A. CODE OF CONDUCT & TERMS OF USE OF THE ANGELS DEN WEBSITE

I. Introduction

This Code of Conduct and Terms of Use (collectively referred to as the "Website Code") will apply to each person (“Subscriber”) who wishes to use the Angels Den Website (the "Website") and/or use the Template Documents created and made available on the Website by Angels Den Services Limited (“the Website Owner”).

The Website provides Template Documents for use by Subscribers. Template Documents enable Subscribers to set out details of their inventions, business ideas or commercial projects which require investment. The Website Owner has used its skill and expertise to create Template Documents to enable the Subscriber to set down detailed information relating to the Subscribers' business, goods, services, skills, resources, inventions, requirements etc. Template Documents may be completed and submitted for a fixed fee. Template Documents are then made available to view by a group of potential investors (“Angels”), who have all agreed to comply with formal non-disclosure agreements with the Website Owner. Completed Business Plans are selected by the Website Owner for display on the Website for a period of up to 12 months or until funding is received, whichever is earlier. Business Summaries may be displayed without an accompanying Business Plan for up to 3 months, but no Angel meetings will be arranged until the Business Plan is submitted.

Each Subscriber must comply and adhere to this Code in order to access and use the Website, any of the Template Documents or submit a Summary and Business Plan and to meet Angels.

The Subscriber agrees to pay a success fee to the Website Owner upon receiving investment.

In order to use and participate in this Website, all Subscribers must accept this Code by clicking the "I accept" button. Upon such acceptance, each Subscriber will be given a unique login ID which will, for the purpose of security, be monitored and tracked by the Website Owner.

II. Website Code of Conduct

1. Basic Requirements

Each Subscriber and any Template Documents must comply with the following basic standards:

(a) All information and activities must be legal, decent and honest (in terms of English law and standards);

(b) Data protection legislation within English law must be adhered to in order that the collection of personal information is not traded or disclosed illegally;

(c) Distance selling requirements must be complied with as laid down in English law;

(d) Other applicable Trading Standards; Telecommunications or other relevant Guidelines; other English laws and regulations (including but not limited to the laws of defamation, the law relating to intellectual property rights) must not be infringed (as the same are created or amended from time to time).

The Website Owner reserves the right to withdraw from display, or refuse to display any Template Document which fails to adhere to the Code or in its absolute discretion may lead to the Website or the Website Owners being brought into disrepute.

The Website Owner reserves the right to terminate access to the Website to any Subscriber it reasonably believes has or intends to breach the Code.

2. Specific Responsibilities of Subscribers

(a) In order to obtain login to the Website and gain access to Template Documents the Subscriber agrees to provide accurate, complete personal information as requested. It is the responsibility of the Subscriber to provide updated personal information so that they may be contacted regarding changes to the service or events. The Website Owners privacy policy relating to use of personal information is set out clearly on the Website.

(b) Each Subscriber is solely responsible for the accuracy, legality, currency and compliance of its Template Documents and will be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein. The Subscriber shall certify that the Template Document fairly and accurately reflects their invention, business idea or commercial project and is not illegal, immoral or indecent; is not false or misleading and does not infringe third party rights.

(c) The Website Login may only be used by the designated Subscriber, shared access is not permitted. Subscribers may not assign or transfer their subscription.

(d) None of the Website content, Template Documents submitted by other Subscribers, or material posted on the Website by other Subscribers, may be used, downloaded, stored, sold, distributed or dealt with without the prior written consent of the Website Owner. The Website Owner’s trading name “Angels Den” is a registered trade mark and its use, and that of any pictoral device used by the Website Owner in its marketing and promotional materials, by Subscribers, is prohibited unless express prior written consent has been obtained. The Website content supplied by the Website Owner and the pro-forma Template Documents are copyright to the Website Owner and will be protected to their fullest extent under English law. All copyright notices must be faithfully reproduced on all copies of the Template Documents. Intellectual Property Rights in the content of completed Template Documents shall vest in the submitting Subscriber, subject to the licence granted under condition (m) below.

(e) Access to the Website is provided subject to the condition that there is no abuse or fraudulent use thereof by Subscribers. It is not permitted to re-arrange, tamper with or make any connection to the Website by any trick, scheme, false representation or other fraudulent means.

(f) Each Subscriber is solely responsible for maintaining the confidentiality of its unique login ID, and for its use. As traffic on this Website is monitored, evidence of use of the login ID can be produced to support or defend any dispute or actionable cause or matter which arises in relation to the same. The Website Owner shall not be responsible for any loss or damage incurred through the loss or misuse of the Subscriber login ID.

(g) Subscribers acknowledge that the Internet is not a secure medium and the Website Owner cannot guarantee the security of the Website against hackers or virus contamination. The Website Owner cannot guarantee the privacy or security of any Template Document or Business Plan submitted.

(h) Any material submitted by the Subscriber may not incite violence, sadism, cruelty or racial hatred, facilitate prostitution or paedophilia, be pornographic or obscene, indecent, abusive, offensive or menacing.

(i) Subscribers hereby undertake not to introduce any virus, worm, Trojan horse, cancelbot or other destructive or contaminating program to the Website or instruct or advise any other party how to do so, not to invade the privacy of other Subscribers or collect or transfer any personal data regarding Subscribers without their express consent.

(j) When providing payment or credit card information the Subscriber shall ensure that the same is accurate, complete, up-to-date and that the Subscriber has authority to provide such information.

(k) Where Subscribers collaborate with Angels or anyone else other than the Website Owner as a result of use of this Website, they do so as independent contracting parties. Subscribers acknowledge that the Website Owner will not in any way be construed as a party to such collaboration nor be liable nor responsible in any way for the dealings of such collaboration or the parties to such collaboration.

(l) The Subscriber shall pay all fees due promptly on request, access to the Template Documents and permission to submit a Business Plan shall be restricted unless payment of the appropriate fee has been met in full. Fees are subject to VAT (where applicable). Fees are not refundable in any circumstances.

(m) The Subscriber hereby grants to the Website Owner a royalty-free, non-exclusive, worldwide, right title and licence to use, distribute, modify, adapt and display the Template Documents such as the Summar and Business Plan and any other written documents or materials submitted by the Subscriber for the purposes set out in this Code. Such use includes, but is not limited to, the display of the Template Documents (or any part thereof) to Angels. The Subscriber hereby confirms that it has all requisite authority and third party permissions to provide this grant. The Website Owner reserves the right to display on the publicly available areas of the Website, specially edited success story information about successful Subscribers for the sole purpose of marketing the Website and its use. Subscribers may choose to opt in to additional forms of marketing such as Magazines or broadcast media.

(n) The Subscriber accepts full responsibility for compliance with applicable laws relating to (among other things) regulated investment activity when submitting any Template Document or Business Plan to the Website Owner or to any Angel. Subscribers are advised to seek appropriate professional advice.

(o) Subscribers hereby appoint the Website Owner as their agent for providing a facility to show their commercial projects to potential investors from the date of accepting this Code for as long as the project is displayed on the website.

(p) Subscribers shall pay a fee to the Website Owner of 5% of the total investment sum that the Subscriber receives as a result of membership during the period that the project is displayed, whether or not the sum is received during the period of display. For avoidance of doubt ”investment” includes, but is not restricted to, any sum of money that is introduced to the subscriber or associated company whether this is in the form of a share issue, business loan or personal loan, or the equivalent monetary value of any work that is done in return for shares. If the investment sum is paid to the Subscriber in one lump sum, 5% of this lump sum will be paid to the Website Owner by the Subscriber within 21 days of receiving the one lump sum. If the investment is paid to the Subscriber in tranches or a payment instalment plan with less than 6 months between payments, the 5% fee will be paid to the Website Owner by the Subscriber within 21 days of payment of each tranche or payment instalment being paid to the Subscriber, so that the Website Owner is paid a 5% success fee for the total investment received by the Subscriber as a result of membership. It is the responsibility of the Subscriber to keep account of all investment sums received by the Subscriber as a result of membership and to inform the Website Owner within 10 days of receipt. It is the responsibility of the Subscriber to pay the success fee payments to the Website Owner in accordance with this clause. If the Subscriber does not inform the Website Owner within 10 days or does not pay within 30 days of the invoice, the success fee shall increase to 10% of the investment amount and be due immediately upon receipt of invoice. The Subscriber agrees to pay a 5% success fee for the total sum of investment as a result of membership for the current round of investment. For all subsequent rounds of re-investment received at least 6 months later by the Subscriber as a result of membership, the Subscriber will pay to the Website Owner a reduced success fee of 2%.

(q) The Subscriber that originally agrees to this Code is liable for all the fees agreed to under the Code. If the Subscriber changes legal identity after accepting the Code, for example, from an individual to a company, or other legal entity, the original Subscriber is still liable for payment of the fees, even though the original Subscriber is now identifiable as a company or business or other legal entity with a company or business name which is not the same name as the original Subscriber.

(r) In order to maintain confidentiality the Subscriber agrees not to make reference to the name of their business or product within the business summary or the business plan except specifically where requested nor shall they make reference to the actual names of any of the management team or owners of the business or product or their website address

3. Responsibilities of the Website Owner

(a) Upon receipt of personal information, including but not limited to verifiable name and address, from the Subscriber the Website Owner will enable each Subscriber to login to the Website. The Website Owner will protect and restrict use of personal information in accordance with its privacy policy. The Website Owner may send out information by email from time to time. The Website Owner may be required to disclose personal information in order to comply with its legal obligations.

(b) The Website Owner will manage the Website and enable the receipt of completed Template Documents and submission of Business Plans in accordance with the Code.

(c) The Website Owner will enable approved Template Documents to be made available for viewing by Angels, who have entered into appropriate non-disclosure agreements.

(d) The Website Owner does not screen, evaluate or scrutinise the Template Documents and does not broker or arrange any collaboration between the Subscribers and Angels.

(e) The Website Owner does not provide any financial or investment advice. The Website Owner does not arrange collaborations, deals or investments. None of the activities undertaken by the Website Owner amounts to invitations or inducements to engage in investment activities.

(f) The Website Owner shall have the right, at their sole discretion to refuse or remove Template Documents.

(g) The Website Owner may preserve Template Documents and may disclose them other than to Angels if required to do so by law or other competent authority or in the reasonable belief that such preservation or disclosure is necessary to comply with English law, in compliance with the Code or to protect the rights or property of itself and its business or of others.

(h) The Website Owner is responsible for administering any issues arising from Subscribers use of the Website under the Complaints and Sanctions Procedure specified in Section 4 below.

(i) To the best of the knowledge and belief of the Website Owner, the Website Owner in providing the Website is not making and does not intend to make regulated financial promotions for the purposes of applicable financial services legislation, but no representation or warranty is made to that effect and the attention of Subscribers is drawn to paragraph 2 (n) of the Code.

4. Complaints and Sanctions Procedure

(a) The Website is a facility for Subscribers only and any complaint by a Subscriber must be referred to the Website Owner, who shall have all the powers of an arbiter.

(b) The Website Owner will deal with issues raised expeditiously and where necessary, call upon evidence.

(c) Sanctions available to the Website Owner will include the following:

(i) removing access to the Website from Subscribers;

(ii) referring the matter to the appropriate law enforcement agency, where the issue is of a criminal or illegal nature;

(iv) referring the matter to a court of competent jurisdiction if the issue necessitates the same (e.g requires an injunction, seizure or similar judicial measure).

5. Indemnity and Waiver

(a) The Website Owner does not warrant that access to the Website by Subscribers will be free from risk of virus or other contamination to the Subscriber’s computer equipment. Use of the Website is at the sole risk of the Subscriber and any downloading of material from the Website is at the Subscriber’s sole discretion and risk. Any damage or loss to the Subscriber’s computer system by such activity shall be entirely at the risk of the Subscriber. Access to the Website may be restricted or prevented during periods of repair, maintenance or restructuring. It is the responsibility of the Subscriber to supply and maintain its own equipment necessary to access the Website and to meet any telephony or other costs associated therewith.

(b) Each Subscriber agrees to indemnify and keep indemnified the Website Owner, their successors and assigns, and each of their respective directors, officers, employees and agents (collectively "Website Owner") from and against any and all liability, damages, losses (including loss of profit, loss of goodwill or other consequential losses), claims ( including reasonable legal fees) resulting in any way from its use of the Website or from any Template Documents or Business Plans submitted or materials otherwise posted on the Website by the Subscriber; from contravention of the Code; or from any other matter relating to its participation herein including but not limited to use of any information contained on the Website, or arising from any introduction or collaboration resulting from use of the Website, or otherwise arising from the Subscriber’s use of the Website.

(c) Each Subscriber waives any right to bring any claim or action against the Website Owners for any loss, damage or injury arising from i) use of the Website, or ii) submission of Template Documents, or iii) otherwise arising from any of the terms of this Code.

(d) The Website is intended for the use of persons resident within the United Kingdom or who have their business establishment within the United Kingdom. Persons from outside the United Kingdom may only use the services provided by this Website if they are satisfied they may do so under local laws and regulations. Only persons over the age of 18 years may become Subscribers.

6. Exclusion of Warranties and Liability

(a) The Website Owners do not warrant the content, accuracy or veracity of Template Documents, or other information supplied by Subscribers or otherwise appearing on the Website, and make no representations thereon. The responsibility for verification rests with each of the submitting Subscribers as specified in Section 2 above.

(b) Each Subscriber accepts the Website "AS IS" and “AS AVAILABLE” with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accessibility, accuracy, completeness, quality, merchantability, fitness for a particular purpose or non-infringement.

(c) The Website Owner makes no warranty in respect to any links or third party websites referred to in the content of the Website.

(d) The Website Owner makes no warranty or promise in respect of any collaboration or agreement entered into between the Subscriber and Angels. The relationship between a Subscriber and Angel is entirely separate from the Subscriber’s use of the Website and is made between the Subscriber and Angel as two independent parties. The Subscriber accepts total responsibility in regard to such collaboration or relationship. It is the Subscriber’s entire responsibility to consider the personal, legal and financial implications of such a relationship. The Website Owner does not endorse or promote Angels nor does it evaluate investment in any invention, business idea or commercial project of any Subscriber.

(e) The content of the Website is for information only and meant as general information not advice. If a Subscriber has any particular query in relation to an invention, business idea or commercial project, the completion of Template Documents or submission of Business Plans or otherwise in relation to the content of the Website then the Subscriber must seek advice from its own professional advisors.

(f) The Website Owner excludes any liability for incidental or consequential loss incurred by the Subscriber, (including but not limited to loss of profit, loss of opportunity or otherwise) arising either directly or indirectly from the Subscriber’s use of the Website.

(g) Liability for death or personal injury caused by the negligence of the Website Owner, its employees or agents or for fraud is not excluded or limited, otherwise than as expressly set out herein the Website Owners shall not be liable for any injury, loss, claim, damages or any special, incidental, consequential, exemplary or punitive damages of any kind arising out of or in connection with any Subscriber's access to, or use of the Website, any Template Documents thereon, whether based in contract, tort and whether negligent or otherwise, even if the Website Owner has been advised of the possibility of such damages. In the event that this exclusion of liability is held by a court of competent jurisdiction to be unlawful, but that liability may be lawfully limited, the Website Owners' aggregate total liability to any Subscriber for all such damages and losses shall be limited to any fee paid by the Subscriber in the six months prior to the date of the event giving rise to liability.

(h) The Subscriber agrees that these exclusions and limitations are reasonable in the circumstances and in relation to the provision of the services for limited fixed fees and the specified success fees.

(i) The Website and services supplied by the Website Owner are of the nature of a network and do not constitute trading or investment advice or promotion. The Website Owner is not an Authorised Person (as the meaning is set out in section 31 of the Financial Services and Market Act 2000) and does not provide advice or promotion of any financial nature.

7. Term and Termination

Each Subscriber agrees to remain bound by this Code (as amended from time to time) for as long as they remain a Subscriber to the Website and wish to use the Website or the Website Owner’s services unless the Website Owner earlier terminates, suspends or otherwise limits access to the Website and/or the Template Documents in accordance with Section 4 above or as it otherwise deems appropriate.

8. Applicable Law

Each Subscriber agrees that this Code and any dispute arising in any way in relation to the Website will be governed by and construed in accordance with the laws of England.

9. General

(a) In the event that any provision (or part thereof) in this Code is determined to be unenforceable or invalid, such provision shall be severed and the remaining provisions (or part thereof) shall be enforceable to the fullest extent permitted by English law.

(b) This Code and the Code of Conduct & Terms of Event Attendance represents the entire agreement between Subscriber and the Website Owner relating to the subject matter hereof, and supersedes any prior understanding or agreements regarding the Website.

(c) Changes to the Code will be posted on the Website.

(d) All disclaimers, indemnities, exclusions and limitations set out in the Code shall survive termination.

(e) It is not intended that any provision in this agreement shall be enforceable by any third party and the Contracts (Rights of Third Parties) Act 1999 shall be excluded.

B. CODE OF CONDUCT & TERMS OF EVENT ATTENDANCE

I Introduction

Angels Den Ltd and its associates including but not limited to staff, partners, affiliated companies, agents, assignees (collectively referred to as the 'Organisers') host various Seminars and Pitching events (the 'Event'). The Organisers invite entrepreneurs, (the 'Attendee' / 'Attendees') to the Event to give them an opportunity to learn more about pitching for funding and how to get the best from Angels Den or to meet potential investors (‘Angels’). The Organisers are neither financial advisors nor business consultants.

II Event Code of Conduct

1. Payment for admission to the Event admits one Attendee representing one company or business idea to the Event. Attendance to the Event at the Venue does not entitle any Attendee to invite guests to the Venue before, on or after the Date of the Event or have access to other events that may be taking place at this venue, even if run by the Organisers.

2. No refunds will be given if the Attendee is unable to attend the Event on the Date.

3. If the Event is cancelled or postponed by the Organisers then the Organisers shall use reasonable endeavours to inform the Attendees of the cancellation or postponement. It is the responsibility of the Attendee to maintain their correct email address and phone number on their website account. Wherever possible the Organisers shall attempt in the first instance to arrange an alternative Date for the Event. If however no alternative Date can be arranged then the Organisers shall refund the admission price to the Attendee.

4. The Organisers and the Venue reserve the right to refuse admission to any Attendee, his supporters, affiliates or agents.

5. Attendees agree to be polite to fellow Attendees, the Angels, Organisers and Venue staff. Violent, aggressive or rude behaviour will not be tolerated and Attendees shall be asked to leave forthwith if they display any such behaviour. If an Attendee is asked to leave, no refund of admission or any other costs relating to attendance at the Event or otherwise arising shall be due or payable by the Organisers. All Attendees must adhere to the instructions given by the Organisers and, if appropriate, agree to start and finish their opportunity for an introduction to an Angel when requested by the Organisers. Attendees agree not to interfere with any other introduction opportunity between another Attendee and an Angel or to disrupt the Event in any manner.

6. The Event is held at a Venue which the Organisers do not own or control, therefore any claim in respect of accident or personal injury occurring at the Venue should be made to the Venue direct. Attendees hereby agree to release and absolve the Organisers from any liability in this regard. Attendees should pay particular attention to any notices or rules of conduct at the Venue.

7. The Organisers shall not be held liable for any loss or damage to intellectual property, physical property or damage to any person or thing howsoever arising from attendance or planned attendance at the Event or Venue. Unless expressed within these Terms and Conditions the Organisers shall bear no liability for any loss, costs, damages or expenses, either directly or indirectly incurred by the Attendee or any supporter in relation to the Event.

8. Attendees hereby permit their photographic image or film of their appearance at an Event to be used by the Organisers for their marketing and publicity materials (both on-line and published media).

9. Admission to the Event gives the Attendee the opportunity to introduce themselves and their business ideas to Angels. The Organisers are unable to guarantee how many Angels will attend the Event (if indeed any attend) and cannot be held liable for any failure of any Angel or Angels to attend.

10. The Organisers make no promise or assertion regarding any outcome of the Event nor that the Attendee shall be successful in its objective or desired outcome from an introduction to the Angels, including but not limited to raising money or securing funding for their business, idea or company.

11. Acceptance of applications from Attendees to attend the Event is entirely at the discretion of the Organisers and pre-conditions may be set for certain events such as SpeedPitching.

12. The purchase of tickets by Attendees for additional representatives or supporters does not grant any rights under these Terms and Conditions to such supporters. It is not intended that any supporter or any third party shall have any rights to enforce any of the terms of this agreement. Supporters with valid tickets shall have the rights of a permitted visitor to the Venue on the Date and shall be bound by any rules and regulations thereby imposed.

13. The Attendee may not transfer, sell or pass his entrance ticket to any other person who has not registered with the Organisers agreed to these Terms and Conditions.

14. The Organisers request that all attending Angels complete either a sophisticated investor or high net worth individual form and agree to an NDA but the Organisers do not make any promises or representations regarding the bona fides of the Angels attending the Event. The Organisers do not check or verify the personal details of either Attendees or Angels. It is the Attendee’s responsibility to satisfy themselves as to the identity and bona fides of the Angels and their willingness to be bound by confidentiality in regard to the Attendees business ideas before giving further information.

15. The Organisers cannot be held liable for any loss, costs, damages, expenses (either direct or indirect, consequential, including but not limited to anticipated profit or savings, or otherwise) arising from the attendance by an Attendee at the Event or their introduction to an Angel at such an Event (save such liability which may not be excluded or limited in law).

16. The Organisers collect personal data from Attendees and Angels in order for them to organise the Event. The Organisers treat such personal information in accordance with the Data Protection Act 1998. Personal information collected by the Organisers is used to communicate with Attendees and Angels in regard to the Event and thereafter to deliver marketing and publicity information to the Attendees about future Events or other projects organised by the Organisers. Attendees also give the Organisers permission to forward their personal information to Angels who request it and to other carefully selected companies or organisations which the Organisers believe will be of interest to them. Any Attendee wishing to be removed from the Organiser’s database must contact the Organisers on the following email address requesting “unsubscribe”. Email address: wings@angelsden.co.uk

17. Each Attendee agrees that these Terms and any dispute arising in any way in relation to the event attendance will be governed by and construed in accordance with the laws of England.

18. General

(a) In the event that any provision (or part thereof) in these Terms is determined to be unenforceable or invalid, such provision shall be severed and the remaining provisions (or part thereof) shall be enforceable to the fullest extent permitted by English law.

(b) These Terms and the Code of Conduct and Terms of Use of the Angels Den Website represents the entire agreement between Attendees and the Organiser relating to the subject matter hereof, and supersede any prior understanding or agreements regarding events.

(d) All disclaimers, indemnities, exclusions and limitations set out in the Code shall survive termination.

(e) It is not intended that any provision in this agreement shall be enforceable by any third party and the Contracts (Rights of Third Parties) Act 1999 shall be excluded.