TERMS AND CONDITIONS OF USE OF THE HURST PLATFORM
These Terms and Conditions of Use govern access to and use of the Website (https://hurst.capital and https://crowdfunding.hurst.capital) and/or the App ("Platform"), establishing the rules and guidelines for HURST users and/or investors.
HURST reserves the right to modify these Terms and Conditions of Use at any time, without prior notice. Such modifications shall take immediate effect upon publication on the Website and/or Application.
1. Acceptance
1.1. Accordingly, as a user and/or investor, by utilizing the Platform, you acknowledge that you have reviewed and freely and voluntarily assented to the terms of use.
1.2. Please be advised that your access to our Platform is contingent upon your agreement with these Terms and Conditions of Use and our Privacy Policy.
1.3. Any forbearance by HURST regarding the breach of any obligation stipulated in these Terms and Conditions of Use and the Privacy Policy by clients and users shall not constitute a waiver of the right to demand compliance with such obligation, nor an amendment to any term or condition contained herein.
2. About Us
2.1. We operate as an investment platform for real assets and tokens ("Digital Currencies", which, together with real assets, are referred to as "Assets"). Our objective is to provide Platform users and clients with access to alternative investments, offered as "Transactions", thereby enabling partners, originators, and investors to connect via our proprietary technology. The Assets pertaining to each Transaction are linked to your account, which, through public and private keys, allows you to store, send, receive, and consult the associated Assets, all viewable via the Platform. HURST does not operate as a financial institution, wealth manager, administrator, or securities broker.
2.2. Currently, HURST's Transactions are conducted through two (2) entities, which possess distinct yet complementary objectives, namely ("HURST"):
(a) HURST CAPITAL S.A., an entity established with the mission to democratize access to alternative assets via an investment platform, which were previously exclusive to high-net-worth individuals. It is, therefore, the proprietor of all systems, source codes, platforms, licenses, and intellectual property pertaining to the HURST Platform, and also engages in the dissemination of content, articles, and news related to the investment market ("HURST CAPITAL");
(b) HURST SERVIÇOS DE INVESTIMENTO COLETIVO E SECURITIZAÇÃO S.A., an electronic participatory investment platform, operating pursuant to CVM Resolution No. 88 of April 27, 2022 ("CVM Resolution 88/2022"). Through this platform, securities offerings by small and medium-sized enterprises (SMEs) are intermediated, and offerings related to securitization and receivables certificates are distributed, utilizing our proprietary technology, in accordance with Circular Letters No. 4/2023/CVM/SSE and No. 6/2023-CVM/SSE 6 ("HURST CROWDFUNDING").
(c) By utilizing the HURST Platform, you expressly acknowledge that:
(a) HURST CAPITAL and/or HURST CROWDFUNDING are not liable for any financial decisions you may make through the Platform. You shall bear sole responsibility for such decisions.
(b) HURST CAPITAL and/or HURST CROWDFUNDING are not accountable for the fees, quotations, deadlines, and other terms pertaining to the services and products listed on the Platform.
3. User and Investor Access
3.1. Access to the Platform may be facilitated via its Website and Application.
3.2. HURST will exert its utmost efforts to ensure the highest possible availability of the Platform via the Website or Application, operating 24 (twenty-four) hours a day, 7 (seven) days a week. However, HURST is not liable for any unavailability of the Platform, for any period or duration.
3.3. Nevertheless, navigation on the platform or any of its pages may be interrupted, limited, or suspended for updates, modifications, or any actions necessary for its proper functioning, without prior notice, or due to reasons beyond HURST's control, including fortuitous events or force majeure.
4. Registration
4.1. Access to the Platform's functionalities will necessitate prior registration, accomplished by completing a form available under the 'Open your account' option. You must provide your complete data, and it shall be your sole responsibility to maintain this information updated. Furthermore, you attest to the veracity of the personal data provided.
4.2. It will be requisite that you accept these Terms and Conditions of Use and our Privacy Policy, under penalty of non-continuation of your registration.
4.3. HURST does not accept registrations from individuals under 18 (eighteen) years of age, unless they are emancipated individuals over 16 (sixteen) years of age, either by parental consent or judicial decision, and in other cases specified in Article 5, sole paragraph, of the Civil Code.
4.4. HURST will exert its utmost efforts to maintain the Platform's content updated and complete, free from any defects or viruses.
4.5. HURST may modify the Platform's content at any time, without prior notice.
4.6. You may only maintain one registration corresponding to a single account on our Platform, whether via the Application or Website, which must be linked to a bank account held in your name.
4.7. You may not transfer any amount in Brazilian Reals to third-party bank accounts and/or wallets via the Platform.
4.8. HURST may, at any time and at its sole discretion, deny registration or suspend, block, or deactivate your registration without prior notice, and without incurring any penalty or charge, in the event of, whether concurrently or not: (i) falsity, inaccuracy, outdatedness, or incompleteness of the information and documents provided by you; (ii) total or partial violation of any provisions of these Terms and Conditions of Use, or any other guideline published by HURST, as well as applicable legislation and other regulations; (iii) inability to verify your identity and/or detection of indications of identity fraud; (iv) the adoption of any conduct by you that, at HURST's sole discretion, is incompatible with the Platform's objectives; and (v) a request made by a competent authority.
4.9. Upon cancellation of your registration, HURST will convert your Asset balance into fiat currency and transfer it to the bank account listed in your registration. Provided that, in the event of suspected fraud or any other illicit activity, HURST may, in addition to resorting to applicable legal measures, withhold any funds or assets stored in your account or otherwise delivered to HURST, until the conclusion of the respective investigations.
4.10. Upon completion of your registration, access to the Platform account will be granted via the login credentials and password created by you.
5. User and/or Investor Responsibility
5.1. You agree to maintain your data confidential, observing our guidelines outlined in the Privacy Policy, and will adopt all necessary precautions for the protection of your smartphone, tablet, and computer with antivirus tools.
5.2. Furthermore, you must exercise all necessary precautions when accessing your account on third-party devices or public access networks, including, but not limited to, using strong passwords and refraining from sharing data with third parties.
5.3. Passwords are individual, confidential, and non-transferable. It is your sole responsibility to promptly notify the platform in the event of leakage or unauthorized use of the respective password.
5.4. You are responsible for all information and activities conducted on the Platform by any person using your email address and password, whether authorized by you or not.
5.5. Any security breach, loss, theft, or unauthorized use of a username, password, or security information must be reported to us immediately.
6. Content
6.1. The user and/or investor agrees to use this Platform in good faith, refraining from using, uploading, or transmitting any material that is:
(a) Violent or threatening, defamatory, obscene, offensive, pornographic, abusive, likely to incite any form of racial hatred, discriminatory, or in violation of third-party privacy.
(b) Lacking necessary authorizations, licenses, and/or approvals.
(c) Constituting or inciting conduct that may be considered criminal or civil offenses, or that is otherwise merely illegal, technically harmful, including, but not limited to, computer viruses, macros, "Trojan horses," worms, malicious components, corrupted data, and other malicious computer programs or data designed to interfere with, interrupt, or disrupt the normal operations of an electronic device.
6.2. You must ensure that your use of the Platform and its services does not impair their stability and availability. Should this occur, you may be held liable for any damages demonstrably caused by you, in accordance with applicable law.
7. How Our Services Operate
7.1. HURST provides deposit, withdrawal, trading, and storage services for Brazilian Reals on the Platform solely to support and facilitate its Operations.
7.2. HURST securely stores the private keys pertaining to funds deposited in each user's account, utilizing a combination of online and offline storage. Due to this configuration, chosen to enhance user security, there may be delays in processing the receipt of funds into an account, crediting an account, and/or sending funds via the Platform, for which HURST shall bear no responsibility.
7.3. You must not attempt to use your Platform account to receive or send funds not intended for use in Operations. Any attempt to improperly send, receive, or store funds may result in the complete, definitive, and irreversible loss of these funds, with HURST hereby disclaiming any liability in connection with such actions and any resulting losses.
7.4. HURST does not own or control the protocols and networks governing the assets supported by the Platform, including, without limitation, blockchains where Operations are recorded.
7.5. You acknowledge that HURST (i) does not provide investment advice or recommendations, and you declare that you understand and accept the inherent risks associated with activities and Operations involving blockchains, including the potential for changes to the protocols and networks governing them relative to their current functionality, as well as the risks associated with financial outcomes (gains or losses) resulting from such Operations; nor (ii) determines the price at which Assets are traded, as this is determined by market forces, based on the supply and demand for the respective Asset.
8. Operations
(A) General Guidelines
8.1. To participate in any Operation structured and/or distributed by HURST, you must have an active registration with HURST, contingent upon your acceptance of these Terms and Conditions of Use and our Privacy Policy, as well as having your registration approved after completing the form.
8.2. To participate in any Operation, you must also maintain a sufficient balance in Brazilian Reals in your account, or the equivalent in Digital Currencies, depending on the specific operation, always observing the minimum value stipulated for each Operation and other applicable fees.
8.3. To fund your account, you must make a corresponding deposit into the bank account held by HURST at Banco Itaú (341), Branch 0350, Current Account 32474-5, and await the deposit to be reflected in your logged-in area.
8.4. You acknowledge that each Operation published on the HURST Platform constitutes a firm investment offer, and once the contract is signed, it cannot be rescinded under any circumstances.
8.5. Upon signing the contract, you acknowledge that the Operation value will be deducted from your account balance and invested in the selected Asset.
8.6. Within 5 (five) days from the investment confirmation, i.e., from the payment confirmation date, withdrawal from the investment is permitted without incurring any charges for the user. Should this occur, the full amount deposited by the user will be reimbursed, without interest or monetary adjustment. After this period, the investment commitment will be considered irrevocable and irreversible for all legal purposes.
(B) CROWDFUNDING
8.7. It is important to note that no public offering of securities will be conducted within the HURST CAPITAL environment. Should the user choose to invest in or learn more about such an investment opportunity, they will be directed to the specific environment related to the asset in question (https://crowdfunding.hurst.capital), where, depending on the chosen investment, a supplementary registration may be required, in addition to other form completions mandated by national legislation and regulation.
8.8. User, always remember to carefully read the essential information provided on the crowdfunding offer page before confirming your investment.
8.9. To make investments through HURST CROWDFUNDING, the user (natural person) must necessarily possess: i) a valid CPF/ME; ii) a Brazilian address; and iii) a complete registration and authenticated identity within the Platform's login system.
8.10. The user must also select their investor profile during the investment process for HURST CROWDFUNDING Operations, in addition to accepting the Risk Awareness Term and declaring compliance with investment limits per investor type, as defined in CVM Resolution 88/2022. The veracity of these declarations is the sole responsibility of the user, who is responsible for updating the total value of their investments made in the calendar year across all combined participatory electronic investment platforms, ensuring that the total does not exceed the limits established in CVM Resolution 88/2022 and that this control can be maintained.
8.11. Once investment interest is confirmed, the user must complete their full registration, if not already done, and specify the amount they wish to invest. The user is responsible for the accuracy of the information entered into the Platform.
8.12. The investment will only be confirmed upon HURST CROWDFUNDING's receipt of confirmation that the fund transfer has been successfully completed, i.e., reconciled with the contracted third-party financial institution.
8.13. HURST CROWDFUNDING provides an electronic forum for users, related to each successful Offer ("Chat"). The Chat serves as an environment for investors of the same offer to connect, complying with the regulatory requirements of CVM Resolution 88/2022. Its aim is to ensure privacy and timeliness in communication, focusing on the best interests of investors. Therefore, questions and comments not specifically related to the Offer in question, or expressions and issues that do not align with the forum's objective, will be removed and addressed separately by HURST CROWDFUNDING's relationship department. Any comments that HURST CROWDFUNDING deems to contain hate speech, discriminatory, political, "fake news", illegal, immoral, or offensive and inappropriate language will be immediately removed from the Chat without notice.
8.14. For further details on this modality, please consult our Educational Material (link) and the Consolidated List of Closed Offers (link).
(C) Arbitrage of HURST CAPITAL's Asset Market
8.15. Should you wish to execute Buy or Sell Orders for Assets exclusively concerning Assets distributed by HURST CAPITAL that do not fall under the definition of securities, including, but not limited to, Ether (ETH), within the Asset Market, you must publish a buy or sell order on the Platform, as applicable, by completing the form available on the Platform. Prior to publishing your buy or sell order, your account must hold sufficient funds in Brazilian Reais (for a buy order) or Cryptoassets (for a sell order) to cover the intended offer.
8.16. You acknowledge that each buy or sell order published on the Platform constitutes a firm offer to buy or sell, as applicable, in accordance with the provisions of applicable legislation, the characteristics of the Assets, and the price specified in the respective buy or sell order. The selling price of the Asset, as stated in the sell order, may be determined by the user themselves and/or based on the prevailing supply and demand conditions for a particular Asset at the time, without any involvement from HURST CAPITAL. You understand and agree that, upon the acceptance of your buy or sell order by another user, the Transaction will be automatically executed by the Asset Market and cannot be undone or modified.
8.17. Once your buy or sell order is accepted, the amount in Brazilian Reais (for a buy order) or Assets (for a sell order) will be automatically transferred by the Asset Market: (i) with the Reais being debited from your account (for a buy order) and credited to the accepting user's account, and conversely, the Asset balance will be transferred from the accepting user's account to your account; or (ii) with the Digital Currencies being debited from your account (for a sell order) and credited to the accepting user's account, and conversely, the equivalent balance in Reais will be transferred from the accepting user's account to your account.
8.18. Should you wish to exchange your Assets for other Assets offered by HURST CAPITAL, and if this exchange is supported by the Platform, you declare that your exchange offer represents two firm offers (a sale followed by an automatic purchase) and you agree that items 8.3, 8.4, and 8.5, supra, are applicable to the intended Asset exchange Transaction.
8.19. Should you wish to cancel a buy or sell order that has been published but not yet accepted by another user, you may do so via the Platform itself, whereby the original balance, whether in the equivalent amount of Brazilian Reais or Cryptoassets, as applicable, will be restored to your account, and it is understood that users involved in the Transaction shall have no claim against HURST CAPITAL.
8.20. HURST CAPITAL is neither a party nor shall it be considered a party to any buy and sell transaction, and shall be held harmless from any liability for the effective fulfillment of obligations assumed by you in your direct buy and sell transactions.
8.21. You acknowledge and accept that, when conducting buy and sell Transactions, you do so at your own risk, recognizing HURST CAPITAL solely as a service provider for making the Asset Market available for buy and sell transactions between you and other users.
8.22. You must ensure that you have correctly provided: (i) your details for withdrawing amounts in Brazilian Reais and (ii) your account address for future withdrawal of Digital Currencies from the Platform, should you wish to conduct any buy and sell transaction.
8.23. You declare and warrant that you are aware that due to lack of knowledge, technical issues, failures, delays, or any problem, processing, or malfunction of the devices and networks used by you, as well as payment methods and other intermediaries, whether due to your fault, the user's fault, or third parties, or acts that exceed HURST CAPITAL's security domain, according to security measures commonly employed in the market, buy and sell orders eventually executed by you may take time to be processed and published, and such delay may lead to mismatches between execution and cancellation, and that HURST CAPITAL is not responsible for any eventual change in Asset quotation, nor for any loss, including loss of opportunity, material or immaterial damage, direct or indirect, or prejudice incurred by you in this regard or due to these characteristics.
8.24. HURST CAPITAL reserves the right, at its sole discretion, without prior notice and without any burden, penalty, liability, or duty to indemnify, to implement limits on the use of the Asset Market, such as, but not limited to, the number of buy and sell Transactions you may conduct.
9. Intellectual Property
9.1. The commercial exploitation of the name, designs, and the expression "HURST" as a corporate name, trademark, or domain name, as well as content, infographics, articles, columns, widgets, programs, databases, documents, and other utilities, are the property of HURST and are protected by all applicable laws and treaties.
9.2. These Terms and Conditions of Use do not assign or transfer any rights to the user and/or investor, such that your access to the Platform does not generate any intellectual property rights. Therefore, the total or partial reproduction of the content highlighted in the item above is prohibited. Should you wish to use any of this content, we request that you contact us before doing so, under penalty of criminal and civil sanctions.
10. Privacy
10.1. We believe your privacy is of utmost importance. In accordance with our Privacy Policy, available via the link mentioned in these Terms and Conditions of Use, we will only use and/or disclose your information if duly authorized freely, informed, and unequivocally.
10.2. HURST implements technical information security measures, adopting security practices for both the protection and processing of personal data, as well as against unauthorized disclosure, loss, or data leakage, utilizing encryption, periodic security monitoring and testing, firewalls, among others, and cannot be held responsible for cyberattacks that could not have been prevented by market tools or for incidents caused by the data subject's own fault.
11. Fees
11.1. Registration on the Platform via the Website or Application is free of charge. To verify commission amounts and other details regarding fees, terms, and limits, please refer to the page for each Operation within https://investe.hurst.capital/oportunidades/ and https://crowdfunding.hurst.capital/oportunidades.
11.2. You will pay commission to HURST CAPITAL or HURST CROWDFUNDING for performing the following operations on the Platform, as applicable:
(a) Transaction Fees: A distribution fee and an administration fee may be charged by HURST CAPITAL or HURST CROWDFUNDING, which will be established for each Transaction.
(b) Execution of Sell Order (applicable only to Hurst Capital operations): Your publication of an Asset sell order on the Platform is free of charge. However, HURST CAPITAL may charge fees if this sell order is accepted, in whole or in part, by another user, for the execution of that order. Thus, the balance in Brazilian Reais available for withdrawal by that user will be the selling value of their Assets, already discounted by the fee specified in this item, to be made available on the Platform, as applicable.
11.3. By accepting these Terms and Conditions of Use, you agree to pay HURST the amounts corresponding to the commissions for services rendered, as indicated in this item 11. HURST may modify, increase, eliminate existing commissions, or implement promotional conditions, at any time, whether on a permanent or temporary basis, by disclosing such changes on its Platform, via the Application and Website.
12. Term and Termination
12.1. The validity of the user and/or investor registration that grants access to the Platform shall be for an indefinite period.
12.2. The user may terminate this instrument at any time by requesting the cancellation of their registration via the email investidor@hurst.capital.
12.3. For the purpose of closing your registration and, consequently, your account, you must ensure that there are no Assets registered in your account and/or no balances in Brazilian Reals or Digital Currencies in your account. It is incumbent upon you to effectuate the necessary redemptions or sale transactions, if applicable.
12.4. HURST reserves the right, without prior notice, to prevent or suspend the navigation and/or access of any user/investor found to be in violation of any of the Terms and Conditions of Use and/or the Privacy Policy.
12.5. Following the suspension and/or cancellation of your registration, whether initiated by yourself or by HURST, you acknowledge that you may no longer have access to and/or be able to retrieve information regarding transactions conducted via the Platform. HURST shall have no obligation to store such information, nor to transmit it to you.
13. Liability
13.1. HURST shall not be liable for any losses, whether loss of opportunities, material or immaterial damages, detriments, lost profits, indemnities, and/or reparations of any other nature that you may incur due to (i) Operations conducted on the Platform; (ii) the results of such Operations; (iii) any technical and/or operational failure or unavailability occurring on the Platform, including services provided by third parties; (iv) external influence or the installation of malicious software on equipment used by you, including, but not limited to, viruses, trojans, malware, worms, bots, backdoors, spyware, and rootkits; (v) events defined in applicable legislation as force majeure or acts of God; (vi) any and all acts or omissions performed by you from your access to the Platform; and (vii) the reimbursement for any and all losses and damages incurred by HURST, another user, or any third party arising from your activity on the Platform, including, without limitation, those resulting from the violation of any rights of other users or third parties, related to Asset purchase and sale operations, HURST's intellectual property rights, or the provisions of these Terms and Conditions of Use and our Privacy Policy.
14. Disclosure of User Information among the Hurst Group
14.1. The user hereby authorizes HURST to process confidential registration information and any other information provided by you, in whole or in part, as set forth in our Privacy Policy. Users' personal and sensitive data will be processed securely, protected from unauthorized or unlawful processing and against accidental loss, destruction, or damage, by adopting appropriate technical or organizational measures. Furthermore, if required by law or a good-faith judgment that the retention or disclosure of access is reasonably necessary, in our opinion, to:
a) comply with a legal procedure, including, but not limited to, civil and criminal subpoenas, court orders, or other mandatory disclosures;
b) enforce these Terms and Conditions of Use;
c) respond to claims of third-party rights infringement, whether the third party is a user, an individual, or a government agency; and
d) protect the rights, property, or safety of HURST, the Platform, the services, our users, or the general public.
14.2. The disclosure of user information to third parties, except for what is necessary for user support, for the administration of these Terms and Conditions of Use, or for compliance with legal requirements, is addressed in the Privacy Policy.
14.3. You authorize HURST to share the registration data provided on the Platform with partners or with any other company within the same economic group, in compliance with the principles and guarantees established by Law No. 13,709 of August 14, 2018 (LGPD).
14.4. The data will be processed in a manner compatible with its purpose, ensuring your security through the adoption of appropriate technical and administrative measures designed to protect the shared personal data.
15. Miscellaneous Provisions
15.1. Should HURST fail to exercise any right provided for in these Terms and Conditions of Use, this shall not be construed as a waiver, relinquishment, or revocation of any provision of these Terms and Conditions of Use.
15.2. In the event that any provision or item of these Terms and Conditions of Use is deemed unenforceable, void, illegal, or otherwise ineffective, the remaining provisions and items of these Terms and Conditions of Use shall remain in full force and effect.
15.3. HURST may modify the Terms and Conditions of Use as it deems necessary. We will notify you of any changes through an update to these Terms and Conditions of Use on our Platform, via the Website and Application. We advise you to review these Terms and Conditions of Use and our Privacy Policy frequently for any changes, as such amendments will be applicable from the moment they are made available on our Platform.
16. Support
16.1. Should you have any questions, suggestions, or complaints regarding our Website, Application, and/or Platform, you may contact us via the following email address: investidor@hurst.capital
17. Jurisdiction
17.1. All provisions of these Terms and Conditions of Use shall be governed by the prevailing laws of the Federative Republic of Brazil. To resolve any disputes, the jurisdiction of the City of São Paulo, State of São Paulo, is hereby elected.