Welcome to SPHERE8 (together with its subdomains, Content, Marks (defined below) and services (the “Services”.) Please read the following Terms of Use carefully before using this Site so that you are aware of your legal rights and obligations with respect to SPHERE8(“SPHERE8″,”we”, “our” or “us”). By accessing or using the Site, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, these Terms of Use, together with the Privacy Policy (the “Terms”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by these Terms please do not access or use the Site.

1. Background

The Site is intended to strengthen the Thailand innovation ecosystem, by creating a central resource for information about Thailand startup companies (“Startups”), entrepreneurs, investors, as well as service providers to Startups, programs relevant to Startups, events, opportunities to Startups, news from third party publications, engagements hosted by us, testimonials, and other information.

2. Modification

We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following the posting of the revised Terms on the Site, and your continued use of the Site (including, without limitation, keeping your Content available on the Site) thereafter means that you accept those changes.

3. Ability to Accept Terms

The Site is only intended for individuals aged thirteen (13) years or older. If you are under 13 years of age, please do not visit or use the Site. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting or using the Site to make sure that you and your parent or guardian understand these Terms and agree to them.

4. Site Access

For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law.

5. Restrictions

You shall not: (i) copy, distribute or modify any part of the Site or use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), without our prior written approval,

including, without limitation, for the creation of a product or service which competes with the Site or any part thereof, including without limitation the creation of a database of Startups; (ii) disrupt servers or networks connected to the Site; (iii) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Site; and/or (iv) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site.

6. Account

In order to use some of the services of the Site, you may be required to log in with your LinkedIn or Google credentials account and create an account, including a profile page on the Site (“Account”). You agree not to log in to the Site or create an Account using a fake LinkedIn or Google credentials account or a LinkedIn account which you do not own or have not been authorized to use in connection with the Site. When creating your profile page, you must provide accurate and complete information. You must keep your Account secure. You must notify us immediately of any breach of security or unauthorized use of your Account. As between you and us, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may send us an email request at info@sphere8.co.

7. Fees

You may currently access and use the Site free of charge, but we may in the future charge a fee for certain features or usage of the Site. If we begin to charge a fee to access or use the Site, you will not be charged for any such access or use unless you first agree to such charges.

8. Intellectual Property Rights

a. Content and Marks

The (i) content on the Site, including without limitation, the text, documents, articles, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services, including without limitation, information about Startups (collectively, the “Materials”), (ii) and User Submissions (as defined in clause 9 below) , as defined below (together with the Materials, the “Content”), and (iii) the trademarks, service marks and logos contained therein (“Marks”), are our property and/or the property of our licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “SPHERE8”, “SPHERE8 Finder”, “SPHERE8 Maps”, “SPHERE8 Grants” and other Marks of SPHERE8 or its affiliates. All other Marks belong to their respective owners. Your continued use of the Site indicates your consent to be bound by The Guidelines for Using SPHERE8 Trademarks.

b. Government Use

If You are a part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or

transfer of the Content, the Site or any of our products or services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Site, Content and any related software is a “commercial item,” “commercial computer software” and “commercial computer software documentation”. In accordance with such provisions, any use of the Site by the Government shall be governed solely by these Terms.

9. User Submissions

a. Responsibility

The Site permits the submission, sharing and publishing of content by you and other users, including through blog comments, and publishing of opportunities (“User Submissions”). Unless the User Submissions are separately referred to in these Terms, all references herein to Content shall include references to User Submissions. You shall be solely responsible and liable for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish or reject your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, relocate on the Site, edit or delete any and all Content (including User Submissions) at any time and for any reason. You understand that even if your User Submissions are not published, we do not guarantee any confidentiality with respect to such User Submissions.

b. Ownership

You represent and warrant that you solely own or have the necessary rights and permissions to use and to permit others to use the User Submissions without restrictions, and without the consent of any third party. You authorize us and/or our licensors to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, database rights, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.

c. License to User Submissions

By submitting User Submissions to the Site or us, you hereby grant us and/or our licensors a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, make available, modify, prepare derivative works of, display, broadcast and perform the User Submissions in connection with the Site and our other activities, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels, and you

hereby waive and agree not to assert any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of a User Submission a non-exclusive right to use, reproduce, distribute, make available, modify, prepare derivative works of, display, broadcast, and perform such User Submissions, all in accordance with and as permitted by these Terms, as such may be changed from time to time.

d. Prohibited Content

You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is incorrect, out-of-date, inaccurate, or is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted or protected by trade secret or other Intellectual Property Rights, unless you are the owner of such rights or you have permission to use the relevant content as specified in this Section 9; (iii) is otherwise subject to or violates third party proprietary rights, including database, privacy or publicity rights; (iv) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement officials; (v) impersonates another person or entity; (vi) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vii) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (viii) involves theft or terrorism; (ix) contains malicious code or is intended to disrupt or interfere with the operation of the Site; or (x) is otherwise malicious or fraudulent.

e. Exposure

You understand and acknowledge that when accessing and using the Site: (i) you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, completeness, currency, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, out-of-date, offensive, indecent, or objectionable. You hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us and Start-Up Nation Central Ltd. (CC), or our and their affiliates, respective officers, directors, employees, shareholders or agents (collectively, the “Released Parties”) with respect to (i) and (ii) herein.

10. Information Description

We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is solely at your own risk and responsibility.

11. Disclosure

We and our licensors reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Site, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of globalfinder.org, its users, affiliates or the public.

12. Links

a. Links on the Site

The Site may contain links, and may enable you to post content, to third party websites that are not owned or controlled by us. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release the Released Parties from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit, link to, or otherwise interact with.

b. Links to the Site

We permit you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with us or present any false information about us and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior written consent; (iv) you shall not link from a website that you do not own; (v) your website, and domain name, does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any Intellectual Property Rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.

13. Privacy

You agree that we may use personal information that you provide or make available to us, or which we may collect or obtain in connection with the Site, in accordance with our privacy policy, which is available at Thailand.globalfinder.org/privacy

14. Copyright Policy

a

It is our policy to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the “DMCA”), we have designated a Copyright Agent (as specified below) to

receive notifications of claimed copyright infringement in connection with the Site. Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of Site users who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with the following information in accordance with the DMCA:

i.

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;

ii.

A description of the copyrighted work you claim has been infringed;

iii.

A description of where the infringing material is located on the Site, with enough detail for us to find it. Providing URLs in the body of an email is the best way to help us locate content quickly;

iv.

Your address, telephone number, and email address;

v.

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

vi.

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

b. Counter-Notification

If you believe that the material you posted was removed from the Site by mistake, and that you have the right to post the material, you may elect to send us a counter-notification. To be effective the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following (please consult your legal counsel or see the Digital Millennium Copyright Act, 17 U.S.C. (the “Copyright Act”) Section 512(g)(3) to confirm these requirements:

i.

Your physical or electronic signature;

ii.

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing URLs in the body of an email is the best way to help us locate content quickly;

iii.

A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

iv.

Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which thailand.globalfinder.org may be found, and that you will accept service of process from the person who provided notification of infringement or an agent of such person.

c. Misrepresentations

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

d. Copyright Agent

Our agent for notice of claims of copyright infringement (“Copyright Agent”) can be reached as follows:

Name: NA,

Address: NA,

Telephone: NA,

Fax: NA,

Email: info@sphere8.co

15. Warranty Disclaimers

a.

This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent, certain exclusions set forth herein may not apply.

b.

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE AND/OR OUR LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WE AND/OR OUR LICENSORS DO NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT WE AND/OR OUR LICENSORS (AND THE OTHER RELEASED PARTIES) WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.

c.

WE AND/OR OUR LICENSORS DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY OR ANY CONTENT THAT APPEARS IN A USER SUBMISSION. WE AND/OR OUR LICENSORS DO NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIM ALL LIABILITY FOR, ANY SUCH CONTENT (INCLUDING, FOR CLARITY, ANY USER SUBMISSION). YOU SPECIFICALLY ACKNOWLEDGE THAT WE AND/OR OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY SITE USER OR OTHER PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

d.

YOU ACKNOWLEDGE THAT WE AND/OR OUR LICENSORS DO NOT ENDORSE, RECOMMEND AND ARE NOT RESPONSIBLE FOR INVESTIGATING OR CONDUCTING A “DUE DILIGENCE” REVIEW OF, ANY PERSON OR ENTITY DISPLAYED ON THE SITE, INCLUDING STARTUPS, COMPANIES, INVESTORS, SERVICE PROVIDERS, OPPORTUNITIES, VISITS, DELEGATIONS OR PROGRAMS, OR FOR VERIFYING THAT ANY SUCH PERSONS OR ENTITIES ARE ACCREDITED, IN EXISTENCE, OR OTHERWISE AUTHORIZED OR APPROPRIATE FOR YOU, INCLUDING WHETHER YOU SHOULD INVEST IN A STARTUP OR COMPANY, ACCEPT FUNDING FROM AN INVESTOR OR SERVICE FROM A SERVICE PROVIDER, OR ENTER INTO OR ACCEPT BENEFITS FROM A PROGRAM OR OTHERWISE ENTER INTO ANY TRANSACTION OR BUSINESS RELATIONSHIP WITH ANY PERSON OR ENTITY. YOU ARE RESPONSIBLE TO CONDUCT SUCH AN INVESTIGATION YOURSELF AND TO MAKE SURE YOU UNDERSTAND ALL THE RISKS INVOLVED. YOU UNDERSTAND THAT NEITHER WE NOR OUR AFFILIATES NOR OUR LICENSORS ARE INVESTMENT ADVISERS, BROKERS, DEALERS, UNDERWRITERS OR EXCHANGES AND ARE NOT REGISTERED AS SUCH IN ANY JURISDICTION, AND YOU AGREE THAT YOU WILL NOT USE OUR SERVICE IN ANY WAY THAT MAY CAUSE US TO BE TREATED, OR REQUIRED TO REGISTER, AS SUCH IN ANY JURISDICTION.

e.

YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, INCLUDING, WITHOUT LIMITATION, OFFERS FOR OPPORTUNITIES AND EVENTS OR INTERACTION WITH ANY SITE USER OR OTHER PARTY, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY SITE USER, OR OTHER ENTITY OR INDIVIDUAL IN CONNECTION WITH THE SITE OR ANY USER SUBMISSION, YOU AGREE THAT WE AND/OR OUR LICENSORS ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH SUCH A DISPUTE. WE AND/OR OUR LICENSORS RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.

f.

EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, WE AND/OR OUR LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.

16. Limitation of Liability

a.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OTHER RELEASED PARTY SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF WE OR ANY OTHER RELEASED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY OR THAT OF ANY OTHER RELEASED PARTY FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICE EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO US FOR USING THE SITE OR SERVICE DURING THE NINETY (90) DAYS PRIOR TO BRINGING THE CLAIM.

17. Indemnity

You agree to defend, indemnify and hold us and the other Released Parties harmless from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Site; (ii) your User Submissions; (iii) your interaction with any Site user, through the Site or otherwise; or (iv) your violation of these Terms. We reserve the right but not the obligation, at our expense, to monitor and participate in, or to assume the control of, any such claim.

18. Term and Termination

These Terms are effective until terminated by us or you (when you cease to access and use the Site). We have the right to terminate these Terms and/or your access to and use of the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). We shall not be liable to you or any third party for termination of the Site or any part thereof or for termination of any use or access of the Site. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This Section 18 and Sections 5 (Restrictions), 8 (Intellectual Property Rights), 9 (User Submissions), 11 (Privacy), 15 (Warranty Disclaimers), 16 (Limitation of Liability), 17 (Indemnity), and 19 (Independent Contractors) to 21 (General) shall survive termination of these Terms.

19. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by us without restriction or notification to you.

20. General

We reserve the right to discontinue or modify any aspect of the Site at any time. These Terms and the relationship and any disputes in relation to the Site between you and us shall be governed by and construed in accordance with the laws of the State of Thailand, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffa for Start Up Nation rights and Thailand for SPHERE8 rights and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that we may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and us concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

You agree that any cause of action that you may have arising out of or related to the site must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.