circumstances, reproduced, duplicated, copied, sold, resold, licensed, rented or otherwise exploited for any commercial purpose without a prior written permission of PM. The commercial use or dissemination of any information, Content, and data gathered from the Platform and PM is strictly prohibited without a prior written permission of PM.

Member Content
All Content added, created, uploaded, submitted, distributed, or posted to the Platform by Members (collectively, “Member Content”), whether publicly posted or privately transmitted, is the sole responsibility of the Member who originated such Member Content. Members represent and warrant that you have all rights to provide the Member Content and grant the licenses set forth below to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Availability of Content
PM reserves the right to operation of the Platform. Any Content or information that you wish to upload or share on the Platform or wish to send to other Members through PM can be cancelled, blocked, rejected or deleted by PM. PM reserves the right, in its sole discretion, to (i) remove, edit or modify any Content, at any time, without notice to you and for any reason or for no reason at all; and (ii) to remove or block any Content from the Platform.

Copyright Infringement
If you believe that any information or data contained in the Platform infringes your intellectual property, you should notify PM, at once, of such infringement.

7. Pricing Policy

PM plans to provide the Service, free of charge, to Advisors till the end of 2022. Investor shall pay a service fee (the “Service Fee”) in connection with a Completed Transaction whether the Member closes the Matched Deal itself, through its’ related (parent, subsidiary, affiliate, or branch) company, or through newly created entity formed for the purposes of closing such transaction.

Service Fee
Service Fee is charged to Investors in connection with any Completed Transaction consummated during the Tail. For the avoidance of doubt, the Tail is eighteen (18) months from the date that the information of Matched Deal was first sent to an Investor’s email. If the definitive documentation is signed during the Tail period, Investors are subject to pay the Service Fee within five business days from the signing date.

Requirement to Disclose
Members are obliged to notify PM within 5 business days though the Platform or email (Peter@PMavek.com) when any of the followings below have occurred:

1. You or your company, including its parent, subsidiary, affiliate, or branch has submitted or entered into any agreement, memorandum (for example, a written LOI, written term sheet, written LOI, or similar equivalent), or other understanding with respect to a Matched Deal.
2. The occurrence of a Completed Transaction.

Members must always keep PM informed of the estimated transactions schedule for a Matched Deal as well as transaction terms, including but not limited to the transaction consideration, the timing of any future contingent or deferred payments related to an earnout.
Even after the termination or cancellation of Member account, the Member remains contractually obligated to the above disclosure requirements with respect to any still active Matched Deal for the entirety of the Tail Period.
Members who fail to abide and meet the above disclosure requirements are in “material breach” of the ToS and may be suspended, flagged, or removed from the Platform at PM’s sole discretion.

8. Key Legal Points

PM, in our sole discretion, may terminate your access to all or any part of the Platform at any time. All provisions of the ToS shall continue to apply following termination, including, without limitation, licenses of Guest Content, all applicable fees payable to PM, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Members may notify PM of their willingness to terminate use of the Platform at any time, and PM, without reasonable cause, shall accept the termination. Even after the termination of Member account, Member remains obliged to the Service Fee for any still active Matched Deal for the entirety of the Tail Period.

Indemnity
PM takes no responsibility for the following damages. PM is not, to the fullest extent permitted by law, liable for any special, indirect, consequential, incidental, or punitive damages.

1. Damages caused by natural disasters or exceptional circumstances such as force majeure events.
2. Damages caused by system failure that resulted from Members’ misuse of the Platform
3. Damages caused by the illegal and unapproved access and use of the Platform by any third parties
4. Damages caused by the transmission of any viruses from third parties.
5. Damages caused without PM’s intentional and material negligence

PM, to the fullest extent permitted by law, neither warrants nor promises anything that are not explicitly stipulated in the ToS. PM does not confirm or guarantee credibility, truthfulness, and accuracy of any information available through the Platform. PM assumes no responsibility for your damages and losses occurred without PM’s gross negligence. You agree to indemnify PM for any special, indirect, consequential, incidental, or punitive damages, made by or resulting from your violation of the ToS, any law, regulation, order or other legal mandate.
You agree to indemnify and hold harmless PM, its affiliates and each of its officers, directors, agents, and employees, from and against any suit, action, claim, demand, penalty or loss, and related attorneys’ fees, resulting from any third party due to or arising out of your (or any third party using your Account or identity in the Platform) use or misuse of the Platform, breach of the ToS or the law.

Resolution of conflict between Members
PM, its affiliates, and its officers, directors, agents, and employees are not responsible for any conflict, dispute, claims, lawsuits, conflicts, penalty or loss, and demand between or amongst Members and Guests. In case that there is any dispute or conflict between Members, each Member shall try his or her best to resolve such dispute in good faith. If any types of damages, resulting from or arising out of conflict and dispute between Members, is caused to PM, such Members are liable to compensate for such damages.

9. Governing Law

Any claim, cause of action or dispute (together a “claim”) you have with PM arising out of or relating to the Platform or the ToS or any other documents signed between you and PM shall be governed by and construed in accordance with the laws of the Republic of Korea.

10. Prevailing Language.

This ToS is made in Korean and English. The Korean version shall be deemed the original. In the event of a dispute as to the terms of this Agreement the English version shall prevail.

11. Miscellaneous

PM uses email to communicate with Guests and Members. You hereby authorize and agree that PM may communicate with you via email and you agree to receiving and sending any notice required under the ToS or any other agreement with PM via email.