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Non-Disclosure Agreement

Non-Disclosure Agreement

Non-Disclosure Agreement between Chorus Network Advisors Limited (“Chorus”) and the “User.”

Chorus is a limited liability company incorporated in accordance with the laws of England with registered number 12771556.

The User (together, the “User”, “Party”, “Parties”) refers to the person or company or other entity opening an account on the Chorus website.

Background

This Agreement shall govern the conditions of the disclosure by or on behalf of Chorus and its Affiliates (as defined below) with Chorus of the “Information” (as defined below) to the User. The Information will be disclosed in connection with the User evaluating potential investment opportunities through the Chorus website (the “Permitted Purpose”). Chorus regards the Information as proprietary, trade secret, confidential and/or privileged in nature.

As a condition to and in consideration of Chorus and its associates providing or making available the Information to the other Party, each Party agrees as follows:

Definitions

“Affiliate” means with respect to any Party who offers an investment product on the Chorus website.

“Information“ means all materials, information or knowledge which is acquired by the User in connection from Chorus and its Affiliates, in each case whether disclosed, acquired or provided orally or in writing or in electronic or tangible form, or which is otherwise obtained by the User (e.g. through observation), other than information which:

(i) is in the public domain at the time the information is obtained by the User or subsequently comes into the public domain other than through a breach by the User of the terms of this Agreement;
(ii) is disclosed with Chorus’s written consent;
(iii) is required to be disclosed by the User by operation of law or by a court of competent jurisdiction or by the rules of any regulatory body or stock exchange or government department or agency;
(iv) the User can demonstrate was known to them before the date it was disclosed by or on behalf of Chorus and the User did not obtain the Information by unlawful means (e.g. hacking, surveillance activities);
(v) was obtained lawfully from a third party who is not under an obligation to Chorus or its Affiliates to hold the information in confidence.

Confidentiality

The User undertakes to Chorus (for itself and as agent for each of Chorus’s Affiliates) that:

(a) it will take all reasonable measures to maintain in confidence and safeguard all information, exercising at least the same degree of care as it exercises or would exercise with regard to its own confidential information;
(b) it will only use the Information for the purposes of the Permitted Purpose;
(c) it will not disclose the Information to any third party;
(d) it will notify Chorus promptly to the extent it becomes aware of any unauthorized use or disclosure of any Information or other breach of this Agreement and shall co-operate with Chorus’s reasonable requirements as regards correcting the situation;
(e) any Information disclosed under this Agreement which includes material subject to attorney/client privilege (or its equivalent) shall not operate to waive or diminish in any way its continued protection under any applicable privilege rule or doctrine.
Status of Discussions

This Agreement does not constitute a commitment or any other obligation by either Party to disclose any information, or provide or arrange any financing or other financial services with respect to the Permitted Purpose or any related transaction. Each Party acknowledges and agrees that unless and until a written definitive agreement concerning any investment opportunities has been executed, neither Party shall be under any obligation by virtue of this Agreement with respect any investment opportunities, except with regard to the matters specifically set out in this Agreement.

Return of Information

The User agrees that any Information provided by or on behalf of Chorus shall remain the property of Chorus and that on termination of this Agreement, the User will promptly:

(a) return and/or destroy all Information in whatever form and all notes, memoranda, reports or other items in any tangible medium that incorporate or refer to the Information, along with any copies; and
(b) certify in writing that all Information has been returned and/or destroyed.

Notwithstanding the above requirements, the User shall be entitled to retain that portion of the Information as it is required to keep in order to satisfy any legal or regulatory requirements, provided that such information shall remain subject to the confidentiality obligations set forth in this Agreement.

Intellectual Property

All proprietary and intellectual property rights in and to the Information shall remain Chorus’s sole property, and nothing in this Agreement shall be construed in any way to grant to the User any express or implied licence or other right, title or interest to the Information.

No Warranty

The User acknowledges and agrees that Chorus is not making any representation or warranty as to the accuracy or completeness of the Information (or any other information supplied in connection with the Permitted Purpose) and Chorus will have no liability to any person resulting from any use of such information.

Termination

This Agreement will terminate upon the closing of the User’s account on the Chorus platform. The User’s obligations with respect to Information disclosed during the term of this Agreement will survive termination.

Equitable Relief

The User agrees that in the event of any breach of this Agreement, Chorus would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, the User agrees that in addition to any remedy to which it may be entitled, Chorus and its Affiliates shall be entitled to injunctive relief and such other equitable relief as a court of competent jurisdiction may order to prevent breaches of and to compel specific performance of this Agreement.

Indemnification

The User agrees to indemnify and hold Chorus and its Affiliates harmless from and against any and all damages, losses or expenses (including lawyers’ fees) arising from or relating to any breach of this Agreement by the User. The obligations in this paragraph shall survive termination of this Agreement.

Governing Law

This Agreement will be governed by, and construed in accordance with, the laws of England and each party irrevocably submits to the non-exclusive jurisdiction of the courts of England.

Miscellaneous

No neglect, delay or indulgence on the part of a party in enforcing the terms of this Agreement shall be construed as a waiver thereof.

This Agreement is binding upon the parties and their successors and assigns, and its provisions may be waived only by written agreement of the parties.

This Agreement constitutes the entire understanding between the Parties with respect to the Information subject to this Agreement.

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Estimated reading time: 2 min
Due to the potential for losses, the Financial Conduct Authority (FCA) considers these investments to be high risk.

What are the key risks?

  1. You could lose all the money you invest
    • If the business you invest in fails, you are likely to lose 100% of the money you invested. Most start-up businesses fail.
  2. You are unlikely to be protected if something goes wrong
    • The business offering this investment is not regulated by the FCA. Protection from the Financial Services Compensation Scheme (FSCS) only considers claims against failed regulated firms. Learn more about FSCS protection here.
    • The Financial Ombudsman Service (FOS) will not be able to consider complaints related to this firm
  3. You won’t get your money back quickly
    • Even if the business you invest in is successful, it may take several years to get your money back. You are unlikely to be able to sell your investment early.
    • The most likely way to get your money back is if the business is bought by another business or lists its shares on an exchange such as the London Stock Exchange. These events are not common.
    • If you are investing in a start-up business, you should not expect to get your money back through dividends. Start-up businesses rarely pay these.
  4. Don’t put all your eggs in one basket
    • Putting all your money into a single business or type of investment for example, is risky. Spreading your money across different investments makes you less dependent on any one to do well.
    • A good rule of thumb is not to invest more than 10% of your money in high-risk investments.
  5. The value of your investment can be reduced
    • The percentage of the business that you own will decrease if the business issues more shares. This could mean that the value of your investment reduces, depending on how much the business grows. Most start-up businesses issue multiple rounds of shares.
    • These new shares could have additional rights that your shares don’t have, such as the right to receive a fixed dividend, which could further reduce your chances of getting a return on your investment.

If you are interested in learning more about how to protect yourself, visit the FCA’s website here.

Eligible investors only. Capital at risk. Read full disclaimer.