WELCOME TO PIPELINE COLLECTIVE!
WHAT IS PIPELINE COLLECTIVE?
Operating under the name Pipeline Serviços Ltda., a limited liability business entity, registered with CNPJ/MF under the number 15.799.453/0001-05, headquartered at Avenida Brigadeiro Faria Lima, 2369 –2355, Suite 605, state of São Paulo, ZIP code 01452-922 (“PipelineCollective”), we are an electronic platform aimed at providing technology services to make available to companies and other organizations or entities that comply with our access policies the technological apparatus so that they can raise the necessary capital for the development of their businesses and activities (“Issuers”).
Similarly, our intention is to allow investors interested in fostering the Issuers’ market and who meet certain minimum requirements to learn about and invest in projects of this nature (“Investors”).
CREATION AND USE OF YOUR ACCOUNT
There are features that you, the User, can use without needing to register on the Platform. However, to make use of a good portion of our services, you need to open an account with us.
The account registration consists of (i) a username chosen by you; (ii) an email address, provided by you, which will be used for all our contacts and updates; and (iii) a password, determined by you. To complete this registration, we will need a series of personal information and possibly some documents. This data will be used for all our interactions, especially regarding making or receiving investments from the User.
Therefore, it is essential that all information provided by the User is true, current, and complete. The User will not use fictitious, offensive and/or altered names, nor register in the name of another person(s). Pipeline Collective may cancel your account without prior notice if it identifies any of these practices.
The User is solely responsible for all activity performed on their account and for keeping their access data confidential. If you identify any suspicious activity or indication that another person(s) is using your data, contact the Pipeline Collective support team at firstname.lastname@example.org.
You may request to cancel your account at any time. This request, however, does not result in the immediate deletion of your account. Pipeline Collective may retain certain information and/or documents necessary for compliance with current legislation and internal compliance purposes.
Pipeline Collective has a partnership with Arco Pagamentos Ltda., registered with CNPJ 34.363.724/0001-11 (“Arco Pagamentos”) to optimize, improve and facilitate the deposit of funds by Users and the receipt of these funds by Issuers. The Issuer, at the time it joins Pipeline Collective to carry out its Public Offering or Private Offering, will have an account opened in its name for the receipt of these funds (“Arco Account”).
Likewise, the Investor, at the time of reserving their first investment through the Platform, must also open an individual Arco Account in their name and make the necessary deposit for the purpose of confirming their investment, which can also be used for any new investments they make through the Platform. The process of opening the Arco Account will be initiated by Pipeline Collective itself, by sending the basic personal information of the Investor to Arco Pagamentos when making the reservation, as duly indicated in the terms and conditions then made available for the Investor’s knowledge and signature. The opening of the Arco Account will follow the Central Bank’s own rules governing payment arrangements in the country.
To open their Arco Account, Users must also adhere to Arco Pagamentos’ own terms and policies, made available at the time of opening the Arco Account.
If Issuers wish to use other payment arrangements, they may do so freely, provided they have previously agreed with Pipeline Collective and, in the case of Public Offerings, comply with the rules of CVM Resolution No. 88 (“RCVM88”).
Public offerings of shares, debentures, subscription warrants, coupons, rights, subscription receipts, certificates of split related to these, certificates of deposit of securities, debenture notes, shares in investment funds or investment clubs in any assets, commercial notes, futures contracts, options contracts and other derivatives, whose underlying assets are securities, other derivative contracts, regardless of the underlying assets, and, when offered publicly, any other securities or collective investment contracts, which generate the right to participation, partnership, or remuneration, including resulting from the provision of services, whose income comes from the effort of the entrepreneur or third parties (“Securities”), exempt from registration with the CVM through the accredited Pipeline Collective platform, in accordance with CVM Resolution No. 88 of July 13, 2017 (“Public Offering” and “RCVM88”).
To carry out a Public Offering in the Platform environment, the Issuer must comply with the following requirements:
a) be a Brazilian business entity registered with the competent public registry, with an annual gross revenue of up to R$ 40,000,000.00 (forty million reais) as of the fiscal year ended in the year prior to the offering and not be registered as a securities issuer with the CVM;
b) be advised by a law firm with experience in the capital market for the legal structuring of the Public Offering, including the preparation of all necessary documents for the Public Offering, such as declaration models, commitment terms, corporate approvals, adaptation of investment contracts in compliance with Pipeline Collective templates, which will be provided in due course, among others, as applicable (together, “Offer Documents”);
c) comply with the obligations established in paragraphs 3 to 5 of article 5 of CVM Resolution No. 88, which are: (i) not to raise more than R$ 15,000,000.00 (fifteen million reais) in the same calendar year through other public offerings of securities exempt from registration; (ii) not to carry out, within 120 (one hundred and twenty) days from the closing date of the previous successful exempt offering subject to RCVM88, a new offering exempt from registration; (iii) ensure that the advertising material used in the Public Offering (“Advertising Material”) (iii.1) contains truthful, complete, consistent and non-misleading information, and (iii.2) is written in simple, clear, objective, calm and moderate language, warning readers about the risks of investment; (iv) mention in all Advertising Material that such document is an advertising material of the Public Offering; and (vi) include the following sentence in all Advertising Material: “THIS OFFERING HAS BEEN EXEMPTED FROM REGISTRATION BY THE CVM. THE CVM DOES NOT GUARANTEE THE TRUTHFULNESS OF THE INFORMATION PROVIDED BY THE ISSUER NOR JUDGES ITS QUALITY OR THE QUALITY OF THE SECURITIES OFFERED”; and
d) make the applicable payments to Pipeline Collective for the use of the Platform.
Pipeline Collective undertakes to always comply with the obligations imposed by the current legislation and by the best understanding of the CVM and other competent regulators.
The organization and promotion of the Public Offering, always in compliance with the current legislation, will be the exclusive responsibility of the Issuer, with Pipeline Collective only providing the necessary technology through the Platform for the Issuer to present the investment opportunity to the Investors, as well as monitoring to ensure compliance with RCVM88. It will also be the exclusive responsibility of the Investor to decide on participation in the Public Offering, including the proper analysis of the Material Disclosure and other information and documents made available by the Issuer in the Public Offering environment on the Platform, as well as the verification of meeting the minimum requirements for access to the Public Offering.
The Investor wishing to participate in a Public Offering must also observe the limitations below:
a) The total amount invested by an Investor must be limited to R$ 20,000.00 (twenty thousand reais) per calendar year, except in the cases listed below.
b) If the Investor falls within the definition of a lead investor, as set forth in Article 2, VI of RCVM88, they are exempt from the value limitation referred to in item “a.”
c) If the Investor is a Qualified Investor, according to specific regulation that establishes the obligation to verify the suitability of products, services, and operations to the client’s profile, they will also be exempt from the value limitation.
d) If the Investor can prove an annual gross income or amount of financial investments greater than R$ 100,000.00 (one hundred thousand reais), their annual investment limit can be increased to up to 10% (ten percent) of the higher of these two values per calendar year.
After the opening of the Public Offering on the Platform, a period of up to 180 (one hundred and eighty) days, or a shorter period, if determined in the Offering Documents, will be opened for Investors who meet the minimum requirements of the respective Public Offering to indicate their investment intention. The Offering Documents, as well as the information contained in the Public Offering environment on the Platform, will indicate the period or date of subscription and the integration of the Securities.
The Investor is responsible for depositing the funds for the integration of the Securities in their Arco Account, or, if it has not been created, transferring them to the bank account indicated by the Issuer upon the closure of the Offering. It is also the exclusive responsibility of the Issuer to verify the integrations, without any responsibility of Pipeline Collective.
During the period of operation of the Public Offering, the Investor, for the purpose of transmitting their investment intention through the Platform, must electronically sign all the documents necessary for the acquisition or subscription and integration of the Securities, as made available on the Platform, in addition to any personal or other physical documents that may be necessary for the Issuer to proceed with the accounting registration of the transaction.
The Issuers may establish special conditions applicable to the operation within each Public Offering, which must be established bilaterally, through commitment terms, between the Investors and the Issuer and/or the Lead Investor, such as the allocation of a percentage of the profit earned by the Investor to the Lead Investor, due to their curatorial role in the context of the Public Offering. Pipeline Collective has no, and will not have any, influence on the establishment of these special conditions by the Issuer, nor will it exercise any monitoring function regarding the effectiveness of such adjustments.
PIPELINE COLLECTIVE’S REMUNERATION
The Pipeline Collective shall be entitled to receive remuneration from the Issuer for the services provided, which shall consist of:
a) Listing fee (“Listing Fee”), charged by Pipeline Collective for analysis of documentation, conducting the Know Your Client (“KYC”) process for the Issuer and its shareholders and administrators, and approval of the listing of the Offering;
b) Success fee, charged by Pipeline Collective as a percentage of the final amount raised in the event of a successful closing of the Offering (“Success Fee”); and
c) Performance fee on investment returns, if applicable and previously established in the contract (“Performance Fee”).
INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS
The Pipeline Collective holds all and any rights over projects, logos, trademarks, patents, trade secrets, copyrighted works, as well as any other intellectual and/or industrial property rights that may be created, developed or modified within the scope of the Platform. No intellectual and/or industrial property rights, currently existing and owned by Pipeline Collective, whose use and access are granted to the Issuers and Investors, before or after their registration on the Platform, will be transferred or licensed differently from what is provided herein to its Users, unless a license agreement or assignment of rights is signed between the interested party and Pipeline Collective.
The Issuers and Investors properly registered on the Platform are licensed to use the Platform and related services and tools, as contracted with Pipeline Collective. Such licensing is provided without any exclusive right of the User in relation to the licensed products and services, and access and use will be immediately terminated upon the User’s deregistration on the Platform or upon the expiration of the term of the contracted services or tool.
Except with express authorization from Pipeline Collective, no User may copy, modify, distribute, sell, rent, publish, or use in any way other than as described herein, the projects, logos, trademarks, patents, trade secrets, copyrighted works, as well as any other intellectual and/or industrial property works, registered or not, belonging to Pipeline Collective, under penalty of indemnity fines and the application of appropriate legal measures.
WARRANTIES AND LIABILITY DISCLAIMERS
The Pipeline Collective provides and will provide its services using the highest standards of diligence and care, however, the Platform is a technological tool made available to Issuers and Investors as a means of facilitating fundraising for Issuers, as well as analyzing investment opportunities for Investors who intend to foster the business of early-stage companies.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ADDITIONAL TERMS, OR THEIR RESPECTIVE UPDATES, NEITHER PIPELINE COLLECTIVE, NOR ITS SUPPLIERS OR DISTRIBUTORS OFFER ANY WARRANTIES ABOUT THE VALIDITY, EFFECTIVENESS, REGULARITY OF DIRECT PUBLIC OFFERINGS AND THEIR RESPECTIVE OFFERING DOCUMENTS AND INFORMATION PRESENTED BY THE ISSUERS. LIKEWISE, WE ARE NOT RESPONSIBLE FOR THE CONTENTS PRESENTED IN THE OFFERING DOCUMENTS, THE PROCEDURAL DILIGENCE OF THE ISSUER, OR THE RELIABILITY, AVAILABILITY, OR ABILITY OF THE ISSUER TO MEET THE NEEDS OF INVESTORS. WE ARE ONLY RESPONSIBLE FOR PROVIDING OUR TECHNOLOGY SERVICES, AS CONTRACTED BY THE RESPECTIVE USER “AS IS”, AS WELL AS DILIGENTLY MONITORING THAT THE PUBLIC OFFERINGS TRANSMITTED THROUGH THE PLATFORM ARE COMPLYING WITH THE RULES OF RCVM88.
PIPELINE COLLECTIVE DOES NOT PROVIDE ANY WARRANTY OF SUCCESS IN PLACING SECURITIES BEFORE INVESTORS, NOR DOES IT PROVIDE ANY WARRANTY THAT THE ISSUERS WILL COMPLY WITH THEIR OBLIGATIONS SET FORTH IN THE DOCUMENTS OF THEIR RESPECTIVE OFFERINGS OR THAT INVESTORS WILL RECEIVE THE EXPECTED RETURN ON THEIR INVESTMENTS.
PIPELINE COLLECTIVE, ITS SUPPLIERS, OR DISTRIBUTORS SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, FINANCIAL LOSSES, OR DIRECT OR INDIRECT, MATERIAL OR MORAL DAMAGES, OR OF ANY OTHER NATURE ARISING FROM THE RELATIONSHIP BETWEEN ISSUER AND INVESTOR.
PIPELINE COLLECTIVE, ITS SUPPLIERS, AND DISTRIBUTORS SHALL NOT BE LIABLE FOR ANY INDIRECT DAMAGES THAT MAY BE CAUSED TO THE USER AND/OR ANY THIRD PARTY, BY ANY ACT OR FACT, WHETHER CONTRACTUAL OR EXTRA-CONTRACTUAL IN NATURE. PIPELINE COLLECTIVE SHALL ONLY BE LIABLE TO THE USER FOR ACTS OR FACTS IN WHICH IT HAS PROVEN TO HAVE ACTED WITH FRAUD AND PROVIDED THERE IS A CAUSAL RELATIONSHIP BETWEEN THE DAMAGE AND ITS CONDUCT. ITS TOTAL LIABILITY TO THE USER AND THIRD PARTIES IS LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY PIPELINE COLLECTIVE FROM THE USER IN CONNECTION WITH THE SERVICES RENDERED.
THE USER AGREES TO INDEMNIFY PIPELINE COLLECTIVE AND HOLD IT HARMLESS FROM ANY CLAIMS, ACTIONS, OR COMPLAINTS OF ANY KIND THAT MAY BE BROUGHT AGAINST PIPELINE COLLECTIVE BY A THIRD PARTY ARISING FROM AN ACT OR FACT OF THE USER.
THE USER ACKNOWLEDGES THE IMPOSSIBILITY OF HAVING AN IT SYSTEM CONTAINING DATA AND INFORMATION PROVIDED BY THE USER THAT IS COMPLETELY SECURE. PIPELINE COLLECTIVE, HOWEVER, UNDERTAKES TO APPLY MODERN MEANS AND TECHNOLOGIES FOR THE PROTECTION AND SECURITY OF THE INFORMATION IT STORES OR MAY STORE, AND SHALL NOT BE RESPONSIBLE FOR ACTS OF THIRD PARTIES THAT MAY EVENTUALLY MANAGE TO SUBVERT THE INFORMATION SECURITY SYSTEM USED AND BYPASS THE INFORMATION PROTECTION TECHNIQUES STORED IN ITS SERVERS OR IN SERVERS OF A COMPANY CONTRACTED BY THE OWNER.
The Pipeline Collective acknowledges and agrees with the strategic importance, complexity, and need for full confidentiality of operational and financial information of Users. Neither the Issuers, nor the Investors, nor the Arco Pagamentos may, by themselves, their representatives, employees, affiliates, and/or related parties, disclose or use any confidential information to which they have access, except solely and exclusively for the purposes of their respective roles. Users and Partners agree not to use any information to which they have access for any purpose other than that solely and exclusively related to their specific roles and not to disclose any such information.
Users hereby agree that Pipeline Collective may, without prior notice to Partners or Users, use information to which it has access under this Agreement for its own statistical disclosures and surveys, provided that the anonymity of the information owner is ensured and that the information is used in an aggregated form.
Pipeline Collective does not provide legal, tax, financial, or any other type of consultancy to Users. Furthermore, it is not part of Pipeline Collective’s policy to become involved in any disputes that may arise between Users. We may – and to the extent possible, we will try to – facilitate discussions, provide histories, etc., but we are not responsible for any conflicts that may arise between Users.
Issuers, to the extent reasonably required of them, are solely responsible for the Public Offerings they open. We will provide our document templates, provide suggestions, answer questions, and do whatever else is necessary to assist Users in their experience, but we are not responsible or committed to the success of the Public Offering, the profitability of the Investor’s investment, or any other consequence linked to the Pipeline Collective experience.
All communications between Pipeline Collective and its Users will be made through the Platform and will be considered valid and delivered from the moment they are received at the email addresses registered by Users on the Platform or according to the contact information of Pipeline Collective, as made available on the Platform. Users must keep their registration data up to date on the Platform.
If one or more provisions contained herein are deemed invalid, illegal, or unenforceable in any respect under applicable law, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.
Legal Notice to Investors
Important Notice, please read carefully. Small business companies and offerings presented on this platform are automatically exempt from registration by the Brazilian Securities and Exchange Commission – CVM. The CVM does not review the offerings beforehand. The offerings made do not imply any guarantee by the CVM regarding the accuracy of the information provided, compliance with applicable legislation, or judgment on the quality of the small business company. Before accepting an offering, carefully read the essential information on the offering, particularly the risk alerts section and the investor educational material.