General Terms and Conditions for Sponsors

1. Identification of the parties

These General Terms and Conditions for Sponsors are subscribed on the one hand by CITYPRIVE P.F.P, S.L. (hereinafter wecity, the Platform or the Website) and on the other hand, by the Sponsor legal entity (hereinafter the Sponsor) who voluntarily access freely and at no charge to wecity interested in obtaining investment for projects that are published on the Website.

2. Purpose

The purpose of these General Terms and Conditions for Sponsors is to regulate the relationship between wecity and the Sponsor who initiates contact with the Website Owner with the intention of publishing its crowdfunding project on the platform and providing it with a portfolio of investors to ensure the financing of its developments, upon acceptance of these Terms and Conditions.

These Terms and Conditions shall apply to the relationship between wecity and the Sponsor, both in the preliminary phase of analysis, preparation and selection of the Sponsor and, in the event that the Sponsor is selected, in relation to the publication of its projects on the Website.

3. Requirements for the Sponsor

3.1. In order to participate in the wecity financing platform, it is essential for the Sponsor to be a legal entity validly incorporated in Spain or in another Member State of the European Union in accordance with Law 5/2015 on the promotion of business financing.

3.2. In the case of a Sponsor that is not a legal entity incorporated at the time of applying for project financing, it must provide wecity with the required information, and wecity may accept the publication of projects by entities in the process of incorporation when registration in the corresponding public registry has been requested and is being processed. In this case, wecity will establish a maximum deadline for registration, and failure to meet this deadline will result in the cancellation of the service.

3.3. The sponsors, partners, administrators or members of the companies applying for financing cannot be disqualified or convicted of crimes against assets, money laundering, socio-economic order, the Public Treasury or the Social Security in accordance with Law 22/2003, of 9 July, on Insolvency or equivalent regulations.

3.4. The Developers must be in a situation of solvency and cannot be registered in credit and equity solvency files such as ASNEF EQUIFAX or BADEXCUG, as a consequence of the non-fulfilment of any monetary obligation.

3.5. Failure to comply with the requirements of this section or deception as to the identity or publication of the projects, entitles the Holder to unsubscribe the Sponsor at any time, releasing the Holder from any liability for such action.

4. Procedure for the assessment and publication of projects

4.1. Preliminary analysis and assessment of the project

a. To participate in the wecity funding platform, the Sponsor must register via the registration option on the Website and enter their project using the Project Registration Form, attaching the necessary documentation for the analysis and assessment of the project requiring funding. Likewise, the Sponsor can also visit the "sponsors" section in wecity and click on "Contact wecity", provide their name and surname, e-mail address, telephone number and position, name of their organisation, number of employees, main activity of the company and volume of assets in development during the last year.

b. The Sponsor must complete all the indicated steps, including reading the information relating to the Privacy Policy and accepting these Terms and Conditions.

c. When wecity receives an application for a project through the "sponsors" area of the Website, the information provided will be analysed by an Operations Manager and the Sponsor will be contacted within a maximum period of five calendar days to be informed of the eligibility or otherwise of the submitted documents. If the necessary information has been provided, the OM will send the project to the Risk Analyst (RA) in order to analyse its funding viability.

d. Once the project has passed the analysis phase, it may be published on wecity's website (www.wecity.io). Following publication, Investors will be able to access project-related information in order to analyse the project's characteristics and decide if they wish to invest in it.

e. The Sponsor guarantees the veracity of the data and information provided to wecity and agrees to regularly update it. If the Sponsor does not provide the required information or if it is not accurate, he/she will not be able to apply for financing or receive wecity's services.

f. wecity may carry out the controls and verifications it deems necessary on the information provided by the Sponsor, and may carry out any inspections it deems appropriate. The information and documentation that wecity requests from the Sponsor may vary depending on the requirements established in the applicable legislation.

4.2. Project requirements

a. The Sponsor shall not publish more than one project simultaneously on the Website. wecity has the right to check and verify the projects published at any time, as well as to reject the application for a new project until the previous one has been completed.

b. wecity shall only accept the proposal of business projects of a real estate nature.

c. Project proposals shall at least contain a brief description of the project in non-technical language that would allow for an average investor to make an informed judgement on the project's financing decision.

d. During the project approval process, wecity may request additional information from the Sponsor as well as set out the requirements with which the project presentation must comply. In those cases in which the Sponsor needs assistance in the execution of the project, wecity may propose the participation of specialised professionals who can support the Sponsor in the evolution of the business project. The services of such professionals shall be subject to the fees that they freely establish in agreement with the Sponsor.

e. The sponsors shall be accountable both to the investors and to wecity regarding the information they provide for publication on the crowdfunding platform.

4.3. Project approval and publication

a. Following the feasibility analysis of the project by the Operations Manager and the Risk Analyst and once it has been estimated after having completed all relevant checks, wecity and the Sponsor will sign a Publication Agreement which shall include the following aspects:

I. The contents of the Sponsor's project to be published on the Website.

II. The financing method for the project.

III. The estimated profitability of the project and the risks associated with its financing.

IV. The purpose of the project financing and the maximum time limit for participation.

V. The costs of the services provided by wecity. To learn about the costs of the services, we refer to section 4.5. of these terms and conditions.

VI. Any other information or provision that the parties deem necessary for the correct financing and publication of the project.

b. The information received and published on a project will be available to investors who have participated in it, on a continuous basis on the website for a period of not less than twelve months after the closure of the fundraising process.

c. The publication of a project shall include reference to the sponsor and contain a description of the project and the form of financing by investors, on a case-by-case basis, as well as the minimum amount of investment required for the project and the achievement of the intended target.

d. The Sponsor shall keep wecity informed of the progress of the project's fundraising in order to assess the achievement of the minimum funding target that determines the success and achievement of the project's target.

4.4. Forms of participatory financing

a. Participatory financing projects may be implemented through:

I. The issue or subscription of bonds, ordinary and preference shares or other securities representing capital, whereby the Sponsor is understood to be the company issuing such securities.

II. The issue or subscription of shares in limited liability companies, in which case the sponsor shall be understood to be the company issuing the shares.

b. wecity will not undertake or provide the publication or management of projects that involve financing through loans.

c. The maximum amount of funds raised per participatory financing project may not exceed 2,000,000 euros, with the possibility of carrying out financing rounds that do not exceed the aforementioned amount on an annual basis. However, when the projects are aimed exclusively at accredited investors, the fundraising amount may be up to EUR 5,000,000.

4.5. Cost of the Services

a. wecity shall be entitled to receive, from the Sponsor, a percentage fee calculated according to the total investments obtained by the project during its publication on the Website.

b. The Publication Agreement shall set out the terms of payment for said amount by the Sponsor, as well as the percentage applicable to the project. The Fees will be specifically provided as specific conditions prior to the publication of the project. Additionally, the fees are published in the Fees section.

c. However, the amount of the wecity fee will be increased according to the Value Added Tax rate applicable at any given time.

d. In addition, wecity may require the Sponsor to reimburse the expenses it may bear on behalf of the latter, for which purpose it shall issue the corresponding expense invoices and supporting documents. The expenses to be reimbursed shall be specified in the Publication Agreement. In this context, wecity may request the Sponsor to provide an initial deposit, which shall be subsequently settled.

5. Obligations of the parties

5.1. Sponsor Obligations

The Sponsor agrees to:

a. Comply with all fiscal and tax obligations, as well as contractual obligations with third parties and any other obligations that may apply according to its area of activity and the nature of the project, including licences and operating permits.

b. Submit to wecity all the necessary information and documents, as well as any other that may be required from the Sponsor in order to analyse the feasibility of its project.

c. Be responsible for the veracity and authenticity of any data provided by the Sponsor for the analysis, financing and publication of its project in wecity.

d. Pay in due time and form the amounts corresponding to the costs of the services provided by wecity. Failure to pay shall exempt wecity from the fulfilment of the obligations set forth herein, and any other obligations it may have undertaken in exchange for the receipt of the economic compensation for the services.

e. Accept the responsibilities derived from any of the requirements demanded by these Conditions and comply with other obligations that may be applicable, as well as any liability derived from their non-compliance, thus leaving the Holder completely unaffected.

f. Not carry out, under any circumstances, any type of act that may violate the rights or interests of wecity or any third parties, such as, for example, intellectual or industrial property rights (patents, trademarks, copyrights, business secrets, etc.).

5.2. wecity obligations

a. Effectively and efficiently carrying out all procedures aimed at analysing the viability of the project proposed by the Sponsor, assessing whether or not it will be published and financed.

b. Sending and requesting from the Sponsor all the information and documents required for the provision of the services.

c. Carrying out the controls and verifications considered necessary on the information provided by the Sponsor.

d. Complying with these obligations, as well as any others that may be applicable, including the internal rules of conduct established by wecity.

6. Investor - Sponsor Relationship

6.1. When an Investor agrees to participate in a project and to make the necessary contribution, he/she must declare so through the Website, for which purpose we refer to the provisions of the Specific Conditions for the Investors.

6.2. The Investor's acceptance for the financing of a project shall entail the signing by the Sponsor of a Financing Agreement, which may consist of any of the forms of financing described in section 4.4. of these terms and conditions.

6.3. The Financing Agreement model may be consulted through a link provided in the corresponding project published on the Website prior to the investment being formalised. The investor may download a digital copy of the Financing Agreement from the Website.

6.4. The Financing Agreements shall constitute a direct contractual link between the Investor and the Sponsor, where wecity is not a party. To this effect, wecity is not responsible for compliance by the Sponsor or the Investors with the obligations corresponding to each of them under the Financing Agreements, nor for the veracity of the information published on Fthe Website.

6.5. In the event of breach by the Sponsor of any of its obligations, the Investor shall be solely responsible for taking any legal action he/she deems appropriate in defence of his/her interest.

6.6. With regard to wecity services through contact between sponsors who require funds for their projects and Investors who intend to invest in them, we refer to the provisions of the General Conditions applicable to Participatory Financing Services. Likewise, with regard to the Sponsor fees, we refer to the Fee Conditions.

7. wecity’s exclusion of liability

7.1. wecity shall in no case be liable for any damages caused to the Sponsor due to causes attributable to the latter. Merely for illustrative purposes, wecity is not liable for:

a. Failure to achieve the minimum financing target determined by both parties.

b. Personal or material damage caused as a result of the rejection of the financing of the project or the lack of financing after publication on the Website.

c. Failure to fulfil the obligations for reasons of force majeure such as, but not limited to, internal or external strikes, natural disasters, social uprisings, etc.

7.2. The Sponsor thus acknowledges that the publication and financing of the project is carried out at its own risk, wecity's activity being limited to the performance and management of the aforementioned formalities in accordance with these Conditions.

7.3. wecity is exempt from any liability deriving from the non-fulfilment of the obligations or commitments undertaken by the sponsors by virtue of these conditions or any other applicable ones.

8. Damages

8.1. wecity may sanction any Sponsor who breaches the applicable conditions, with the impossibility of accessing, temporarily or indefinitely to the Website. The duration of the sanction will depend on the type of infringement committed. The restriction of access shall in no case entail the right to any compensation.

8.2. Any type of damage, harm, loss or cost (including lawyers' and/or attorneys' fees) arising from a breach by the Sponsor of these Conditions or any other applicable terms incurred by wecity must be compensated by the Sponsor who caused it. This includes any third party claims arising from such breaches.

9. Amendments

These Conditions may be modified and/or updated at any time without prior notice. The modifications made shall come into force as soon as they are published on the Website, regardless of the means and form used for this purpose.

Modifications shall only affect sponsors who have accepted them after such amendment.

10. Other issues

10.1. Safeguarding and interpretation

If the relevant Authority declares any of these provisions to be illegal, invalid or unenforceable, this shall mean that such provision shall be interpreted as closely as possible to its original intention. In any event, such a determination in respect of any provision or provisions shall not prejudice the validity of the remaining provisions.

Failure by the Holder to require strict compliance with any of the provisions of these Terms and Conditions shall not constitute or be understood in any way as a waiver by the Holder of its right to require such compliance in the future.

10.2. Language

The language applicable to these Terms and Conditions is Spanish. If versions in other languages, such as English, are provided, it will only be as a mere courtesy and for the User's convenience. In the event of any inconsistency, the Spanish version shall prevail.

10.3. Legislation and jurisdiction

The relationship between the Holder and the Sponsor shall be governed by Spanish law and any discrepancies or disputes regarding these Terms and Conditions shall depend on whether, in accordance with the applicable regulations, the User has the status of a consumer and/or user.

Where considered a consumer and/or user, disputes shall be heard by the Courts and Tribunals of the User's registered address. Should the User not hold such status, disputes shall be ruled by the Courts and Tribunals of Madrid.

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