TERMS OF USE

Date of Last Revision: 23rd of May 2014

1.- Terms of Use

1.1.- Please read carefully these Terms of Use (the ‘Agreement’ or ‘Terms of Use’) before using the services offered by Karolina Fund ehf (‘Karolina Fund’ or the ‘Company’). This Agreement sets forth the legally binding terms and conditions for your use of the website www.karolinafund.com (‘Website’) and the service owned and operated by the Company (together with the ‘Website’, the ‘Service’). By using the Service in any manner, including, but not limited to, visiting or browsing the Website, you signify that you have read, understood and agreed to be bound by this Agreement. If you do not agree to abide by these Terms of Use do not use or access (or continue using or accessing) the Website or the Service.

1.2.- The Service is offered subject to acceptance of all of the terms and conditions contained in these Terms of Use, including the Privacy Policy available at:

www.karolinafund.com/page/show/privacy_policy.

1.3.- The Company reserves the right, at its sole discretion, to modify or replace these Terms of Use by posting the updated terms on the Website. The date the Agreement is last modified will be posted at the top of this page. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes the acceptance of those modifications.

2.- Users

2.1.- All visitors to www.karolinafund.com, whether registered or not, are Users (‘Users’).

2.2.- The Service is available only to individuals who are at least eighteen (18) years old and at least the legal age in your jurisdiction. Any use or access to the Website by anyone under eighteen (18) or under the legal age is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Website, you represent and warrant that you are an individual at least eighteen (18) years old and of legal age in your jurisdiction to form a binding contract.

2.3.- Corporations and entities need to be represented by an individual eighteen (18) years of age or older, who is representative of the activities on the Website.

2.4.- The Company is under no obligation to accept any individual as a User and may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and therefore the right to access the Service is revoked in those jurisdictions.

3.- Registration

3.1.- You may view content on the Website without registering, but as a condition of using certain aspects of the Service, you are required to register with the Company and select a sign-in name (‘Sign-in Name’) and password. The Company may require from you additional information that will assist in authenticating your identity when you log-in in the future (‘Unique Identifiers’). You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in the immediate termination of your account.

3.2.- You shall not use as a Sign-in Name any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a Sign-in Name. In addition, the Company reserves the right to delete or change your Sign-in Name, password or Unique Identifier at any time and for any reason.

3.3.- You are solely responsible for the activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Website. You shall never use another User account without the other User’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.

4.- The Service

4.1.- Karolina Fund is a social network where project creators (‘Creators’) run campaigns to fund creative projects by offering rewards to raise money from backers (‘Backers’). By creating a fundraising campaign on the Website, you as the Creator are offering the public the opportunity to enter into a contract with you. By backing a fundraising campaign on the Website, you as the Backer accept that offer and the contract between Backer and Creator is formed. All dealings are solely between Users within the framework of Borgun‘s (Payment Partner) business terms. Karolina Fund is in no way party to that agreement.

4.2.- On the current Website, it is possible to browse, follow and support projects through donations and pledges. The Website provides a framework for setting up and publicizing projects, thus possibly gathering support for such projects. The Website also contains the Company Milestone-System (‘Milestone-System’) according to which Creators can define milestones in their projects and later on, as the implementation of the project develops, inform the Backers and other Users following or otherwise involved with the project about the milestones achieved and the progression of the venture.

4.3.- Creators will determine the amount they deem necessary to successfully carry out their project (‘Funding Goal’), and Backers may support that project by pledging during the funding period (‘Funding Period’).

4.4.- All pledges supporting a project will be collected (reserved) by Payment Partners preapproved payment sytem. No pledges will be submitted and deposited in the Company’s Funding Account. If the Funding Goal defined by the Creator of a project has been reached before the expiration of the Funding Period, the preapproved funds gathered will be charged and released by the payment partner to the creator. Contrarily, if the funding expectations have not been met and the Funding Goal has not been reached during the Funding Period, pledges wont be charged and will not be released to the creator.

4.5.- All pledges are non-refundable during the Funding Period. A pledge will not be charged after the expiration of the Funding Period to the original Backer if the Funding Goal of the project invested in has not been reached.

4.6 - Project Creators are required to fulfill all rewards of their successful fundraising campaigns. Karolina Fund is not responsible for fulfilling rewards.

5.- Community Guidelines

5.1.- As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use or law. The Service is provided only for your own personal, non-commercial use (except as allowed by the terms set forth in the section of these Terms of Use titled, "Commerce"). You are responsible for all of your activity in connection with the Service. You shall not, and shall not permit any third party using your account to, take any action, or Submit Content, that:

a. infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;

b. you know is false, inaccurate or misleading;

c. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy;

d. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;

e. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party;

f. is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or

g. impersonates any person or entity, including any employee or representative of the Company.

5.2.- You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

6.- Commerce

6.1.- By backing or creating a fundraising campaign on Karolina Fund, you agree to comply with the following conditions:

a. Backers agree to provide their payment information at the time they pledge to a campaign.

b. Backers consent the Company and its payment partners reserve a charge on their payment card or other payment method for an amount up to the full pledge immediately after the pledge has been made.

c. Backers agree to have sufficient funds or credit available at the moment they pledge to ensure that such donation will be collectible when a project reaches its Funding Goal.

d. Backers agree that the payment they pledge to a project is non-refundable during the Funding Period.

e. Backers agree that the payment they pledge to a project will only be cancelled if the project invested in has not reached the Funding Goal before the expiration of the Funding Period.

f. Creators agree to make a good faith attempt to fulfill each reward by its Estimated Delivery Date.

g. The Estimated Delivery Date listed on each reward is not a promise to fulfill by that date but is merely an estimate of when the Creator hopes to fulfill by.

h. Karolina Fund does not represent, warrant or guarantee that: (i) rewards will be delivered; (ii) rewards will be satisfactory. It is the Backer’s responsibility to act with due diligence before making a pledge.

i. Creators will not offer any project that they do not themselves own or have the right to offer i.e., you may not serve as an agent on behalf of any third party.

j. For all campaigns, Karolina Fund gives to the Creator each Backer’s name, e-mail, address and pledge amount. For successful campaigns, the Company additionally gives to the Creator each Backer’s time of pledge and specifies the payment method.

k. For some rewards, the Creator needs further information from Backers, such as a mailing address or t-shirt size, to enable the Creator to deliver the rewards. The Creator shall request the information directly from Backers at some point after the fundraising campaign is successful. To receive the reward, Backers agree to provide the requested information to the Creator within a reasonable amount of time.

l. Because of occasional failures of payments from Backers, the Company cannot guarantee the receipt by Creators of the amount pledged minus fees.

m. Karolina Fund reserves the right to cancel a pledge at any time and for any reason.

n. The Company reserves the right to reject, cancel, interrupt, remove, or suspend a campaign at any time and for any reason. Karolina Fund is not liable for any damages as a result of any of those actions. The Company’s policy is to reserve the right not to comment on the reasons for any of those actions.

o. Creators should not take any action in reliance on having their project posted on the Website or having any of the money pledged until they have the ability to withdraw and spend the money. There may be a delay between the end of a successful fundraising campaign and access to the funds.

p. Creators agree to not abuse other Users' personal information. Abuse is defined as using personal information for any purpose other than those explicitly specified in the Creator’s project, or is not related to fulfilling delivery of a product or service explicitly specified in the Creator’s project.

6.2.- Karolina Fund is not liable for any damages or loss incurred related to rewards or any other use of the Service.

6.3.- Karolina Fund is under no obligation to become involved in disputes between any Users, or between Users and any third party arising in connection with the use of the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with campaigns on the Website. Karolina Fund does not oversee the performance or punctuality of projects.

6.4.- The Company does not endorse any User submissions.

6.5.- You release Karolina Fund, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service.

7.- Fees and Taxes

7.1.- Users can register and maintain an account free of charge.

7.2.- Karolina Fund charges a six point three percent (6,3%) fee (including VAT) deducted from the total amount of the funds raised for all successfully funded projects (‘Success Fee’).

7.3.- Payments through different payment options are subject to the processors’ charges

7.4.- Karolina Fund is not responsible for the performance of its payment partners.

7.5.- Karolina Fund will remove their fees before transmitting proceeds of a project.

7.6.- Creators are responsible to report properly, and timely pay, for all applicable taxes for all pledges received. Karolina Fund is not responsible for any User’s behavior as regards the payment of taxes.

8.- External Websites

8.1.- The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Website. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company's control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources.

8.2.- The inclusion on another website of any link to the Website does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Karolina Fund shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

9.- Content and License

9.1.- The Services contain material, such as software, text, graphics, images, sound recordings, audio-visual works, and other material provided by or on behalf of Karolina Fund (collectively referred to as the ‘Content’).

9.2.- You agree that the Service contains Content provided by the Company and its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service.

9.3.- The Company grants to each User of the Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution, or storage of any Content for other than personal, non-commercial use is prohibited without prior written permission from the Company, or from the copyright holder. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.

10.- Intellectual Property

10.1.- By contributing, adding, creating, uploading, submitting, distributing, facilitating the distribution of, collecting, posting, or otherwise making accessible (‘Submit’) any content (‘User Submissions’) either on the Website or through the Service, you agree to the following terms:

a. The Company will not have any ownership rights over your User Submissions. However, the Company needs the following license to perform and market the Service on your behalf and on behalf of its other Users and itself. You grant to the Company the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the "Trademarks") in connection with (a) the Service, (b) the Company’s (and its successors' and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. The foregoing license grant to the Company does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions.

b. You are publishing your User Submission, and you may be identified publicly by your name or User Sign-in Name in association with your User Submission.

c. You grant to each User a non-exclusive license to access your User Submissions through the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use.

d. You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Karolina Fund all of the license rights granted herein.

e. You will pay all royalties and other amounts owed to any person or entity based on your Submitting User Submissions to the Service or the Company’s publishing or hosting of the User Submissions as contemplated by these Terms of Use.

f. The use or other exploitation of User Submissions by the Company and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

g. The Company shall have the right to delete, edit, modify, reform, excerpt, or translate any of your User Submissions.

h. All information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which that content originated. Karolina Fund does not regulate the content of communications between Users or Users’ interactions with the Services and is not responsible for the quality, safety, morality, legality, truthfulness or accuracy of user Content.

i. The Company will not be liable for any errors or omissions in any Content.

j. The Company cannot guarantee the identity of any other Users with whom you may interact while using the Service. Karolina Fund makes no attempt to confirm, and does not confirm, any User’s purported identity. You are solely responsible for determining the identity and suitability of other Users whom you may contact by means of the Service.

k. All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.

10.2.- The Company has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. Karolina Fund also may terminate User accounts even based on a single infringement.

11.- Termination

11.1.- The Company may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Website.

11.2.- Any fees paid to the Company are non-refundable.

11.3.- All provisions of the Terms of Use that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12.- Warranty Disclaimer

12.1.- The Company has no special relationship with or fiduciary duty to you. You acknowledge that the Company has no duty to take any action regarding any of the following: which Users gain access to the Website; what Content Users access through the Website; what effects the Content may have on Users; how Users may interpret or use the Content; or what actions Users may take as a result of having been exposed to the Content. The Company cannot guarantee the authenticity of any data or information that Users provide about themselves or their campaigns and projects. You release the Company from all liability for your having acquired or not acquired Content through the Website. The Website may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. The Company makes no representations concerning any Content on the Website, and the Company is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.

12.2.- The Company does not guarantee that any Content will be made available through the Service. The Company has no obligation to monitor the Service or Content. The Company reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a campaign or project; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; and (iii) remove or block any User or User Submission. Karolina Fund reserves the right not to comment on the reasons for any of these actions.

12.3.- The Service is provided “as is” and “as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. The Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that: (a) the Service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

12.4.- The Website may contain technical inaccuracies or typographical errors or omissions. Karolina Fund is not responsible for any such typographical, technical, or pricing errors listed on the Website. The Website may contain information on opportunities which are not available in every location. A reference to an opportunity on the Website does not imply that such opportunity is or will be available when you would like to pursue it. Karolina Fund reserves the right to make changes, corrections or improvements to the Website at any time without notice or liability.

12.5.- Karolina Fund is not authorized to provide financial advice or investment services and does not provide such services. Karolina Fund shall not be liable for any User behavior or content with regard to financial advice or investment on or off the Website. The investment opportunities on the Website are not authorized by the Financial Supervisory Authority in Iceland, and it is your responsibility to perform all due diligence prior to supporting a project.

12.6.- The Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Website or any website linked to the Website. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Website, or otherwise connected with your use of the Service.

13.- Indemnification

13.1.- You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

14.- Limitation of Liability

14.1.- In no event shall Karolina Fund, nor its directors, employees, agents, partners, suppliers, or content providers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to the service (i) for any lost profits, data loss, cost of procurement of substitute foods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages.

14.2.- Karolina Fund shall not be liable for any direct, indirect or consequential loss or damage incurred by any user in connection with the Website or in connection with the use, or inability to use, of the Website, any websites linked to it and any materials posted on it, including, without limitation:

a. loss of income or revenue;

b. loss of business;

c. loss of profits or contracts;

d. loss of anticipated savings;

e. loss of data;

f. loss of goodwill;

g. wasted management or office time; or

h. for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

15.- International

15.1.- Accessing the Service is prohibited from territories where the Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

16.- Electronic Delivery, Notice Policy and Your Consent

16.1.- By using the Service, you consent to receive from Karolina Fund all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, ‘Contract Notices’) electronically.

16.2.- Karolina Fund may provide the electronic Contract Notices by posting them on the Website. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service.

17.- Governing Law

17.1.- These Terms of Use (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of Iceland, without giving effect to any principles of conflicts of law.

17.2.- You agree that the Company and its Services are deemed a passive website that does not give rise to personal jurisdiction over Karolina Fund or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the Icelandic.

17.3.- You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the courts located in Iceland and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

17.4.- You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.

18.- English Language

18.1.- As a courtesy and convenience only, this Agreement may be translated and available in languages other than English.

18.2.- Notwithstanding any translation into another language, the English version of this Agreement governs.

19.- Integration and Severability

19.1.- These Terms of Use and other referenced material are the entire agreement between you and the Company with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service and govern the future relationship.

19.2.- If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable.

19.3.- The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

20.- Miscellaneous

20.1.- The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

20.2.- The Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company’s prior written consent.

20.3.- The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

20.4.- No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect.

20.5.- In any action or proceeding to enforce rights under the Terms of use, the prevailing party will be entitled to recover costs and attorneys’ fees.

20.6.- All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Karolina Fund © 2012 - 2015 | Kt: 460712-1570 | VAT: 111464