Terms of Use

TERMS OF USE

PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICES MADE AVAILABLE BY CROWDFUNDER (DEFINED BELOW). THESE TERMS REQUIRE YOU ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.

Introduction

Welcome! These Terms of Use (“Terms”) govern the use of the website www.crowdfunder.com (including both mobile and online versions) (“Site”), online and mobile services (e.g., apps), and software made available by Crowdfunder, Inc. and/or its subsidiaries (“Crowdfunder”, “we”, “our” or “us”), including your use of interactive features, widgets, plug-ins, applications, content, downloads and/or other services that we own and control and that post a link to these Terms (the Site and each of the foregoing, individually, a “Service” and collectively the “Crowdfunder Services”), regardless of how you access or use any Service, whether via computer, mobile device or otherwise. By using any Service, you acknowledge and accept our Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy. Crowdfunder is not a registered or licensed as a broker-dealer, funding portal, investment advisor or investment manager in any state, district, county, territory or municipality within the United States, or in any other country or territory. As such, it is not acting in a fiduciary capacity with respect to any user of the Crowdfunder Services, and Crowdfunder disclaims any broker-client or advisor-client relationship with respect to any party using any Service.

No Legal, Accounting or Tax Advice

Crowdfunder does not provide legal, accounting or tax advice. Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting and tax experts before using any Service or making any investment.

If you want to use the Crowdfunder Services

Please carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use any Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use any Service if you do not agree. The business realities associated with operating the Crowdfunder Services are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes – we would not make the Crowdfunder Services available to you.

By accessing and/or using any Service, you agree to be bound by these Terms. In some instances, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of such Service or to a service or product offered via a Service (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, these Terms will control unless the Additional Terms expressly state otherwise.

Table of Contents
  1. Important Notices Applicable to Your Use of the Crowdfunder Services
  2. Summary of the Crowdfunder Services
  3. Accredited Platform
  4. Non-Accredited Investors & Regulation A+
  5. Service Content, Ownership, Limited License and Rights of Others
  6. Eligibility For Use of the Crowdfunder Services
  7. User Content
  8. User Conduct
  9. Registration
  10. Disclaimer of Warranty
  11. No Professional Advice
  12. Accredited Platform Rules
  13. Accredited Investors
  14. Explanation of Determination of Accredited Investor Status
  15. Securities Products
  16. Quality Standards
  17. Investments
  18. No Disqualifying Events
  19. Limitation of Obligations
  20. Fees and Payments
  21. Third Party Websites and Links to the Crowdfunder Services
  22. Copyright Notifications
  23. Termination
  24. Waiver of Injunctive or Other Equitable Relief
  25. Updates to Terms
  26. Indemnification
  27. Limitation of Liability
  28. Governing Law and Arbitration
  29. International Rules and Regulations
  30. Electronic Delivery – Notice Policy – Consent
  31. Integration and Severability
  32. Miscellaneous
1. Important Notices Applicable to Your Use of the Crowdfunder Services:

It’s important that you read the entire Terms but here are some of the more significant notices that we want to bring to your attention at the outset:

  • The federal and state securities laws applicable to private company finance are complex. In general, they are designed to protect unsophisticated people from making ill-advised investments. These Terms are designed to minimize the risk to Crowdfunder if any unsophisticated/non-accredited individuals try to become investors through the Crowdfunder Services, and to protect Crowdfunder in the event that anyone claims he, she or it was damaged by using any Service.
  • Neither the information nor any opinion expressed on or through any Service constitutes an offer by Crowdfunder to buy or sell any securities or financial instruments or provide any investment advice or related services. None of the Crowdfunder Services shall be construed as an offer to sell, or as a solicitation of an offer to purchase, any securities. Investments can and do lose money and you should be prepared to lose your entire investment in securities made available on or through the Crowdfunder Services.
  • The information provided on or through the Crowdfunder Services by us or our Users (defined below) about investment opportunities may not be available to or suitable for you. Not all strategies are appropriate at all times. Crowdfunder is not obligated to perform, and has not performed, an analysis of investor suitability with respect to the investments in securities made available on or through the Crowdfunder Services.
  • The opinions expressed on or through the Crowdfunder Services by us or our Users do not constitute investment advice. Independent advice should be sought in all cases before investing in securities made available on or through the Crowdfunder Services.
  • The value and income of any of the securities made available on or through the Crowdfunder Services by us or Users can fall as well as rise and an investor may get back less than he or she invested or nothing at all. Past performance is not necessarily a guide to future performance.
  • The securities made available on or through the Crowdfunder Services may often have tax consequences; therefore, it is important to bear in mind that we do not provide tax advice. The levels and bases of taxation can change. Investors’ tax affairs are their own responsibility and investors should consult their own attorneys or other tax advisors in order to understand the tax consequences of any securities made available on or through the Crowdfunder Services.
  • Crowdfunder does not endorse or recommend any of the Companies (defined below) or securities made available on or through the Crowdfunder Services. Crowdfunder Financial Services Inc., an affiliate of Crowdfunder, may list a Company on the Site from time to time. Further, from time to time, Crowdfunder, or an affiliate, may invest in some deals featured on or through the Crowdfunder Services, in its sole discretion, but Crowdfunder does not invest in all deals.
  • Crowdfunder does not conduct any diligence or review of the Companies or securities made available on or through the Crowdfunder Services before Companies are permitted to raise funds using the Crowdfunder Services. Crowdfunder does not provide legal advice. You are encouraged to seek legal counsel prior to investing using any Service. Any email notifications or other types of marketing that may announce a Company is listed on the Site does not imply that Crowdfunder is endorsing or recommending a Company.
  • Crowdfunder is not responsible for, and does not reimburse, any insufficient funds fees, ACH fees, or other such fees related to making an investment to you or a Company listed on its Site.
2. Summary of the Crowdfunder Services:

By accessing or using any Service in any manner, you become a Crowdfunder user (“User”). Users who have a business or commercial-related enterprise (“Company”) that they wish to have funded may elect to create a profile for their company (“Company Profile”). Each User who creates a Company Profile becomes a founder for that Company (a “Founder”). Crowdfunder is an intermediary funding platform that brings together Companies and prospective investors. Users use the Crowdfunder Services to learn about, help, advise, create profiles for, browse, and/or fund Companies who have posted or advertised a Raise (defined below). Crowdfunder is a platform where Users can interact, network, learn about, and connect with other Users. Crowdfunder is a platform that permits Founders to offer and sell securities in their Companies directly or indirectly (the “Accredited Platform”), which may be accessed at www.crowdfunder.com.

An affiliate of Crowdfunder manages the Crowdfunder VC Index Fund, L.P. (the “Index Fund”), where Companies who would like to seek an investment from the Index Fund, can be considered when creating a Company Profile or posting a Raise (defined below).

3. Accredited Platform:

The Accredited Platform permits entrepreneurs seeking angel financing to create and populate a deal tab (a “Raise”) and interact and communicate with and meet other Founders, potential mentors, advisors, and accredited investors (a “Accredited Investors”) as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Users can either invest directly in a Company by purchasing securities issued by the Company (“Direct Raise”) or invest indirectly by purchasing securities issued by an investment fund (also known as a syndicate) (referred to herein as an “Investment Fund”), a separate limited liability company created for the sole purpose of investing in the Company. Investors in the Investment Fund are not the record or beneficial shareholders of the Company in which such Investment Fund invests but instead become investors in the Investment Fund. The Investment Fund is managed by an investment manager, managing member, general partner or similar managing entity in accordance with the terms of its operating documents.

In an Investment Fund, the investment manager, managing member, general partner or similar managing entity manages, controls, and conducts the affairs of the Investment Fund and exercises any management rights negotiated with the Company in which such Investment Fund invests. Investors in an Investment Fund do not have the same voting rights in Companies as investors in a Direct Raise, and may or may not have redemption or withdrawal rights pursuant to the provisions under the Investment Fund’s operating documents. Investors in an Investment Fund may be charged an administrative fee to cover the actual out-of-pocket costs of the Investment Fund; the administrative fee is disclosed to the investors at the time of the Investment Fund formation. Investors in an Investment Fund may receive distributions only when and if determined by the investment manager, managing member, general partner or similar managing entity and not necessarily upon a distribution or payment of dividends by the Company in which such Investment Fund has invested. Investors in an Investment Fund have the benefit of the managing entity’s experience in securities or related transactions. A managing entity may receive a share of any profit of the Investment Fund for providing management services (“carried interest”) and/or an “assets under management” fee, but may not receive any transaction based fees such as commissions relating to the sale of interests in such Investment Fund. Terms may vary between Investment Funds so you are strongly encouraged to read all offering materials carefully and consult with your legal, financial and investment counsel. The managing entity for offerings in Investment Funds posted on or through the Crowdfunder Services may be an affiliate of Crowdfunder. The foregoing description of Investment Funds is not exhaustive, is superseded in all respects by the terms of such Investment Funds’ offering materials themselves, and should not be deemed to be legal advice.

Crowdfunder does not recommend or otherwise suggest that any investor make an investment in a particular Company or Investment Fund, or that any Company or Investment Fund offer securities to a particular investor. Except with respect to the Index Fund, where an affiliate of Crowdfunder takes part in the negotiation or execution of transactions for the sale of securities by the Index Fund, no transactions are executed on or through the Crowdfunder Services. Crowdfunder, however, provides a place for Users, Founders, service providers, and others to interact and share information.

4. Non-Accredited Investors & Regulation A+:
  1. Non-Accredited Investors. Notwithstanding any to the contrary in these Terms, the securities made available on or through the Crowdfunder Services are only available to: (i) Accredited Investors or (ii) Non-Accredited Investors subject to certain limitations as set forth under Regulation A (commonly referred to as “Reg A+”) under the Securities Act (“Reg A+ Qualified Purchasers”). If you intend to invest in an offering under Reg A+, you must represent that you will meet the investment thresholds under Tier 2 of Reg A+ for Reg A+ Qualified Purchasers. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in securities made available on or through the Crowdfunder Services. You acknowledge and agree that all information you provide for the registration will be complete and accurate. By registering with the Crowdfunder Services for purposes of subscribing for securities offered to Non-Accredited Investors in any Reg. A+ offering, you represent and warrant that your investment in any such offering shall not exceed the greater of 10% of your annual income or 10% of your net worth (excluding the value of your primary residence) at the time of such investment if you are a natural person. If you are entity, you represent and warrant that your investment in any such offering shall not exceed the greater of 10% of the greater of annual revenue or net assets at your fiscal year end. Limits do not apply to purchases of securities that will be listed on a national securities exchange upon qualification. YOU MUST MEET ONE OF THE ABOVE CRITERIA. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS.
  2. Reg A+ Offerings. Federal securities law requires securities offered and sold in the United States to be registered with the U.S. Securities and Exchange Commission (“SEC”), unless the offer and sale qualifies for an exemption. In certain cases, the securities made available on or through the Crowdfunder Services have not been registered under the Securities Act, in reliance on the exemption promulgated under Reg A+. In a Reg A+ offering, Issuers (defined below) may advertise or market their offerings via “testing the waters” communications to the general public, or pay third parties to do so, subject to certain conditions. Federal law requires that Issuers sell Reg A+ securities to Reg A+ Qualified Purchasers who represent they satisfy the investment requirements before accepting subscriptions, among other requirements. Each Issuer is solely responsible for ensuring that its securities offering, including, without limitation, the use of the Crowdfunder Services to offer and sell securities, satisfies the determination of whether an investor is a Reg. A+ Qualified Purchaser and whether any investment complies with applicable state and Federal securities laws, rules and regulations. All Issuers utilizing the Crowdfunder Services hereby agree that they (and not the Crowdfunder Services) are responsible for determining and verifying whether a potential investor is a Reg. A+ Qualified Purchaser prior to accepting subscriptions. Users are strongly encouraged to contact each Issuer directly to discuss any questions regarding an offering or the business prospects of the Issuer.

By accessing and using the non-accredited portion of the Crowdfunder Services, you agree as of any such time: (i) that you meet the requirements outlined in Section 4 above; (ii) that all information you input or agree to is accurate and complete; and (iii) to be bound by these Terms.

5. Service Content, Ownership, Limited License and Rights of Others
  1. Content. The Crowdfunder Services contain a variety of: (i) materials and other items relating to Crowdfunder and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Crowdfunder Services, and the compilation, assembly, and arrangement of the materials of the Crowdfunder Services and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Crowdfunder (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively, “Content”).
  2. Ownership. The Crowdfunder Services (including past, present, and future versions) and the Content are owned or controlled by Crowdfunder, our licensors and/or certain other third parties. All right, title, and interest in and to the Content available on or through the Crowdfunder Service is the property of Crowdfunder or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Crowdfunder owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Crowdfunder Services.
  3. Limited License. Subject to your strict compliance with these Terms and any Additional Terms, Crowdfunder grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in Crowdfunder’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
  4. Rights of Others. When using any Service, you must respect the intellectual property and other rights of Crowdfunder and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it on or through any Service, then please see Section 22 below.
6. Eligibility for Use of Crowdfunder Services:

The Crowdfunder Services are available only to individuals who are at least eighteen (18) years old or the age of majority in their jurisdiction of residence. You represent and warrant that if you are an individual, you are at least eighteen (18) years old and the age of majority in your jurisdiction of residence, that you are fully able and competent to enter into the terms and conditions set forth in these Terms and other agreements relating to the use of the Crowdfunder Services, and that all registration information you submit is accurate and truthful. If you are a Founder with an entity or if you are an entity applying to conduct a Raise using the Crowdfunder Services, you represent and warrant that the Raise is being conducted by a legal U.S. entity, including, but not limited to, limited liability companies, corporations, and limited liability partnerships and that such entity is registered to conduct business in its state of incorporation/formation. Crowdfunder may, in its sole discretion, refuse to offer any Service to any person or entity and Crowdfunder may, in its sole discretion, change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Crowdfunder Services is revoked in those jurisdictions.

Crowdfunder welcomes U.S. and non-U.S. issuers and investors. However, it is the Issuer’s and investor’s responsibility to investigate and understand the requirements, or exemptions, as applicable, of allowing non-U.S. residents to invest in offerings made available on or through the Crowdfunder Services. In these instances, the terms and conditions of non-U.S. investor participation may be included on the particular deal page. IT IS THE RESPONSIBILITY OF THE ISSUER AND INVESTOR TO KNOW THE RULES OF PERMITTING A NON-U.S. INVESTOR TO INVEST.

7. User Content:

Crowdfunder may now or in the future offer Users of the Crowdfunder Services the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Crowdfunder Services (collectively, “submit”) messages, Raise materials, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User Submissions”). Crowdfunder may allow you to do this through forums, blogs, message boards, contact us tools, email, and other communications functionality. Subject to the license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Submissions and you remain ultimately responsible for it.

  • You grant to Crowdfunder the unrestricted, unconditional, worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf, its successors and assigns to): (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, and distribute, your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights in connection with: (a) the Crowdfunder Services, (b) Crowdfunder’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Crowdfunder Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Crowdfunder Services; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Crowdfunder Services; and (iv) use and publish, and permit others to use and publish, the User Submissions, trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Crowdfunder Services. You understand that, in exercising such rights, metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section.
  • You are publishing your User Submission, and you may be identified publicly by your name or User Name (defined below) in association with your User Submission.
  • You grant to each User a non-exclusive license to access your User Submissions on or through the Crowdfunder Services, and to use, modify, reproduce, distribute, and display such User Submissions solely for personal, non-commercial use.
  • You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Crowdfunder all of the license rights granted herein.
  • You will pay all royalties and other amounts owed to any person or entity based on your submitting User Submissions on or through the Crowdfunder Services or Crowdfunder’s publishing or hosting of the User Submissions as contemplated by these Terms.
  • You represent and warrant that the use or other exploitation of User Submissions by Crowdfunder and Users as contemplated by these Terms will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
  • Crowdfunder shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.
  • All information publicly posted or privately transmitted on or through the Crowdfunder Services is the sole responsibility of the person from whom that information originated.
  • Crowdfunder will not be liable for any errors or omissions in any Content.
  • Crowdfunder cannot guarantee the identity of any other Users with whom you may interact while using the Crowdfunder Services.
  • All Content you access on or through the Crowdfunder Services is at your own risk and you will be solely responsible for any resulting damage or loss to any party.
  • Users are solely responsible for registering and enforcing their intellectual property rights.
8. User Conduct:

As a condition of use of the Crowdfunder Services and the submission of User Submissions on or through the Crowdfunder Services, you promise not to use any Service for any purpose that is prohibited by the Terms or applicable law. You are responsible for all of your activity in connection with your use of any Service. Additionally, as a condition of your use of the Crowdfunder Services:

  • You agree not to post any material that is obscene, lewd, lascivious, pornographic, contains nudity or visual depictions of sexual acts, excessively violent, harassing, or otherwise objectionable;
  • You agree not to post any User Submissions that violate any copyrights, patents, trademarks, trade secrets, or any other intellectual property or other rights of others;
  • You agree not to post any User Submissions that disparage any third-party or Crowdfunder;
  • You agree not to post any User Submissions that you know are false, fraudulent, misleading, or inaccurate or that misrepresents your identity or affiliation with a person or company;
  • You agree not to use any Service in any tortious or unlawful manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting any User Submission that is likely to cause emotional distress;
  • You agree not to post any investment or other materials using any Service where you have no intent to complete the investment;
  • You agree not to post any User Submissions that constitute unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
  • You agree not to introduce on any Service any malicious software, viruses, worms, Trojan horses, or other harmful code that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Crowdfunder or any third party;
  • We hope that you will use the Crowdfunder Services to exchange information and content about investments and fundraising and have venue appropriate discussions with other members. However, please remember that Crowdfunder Services are public or semi-public and User Submissions that you submit on or through the Crowdfunder Services may be accessible and viewable by other Users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, email address, or other personally identifiable information or contact information) on community spaces and take care when disclosing this type of information to others;
  • You agree not to impersonate any person or entity, including any employee or representative of Crowdfunder; and
  • You agree not to circumvent any security-related feature of any Service, including those designed to limit copying or reproduction of the Content.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Crowdfunder in its sole discretion) an unreasonable or disproportionately large burden or load on Crowdfunder’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of any Service or any activities conducted on any Service; (iii) bypass any measures Crowdfunder may use to prevent or restrict access to any Service (or other accounts, computer systems, or networks connected to any Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on any Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of any Service.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of any Service, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of any Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

Crowdfunder does not guarantee that any Content will be made available on or through the Crowdfunder Services. Crowdfunder has no obligation to monitor any Service or any Content made available on or through such Service. Crowdfunder reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a Raise or Company Profile; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; and (iii) remove or block any User or User Submission. Crowdfunder reserves the right not to comment on or provide explanations for any of these actions and shall not, to the fullest extent permissible by law, be held liable for any losses or damages resulting from the foregoing.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the User. We may not monitor or control the Content posted on or through the Crowdfunder Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted on or through any Service or obtained by you on or through any Service is done so at your own risk. You are solely responsible for your interaction with other Users of the Crowdfunder Services, whether online or offline. We are not responsible or liable for the conduct or content of any User. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other Users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.

We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content, User Submissions or other communications posted on or through any Service or endorse any opinions expressed on or through any Service. You understand that by using the Crowdfunder Services, you may be exposed to Content or User Submissions that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Crowdfunder be liable in any way for any Content or User Submissions, including, but not limited to, any errors or omissions in any Content or User Submissions, or any loss or damage of any kind incurred as a result of the use of any Content/User Submissions posted, emailed, transmitted or otherwise made available on or through any Service or broadcast elsewhere. The Crowdfunder Services may include advertisements or other content, which may be targeted to the Users on or through the Crowdfunder Services, queries made on or through the Crowdfunder Services, or other information, and you have no claim against Crowdfunder for the placement of advertising or similar content on or through any Service or in connection with the display of advertising or similar content from the Crowdfunder Services whether submitted by you or others.

Crowdfunder shall not be liable for any investment decisions made based upon Content or User Submissions. Users agree that any reliance upon any Content, User Submissions or information distributed through, posted on or accessed from any Service is at your sole risk. Crowdfunder is entitled to rely upon the information provided by its Users. Crowdfunder cannot guarantee that Companies that use the Crowdfunder Services will use the proceeds of any Raise in accordance with the stated purpose. Users acknowledge and agree that Crowdfunder does not provide any representation, warranty or assurance that any securities made available on or through any Service are being offered and sold in accordance with applicable state and/or federal securities laws, rules and regulations and/or exemptions therefrom. Crowdfunder makes no representation or warranty regarding the legality or compliance of any offering posted on or through any Service with such laws, rules and regulations.

You are responsible for your use of the Crowdfunder Services, for any User Submissions you provide, and for any consequences thereof, including the use of your User Submissions by other Users and our third party partners. You understand that your User Submissions may be syndicated, relied on, distributed, or published by our partners and if you do not have the right to submit User Submissions for such use, it may subject you to liability. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Submissions that you submit.

9. Registration:

You may view certain Content on or through the Crowdfunder Services without registering, but as a condition to using certain aspects of the Crowdfunder Services, you may be required to register with Crowdfunder and provide an e-mail address (“User Name”) and password and other requested information related to becoming an Accredited Investor and/or Reg. A+ Qualified Purchaser, as applicable (a “Registration Account”) You agree that you shall provide accurate, complete, and updated registration information in your Registration Account. You are solely responsible for updating any and all pertinent registration information in your Registration Account. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your registration. You shall not use as a User Name, domain name, Company name, or Company profile name or any name or term that: (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene. Crowdfunder reserves the right, in its sole discretion, to refuse registration of or cancel a User Name, domain name, Company name, and Company profile name. You are solely responsible for activity that occurs through use of your Registration Account and shall be responsible for maintaining the confidentiality of your password for your use of the Crowdfunder Services. You shall never use another User account without the other User’s express permission. You will immediately notify Crowdfunder in writing of any unauthorized use of your Registration Account. You shall be responsible for any losses caused to Crowdfunder and other Users by any use of your Registration Account,both unauthorized and authorized. You acknowledge and agree that to access certain Content and User Submissions on the Crowdfunder Services, you will be required to register with Crowdfunder and agree to keep such information confidential. To the extent you opt to not review such confidential documents about Companies, you acknowledge and agree that you assume the risk that such additional information may be relevant to your decision to invest in a particular Company and you knowingly accept the risks of not reviewing such information. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing registration obligations.

10. Disclaimer of Warranty:

To the fullest extent permissible by law, the Crowdfunder Services, the Content and User Submissions (including, without limitation, any information, documents, forms, resources, or referrals contained thereon or therein) are provided “AS IS” and WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM THE USE OF THE CROWDFUNDER SERVICES, THE CONTENT OR USER SUBMISSIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CROWDFUNDER SERVICES, THE CONTENT AND USER SUBMISSIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CROWDFUNDER AND ITS AFFILIATES AND EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE CROWDFUNDER SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH ANY SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING ANY SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE CROWDFUNDER SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON DURATIONS OF IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. We do not warrant that the Crowdfunder Services, the Content or the User Submissions will meet your requirements, and we explicitly advise you that all or part of the Content or User Submissions may be inapplicable to or inappropriate for your particular circumstances. Therefore, you should consult with an appropriate legal, accounting, or other professional prior to your use of or reliance of any of the Content or User Submissions. We are under no obligation to and do not undertake to update or verify the completeness or correctness of any Content or User Submissions.

Crowdfunder has no special relationship with or fiduciary duty to you. You acknowledge that Crowdfunder has no duty to take any action regarding any of the following: which Users gain access to the Crowdfunder Services; what Content/User Submissions Users access on or through the Crowdfunder Services; what effects the Content or User Submissions may have on Users; how Users may interpret or use the Content/User Submissions; or what actions Users may take as a result of having been exposed to the Content/User Submissions. Crowdfunder cannot guarantee the authenticity of any data or information that Users provide about themselves or their Raise, and Companies. You release Crowdfunder from all liability for your having acquired or not acquired Content on or through the Crowdfunder Services. The Crowdfunder Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Crowdfunder makes no representations concerning any Content or User Submissions available on or through any Service, and Crowdfunder is not liable for the accuracy, copyright compliance, legality, or decency of such material available on or through any Service.

Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): CROWDFUNDER MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON ANY CROWDFUNDER SERVICE OR ANY WEBSITE LINKED TO ANY CROWDFUNDER SERVICE. Crowdfunder will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Crowdfunder’s equipment, transmitted over networks accessed by any Service, or otherwise connected with your use of any Service.

11. No Professional Advice:

As noted about, while some of the Content on Crowdfunder Services may relate to legal, tax, investment, or accounting matters, neither Crowdfunder nor any of the professionals providing Content or User Submissions on any Service are providing legal, tax, investment, accounting or other professional advice to you, and you acknowledge that there is no professional relationship (including, without limitation, any attorney-client relationship) between you and any of the same, unless you and such party expressly agree otherwise in writing outside of the context of the Crowdfunder Services. Crowdfunder does not provide investment advice. Featuring of businesses, Companies and/or Founders on or through the Crowdfunder Services does not constitute endorsement by Crowdfunder or representation of the quality of any potential investment in such Companies. Crowdfunder does not endorse any Founder or Company.

12. Accredited Platform Rules:

By applying for access to the Accredited Platform portion of the Crowdfunder Services, you represent that you are a professional who understands risk and are willing to bear the consequences. You promise to act responsibly when using the Accredited Platform portion of the Crowdfunder Services, and you promise to conduct yourself in a professional manner in all your interactions with Crowdfunder and any User of the Crowdfunder Services. If you are not a Founder looking for an introduction to potential Accredited Investors or you do not think that you are both an Accredited Investor and sophisticated enough to protect your own interests, then you should not access the investment portion of the Crowdfunder Services as it pertains to the Accredited Platform. You are strongly advised to consult appropriate counsel before investing. You acknowledge that meeting the Accredited Investor standard does not mean that investing in a private placement securities is suitable for your individual financial position and risk profile.

Federal securities law requires securities offer and sold in the United States to be registered with the SEC, unless the offer and sale qualifies for an exemption. Generally, start-up ventures use one or more of the “private placement” exemptions because such exemptions allow them to raise capital without complying with the costly and time-consuming registration process. One such “private placement” exemption under Rule 506(b) of Regulation D (“506(b) offering”) requires that neither the company which is offering its securities nor any person acting on the company’s behalf may offer or sell the securities by any form of “general solicitation” or “general advertising.” Accordingly, Crowdfunder only permits visibility of 506(b) offerings to investors who have certified themselves or are verified as “accredited investors.” Securities offerings posted on the Accredited Platform may also be made pursuant to a second “private placement” exemption under Rule 506(c) of Regulation D (“506(c) offering”) that allows “general solicitation” and “general advertising” during securities offerings as long as the issuing company takes reasonable steps to verify that all purchasers are Accredited Investors. You are responsible for complying with any and all Federal securities laws, as well as state blue sky laws and filings.

By applying for access to the Accredited Platform of the Crowdfunder Services as in investor, you agree: (i) that you are an Accredited Investor; (ii) that all information you input or agree to is accurate and complete; and (iii) to be bound by these Terms.

13. Accredited Investors:

“Accredited Investor” is defined in Rule 501(a) of Regulation D to include:

  1. a bank, insurance company, registered investment company, business development company, or small business investment company;
  2. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
  3. a charitable organization, corporation, or partnership with assets exceeding $5 million;
  4. a director, executive officer, or general partner of the company selling the securities;
  5. a business in which all the equity owners are accredited investors;
  6. a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase (excluding the value of primary residence); and
    • a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
    • a trust, corporation or limited liability company with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
14. Explanation of Determination of Accredited Investor Status:

In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).

YOU MUST MEET ONE OF THE ABOVE CRITERIA BEFORE INVESTING IN ANY RULE 506(b) or RULE 506(c) SECURITIES OFFERING MADE AVAILABLE ON OR THROUGH THE CROWDFUNDER SERVICES. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. YOU AGREE TO IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION.

  1. We may require any User of Crowdfunder Services who identify himself/herself/itself as an Accredited Investor to execute an Accredited Investor Questionnaire and related documents. Federal law requires that a Company issuing securities in a Direct Raise or an Investment Fund issuing securities in the Investment Fund (“Issuer”) verify User’s status as an Accredited Investor before accepting subscription. Users agree to cooperate with any requests for additional information. In these documents, an Accredited Investor warrants that it is an Accredited Investor and has the necessary knowledge and sophistication to evaluate companies, opportunities, and content. We do not verify its representations, either in a Direct Raise or an Investment Fund. The questionnaire will be maintained by us in a file that is available for inspection by the appropriate Federal agency. Accredited Investors understand, acknowledge and agree that other parties are relying on the statements made herein and that any willfully false statement is sufficient cause for removal from the Crowdfunder Services, rejection of Accredited Investor status on the Accredited Platform, along with other legal causes of action. All Founders and investment managers utilizing the Crowdfunder.com domain hereby agree that it is their responsibility, as the Founder of a Company or investment manager of an Investment Fund, to determine whether an Investor is an Accredited Investor in the event they decide to enter into a transaction with that investor. Issuers may not rely on Crowdfunder’s designation of a User as an Accredited Investor as sufficient to meet their obligations for a Rule 506(c) offering.
  2. As an Accredited Investor using the Crowdfunder Services, you also are agreeing to certain representations, warranties and agreements relating to the any potential interaction with an Issuer or Company on Crowdfunder or the purchase of securities by you from a potential Founder, Company or Investment Fund in a transaction (“Transaction”). You agree that:
    1. You have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a Transaction and are consummating a Transaction with a full understanding of all of the terms, conditions and risks, and willingly assume those terms, conditions and risks. You acknowledge, understand and agree that Crowdfunder is not representing or warranting any of the information made available on or through any Service. You are responsible for your own due diligence of an Issuer or Company;
    2. You will make any decision to consummate any Transaction or communication based on your own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. You will make your own decision concerning any Transaction without reliance on any representation or warranty of, or advice from, Crowdfunder;
    3. You agree that Crowdfunder shall have no liability whatsoever to you, or your beneficiaries, due to or in connection with your use of the Crowdfunder Services or any Transaction between you and an Issuer. You understand that Crowdfunder does not warrant or represent any information made available on or through any Service or otherwise relating to Issuers and their offerings. You are entirely responsible for conducting your own assessment of any and all Issuers, information about whom (and their offerings) is made available on or through the Crowdfunder Services. You hereby irrevocably waive any claim that you might have based on the failure of Crowdfunder to discover or disclose any private or public Company information (the “Information”). You understand, based on your experience, the disadvantage to which you may be subject due to the disparity of Information between you and Crowdfunder. Notwithstanding this, you deem yourself sophisticated enough to proceed; and
    4. Each Founder is solely responsible for the material it posts on or through the Crowdfunder Services and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made.
15. Securities Products:

The securities offered on the Accredited Platform may only be acquired by Accredited Investors who are familiar with and willing to accept the high risks associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to holding period requirements. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. Investors are solely responsible for conducting any legal, accounting or due diligence review. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect.

Again, we strongly advise you to consult a legal, tax and financial professional before investing.

16. Quality Standards:

You represent and warrant that all Content provided by you to Crowdfunder to post on or through the Crowdfunder Services meet certain standards to ensure the quality of its platform and the integrity of its social network. To this end, you understand that materials submitted must:

  • Contain all required fields and data;
  • Be presented in a professional manner with visual clues and professional formatting;
  • Not contain any untrue statement of a material fact or omit to state a material fact;
  • Not contain any confidential information;
  • Contain clear data presentation;
  • Present a complete and accurate view of the company;
  • Present a complete and accurate view of the Raise;
  • Present a complete and accurate view of the team, advisors and investors;
  • Present a clear pitch and deal summary;
  • Have an updated company profile on Crowdfunder;
  • Have founders and team members with full profiles;
  • Be clear and concise;
  • Use proper grammar, punctuation and spelling;
  • Use a professional tone; and
  • Present a Company in the manner, maturity and documentation that is customarily expected of private companies raising money through an issuance of securities through Regulation D or Reg. A+, as applicable.
17. Investments:
  • You will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money.
  • You will be solely responsible for complying with applicable law regarding any transaction, including, without limitation, the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a U.S. state, or the law of any foreign government with jurisdiction over you or any investor).
  • You will obtain such professional advice as is appropriate to protect your interests, including legal, tax, investment, accounting and other advice.
  • You understand and acknowledge that Crowdfunder does not provide investment advice.
  • You understand and acknowledge that as a potential Issuer, should your networking lead to an investment that you are solely responsible for ensuring, where relevant, that any party you meet on or through the Crowdfunder Services is an Accredited Investor.
  • You acknowledge and agree that Crowdfunder is relying on your representations, warranties and agreements herein as a condition to allowing you access to the Crowdfunder Services.
  • Crowdfunder has no duty, nor should you expect Crowdfunder to evaluate, confirm, endorse, or otherwise stand behind any third-party statements. Crowdfunder does not and is not required to verify the truth, accuracy or completeness of any information posted on or through any Service by any third-party. You acknowledge that you are solely responsible for conducting due diligence on a potential investment.
  • Do not claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available on or through the Crowdfunder Services, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on or through the Crowdfunder Services.
  • For all Raises, Crowdfunder provides to the Founder each Accredited Investor’s information, including, but not limited to, their name, User Name, contact information (including email address), and Company related activity.
  • Founders acknowledge and accept that as part of building a robust business community, Crowdfunder needs to ensure that it is the most appropriate crowdfunding solution for Users. For a variety of reasons, there are certain business segments that are difficult for Crowdfunder to assess, and therefore, Crowdfunder will not support on the Crowdfunder Services. Therefore, companies related to or offering guns, firearms, tobacco, cigarettes, pyramid marketing, gambling, contests, raffles, or any illegal activities are not be permitted on the Crowdfunder Services. Crowdfunder only supports for-profit companies. Crowdfunder may not support Companies or Raises or businesses that are simultaneously running crowdfunding campaigns on other crowdfunding platforms.
  • Founders acknowledge and agree that by submitting a Company Profile or Raise on Crowdfunder, that the Founder is representing and warranting that Founder or the company for which Founder is submitting the Raise (“Raise Company”) owns or licenses the rights to produce, sell or promote the products and services in which it engages. Founder and its affiliated Raise Company agree to indemnify and hold harmless Crowdfunder (including its affiliates) from any and all claims, threats, allegations, or suits related to a failure of a Raise Company to have the rights to produce, create, distribute, sell or otherwise transact in its goods and services.
  • Crowdfunder reserves the right to reject, cancel, interrupt, remove, or suspend a Raise at any time and for any reason. Crowdfunder is not liable for any damages as a result of any of those actions. Crowdfunder’s policy is not to comment on the reasons for any of those actions.
  • Crowdfunder is not liable for any damages or loss incurred related to Raises or any other use of any Service. Crowdfunder is under no obligation to become involved in disputes between any Users, or between Users and any third party. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with Raises on or through the Crowdfunder Services. Crowdfunder does not oversee the performance or punctuality of Raises. Crowdfunder does not guarantee the completion of any Raise stated to be undertaken by any Company or warrant the outcome or success of any Raise or any Company. Crowdfunder does not endorse any User Submissions or User Content or confirm Accredited Investor status.
  • Crowdfunder Employees and Affiliates: You understand that Crowdfunder employees and affiliates may participate in the Crowdfunder Services as Investors, and that Crowdfunder is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.
  • Confidentiality: By becoming a member of Crowdfunder, or otherwise using any Service or viewing Content made available on or through any Service in any way, you may have an opportunity to see Private Information. “Private Information” means all information acquired by, through or in connection with your use of a Service that was provided by you or another person and which you or another person identified as “Private” in any manner reasonably designed to identify the character of such information. Investors may see that information depending on the access you grant them. We will make commercially reasonable efforts to display information you have designated as “Private” only to Investors to whom have explicitly given permission to, but make no promises to this effect. We cannot, for instance, require all Investors who see your Private Information to agree not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow the unauthorized viewing of material, or that Investors actually fit within any category.
  • If you are a Founder, you are welcome to upload information about your business, including information you consider confidential. We offer you three (3) areas in which you can upload your Company information. The first is what all Users will see in your Company Profile. In this information, under no circumstances may you solicit investment. The second view is what Users that warrant that they are Accredited Investors view upon entering the Crowdfunder Services. The third view is what Users that warrant that they are accredited view after they have requested access to information you have deemed Private.
  • If you are an Accredited Investor or you are otherwise able to see any material that has been designated as confidential regardless of whether it is designated as Private, you must recognize that it is important to use discretion in how you handle that Private Information. A Founder may request that you sign a confidentiality or non-disclosure agreement prior to viewing the information. You will also want to select what kinds of Founders you would like an introduction to and what kinds of business plans you would like to see. We do not promise to show you all qualifying business plans, nor can we promise that all business plans that we show you will actually satisfy your criteria.
  • It is expected that you will use discretion in determining what you do with such Private Information. You agree, however, that you will not republish any Information you acquire on or through any Service via an Internet website, one of the principal purposes of which is to compete with Crowdfunder.
  • Moreover, if in the course of asking for information related to your status as an Accredited Investor or a Reg. A+ Qualified Purchaser, we ask you personal questions regarding your net worth and your income, we will do our best to keep any specific information you provide confidential; however, Users may still be able to infer certain facts about income and net worth from your qualification as an investor through the Crowdfunder Services.
18. No Disqualifying Events:
  • Each Issuer warrants and represents that none of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Issuer participating in the offering, any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act) connected with the Issuer in any capacity at the time of sale nor any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, an “Issuer Covered Person” and collectively, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3). Each Issuer warrants and represents that it has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualifying Event. The Issuer has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and agrees to promptly notify Crowdfunder in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Issuer’s notice despite its (prior) reasonable efforts to discover. Crowdfunder is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.
19. Limitation of Obligations:
  • Crowdfunder has no obligation to display your User Submissions to any other User, nor is Crowdfunder obligated to introduce you to any Founder or Investor.
  • Crowdfunder is not responsible for doing any diligence on the Users or Companies you meet on or through the Crowdfunder Services.
  • Crowdfunder is not responsible for verifying that any investor is an Accredited Investor, Reg. A+ Qualified Purchaser or otherwise authorized or appropriate to invest in you, or for determining whether any use of any of the Crowdfunder Services constitutes a general solicitation of securities under U.S. law or the laws of any state or other jurisdiction, including foreign jurisdictions.
  • Crowdfunder does not recommend any investment or endorse any Company’s fitness for investment, verify any information made available on or through any Service or in our emails, nor does Crowdfunder claim any of that information is accurate.
  • Crowdfunder has no obligation to maintain the confidentiality of any Content you provide, other than Private Information, and with respect to Private Information, Crowdfunder is not obligated to protect it other than by designating it as such.
  • Crowdfunder has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide, but Crowdfunder does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
  • In the event that Crowdfunder invests in any business, Crowdfunder is not obligated to make that investment opportunity available to anyone else.
20. Fees and Payments:
  1. Generally. Joining Crowdfunder is free. However, we may charge fees for certain services. When you use a Service that has a fee associated with it, you will have an opportunity to review and accept the fees that you will be charged. Changes to fees may be effective without notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Crowdfunder Services. To purchase any Services, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence. Prior to the purchase of any Service, you may be required to provide us or our credit card processing company with a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card. By submitting that information to us or directly to our credit card processor, you hereby agree that you authorize us and/or our processor (as applicable) to charge your card at our convenience but within thirty (30) days of credit card authorization. For any Service that you order, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. FURTHER, WE ARE NOT RESPONSIBLE FOR, AND DO NOT REIMBURSE, FEES FOR INSUFFICIENT FUNDS, ACH RETURN FEES OR ANY OTHER FEES ASSOCIATED WITH AN INVESTMENT YOU MAY MAKE.
  2. Methods of Payment, Credit Card Terms and Taxes. All payments must be made through Visa, MasterCard, Discover or American Express (or other form of payment specifically accepted on the Site) and also be in a currency permitted to be used on the Site. We currently do not accept cash, personal or business checks or any other payment form for Crowdfunder Services, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. For example, if you purchase with a credit card that is issued through a bank that is based outside of the United States, your bank or our bank may charge foreign transaction fees and other similar currency exchange fees and you agree to reimburse us for any such fees or charges, if charged to us, upon our demand. Unless you notify us of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.
  3. Return Policy. All purchases of Services are subject to our return policy in effect at the time of purchase. Our current return policy does not permit any returns at this time.
  4. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by us upon our delivery of the Crowdfunder Services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with us has been effected until you receive a confirmation from us via email or the Crowdfunder Services. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your account was received. Some Services may be purchased on an automatic re-occurring payment plan. It is your responsibility to stop the re-occuring payment before the payment is charged by us. We may elect not to refund in whole or in part any payment that has been charged if you did not cancel such payment before the charge date.
  5. No Responsibility to Sell Mispriced Products or Services. We do our best to describe every item, product or service offered by us as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing of the Crowdfunder Services is complete, accurate, reliable, current or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, we have the right to refuse or cancel any orders, in our sole discretion. If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge. Additional terms may apply.
  6. Modifications to Prices or Billing Terms. The purchase of Services is subject to availability. PRODUCTS AND SERVICES DISPLAYED ON THE SITE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. WE RESERVE THE RIGHT, AT ANY TIME, TO CHANGE OUR PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY E-MAIL DELIVERY TO YOU.
21. Third-Party Websites and Links to the Crowdfunder Service:

The Crowdfunder Services may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Crowdfunder Services. When you access third-party websites, you do so at your own risk. Those other websites are not under Crowdfunder’s control, and you acknowledge that Crowdfunder is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources.

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Crowdfunder Services, so long as: (a) the links only incorporate text, and do not use any Trademarks; (b) the links and the content on your website do not suggest any affiliation with Crowdfunder or cause any other confusion; and (c) the links and the content on your website do not portray Crowdfunder or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Crowdfunder. Crowdfunder reserves the right to suspend or prohibit linking to the Crowdfunder Services for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party. The inclusion on another website of any link to the Crowdfunder Services does not imply endorsement by or affiliation with Crowdfunder. You further acknowledge and agree that Crowdfunder shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

22. Copyright Notifications:

Crowdfunder will remove infringing materials in accordance with the Digital Millennium Copyright Act (“DMCA”) if properly notified that a User Submission infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Crowdfunder’s Copyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information):

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of the material that you claim to be infringing, and a description of where the material that you claim is infringing is located on the Crowdfunder Services, sufficient for Crowdfunder to locate the material;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

If you believe that your work has been removed or disabled by mistake or misidentification, please notify Crowdfunder’s Copyright Agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information):

  • a physical or electronic signature of the User of the Crowdfunder Services;;
  • identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
  • the subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification as described above or an agent of such person.

Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.

In accordance with the DMCA, Crowdfunder has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. Crowdfunder also may terminate User accounts even based on a single infringement, at the sole discretion of Crowdfunder.

Our designated copyright agent for notice of alleged copyright infringement is:

Crowdfunder, Inc.

Attn: Legal Counsel

1434 6th St., Suite 4

Santa Monica, California 90401

info@crowdfunder.com

Please note that this procedure is exclusively for notifying Crowdfunder and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to info@crowdfunder.com. Crowdfunder may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights. You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Service without liability to you or any other party and that the claims of the complaining party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

23. Termination:

Crowdfunder may terminate your access to the Crowdfunder Services, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. You agree that in the event of such a termination, Crowdfunder shall not be responsible for any losses or damages. If you wish to terminate your Registration Account, you may do so by following the instructions on the Site. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

24. Waiver of Injunctive or Other Equitable Relief:

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF ANY SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER SUBMISSION PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY CROWDFUNDER (INCLUDING YOUR LICENSED USER SUBMISSIONS) OR A LICENSOR OF CROWDFUNDER.

25. Updates to Terms:

These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable Services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICES EVOLVE, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER SUCH SERVICES MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING SUCH SERVICES UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE A SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF ANY SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted terms of use and any applicable Additional Terms each time you use a Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used a Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the homepage and the email you associated with your Registration Account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised or Additional Terms by discontinuing use of the Crowdfunder Services and related services.

26. Indemnification:

By using and/or accessing the Crowdfunder Services, and by consenting to these Terms, you agree to defend (at Crowdfunder’s option), indemnify, and hold harmless Crowdfunder, its parent company, affiliates and subsidiaries, and each of its their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners and suppliers, and successors and assigns from and against any and all liabilities, lawsuits, actions (civil, criminal, government or otherwise), claims, damages, losses, costs, investigations (such as by local, state, and federal government agencies like the SEC), judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to: (i) any offering, investment opportunity, Raise, Direct Raise, Transaction, and Information (as such terms are defined in the these Terms) posted or otherwise associated with you, your Company or your Registration Account on the Crowdfunder Services, (ii) your User Submissions; (iii) your use of the Crowdfunder Services and your activities in connection with the Crowdfunder Services; (iv) your breach or alleged breach of these Terms or any Additional Terms; (v) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Crowdfunder Service or your activities in connection with the Crowdfunder Services; (vi) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vii) any misrepresentation made by you; and (viii) Crowdfunder’s use of the information that you submit to us (including your User Submissions) (all of the foregoing, “Claims and Losses”). Crowdfunder reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Crowdfunder in asserting any available defenses. Notwithstanding the foregoing, Crowdfunder retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Crowdfunder.

27. Limitation of Liability:

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL CROWDFUNDER, ITS AFFILIATES, NOR EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO ANY SERVICE: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Users further understand and expressly agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. You acknowledge that Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.

28. Governing Law and Arbitration:

Certain portions of this Section 28 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Crowdfunder agree that we intend that this Section 28 satisfies the “writing” requirement of the Federal Arbitration Act.

  1. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to any Service, the Content, your User Submissions, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Crowdfunder’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 28(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 28(A). Your notice to us must be sent via email to: info@crowdfunder.com. For a period of sixty (60) days from the date of receipt of notice from the other party, Crowdfunder and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Crowdfunder to resolve the Dispute or Excluded Dispute on terms with respect to which you and Crowdfunder, in each of our sole discretion, are not comfortable.
  2. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 28(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND CROWDFUNDER (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED FROM US OR ADVERTISING AVAILABLE ON OR THROUGH ANY SERVICE. The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Crowdfunder and you regarding these Terms (and any Additional Terms) and the Crowdfunder Services, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Crowdfunder and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 28(H) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Crowdfunder regarding these Terms and the Crowdfunder Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Crowdfunder consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in Los Angeles, California. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Crowdfunder to pay a greater portion or all of such fees and costs in order for this Section 28 to be enforceable, then Crowdfunder will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Crowdfunder Services. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

  1. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 28(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 28(A); (b) filing for arbitration as set forth in Section 28(B); or (c) filing an action in state or Federal court.
  2. Injunctive Relief. The foregoing provisions of this Section 28 will not apply to any legal action taken by Crowdfunder to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to any Service, any Content, your User Submission and/or Crowdfunder’s intellectual property rights (including such Crowdfunder may claim that may be in dispute), Crowdfunder’s operations, and/or Crowdfunder’s products or services.
  3. No Class Action Matters. YOU AND CROWDFUNDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 28(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 28(F). Notwithstanding any other provision of this Section 28, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
  4. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted, in state or Federal court in State of California in Los Angeles County. Accordingly, you and Crowdfunder consent to the exclusive personal jurisdiction and venue of such courts for such matters.
  5. Small Claims Matters Are Not Excluded from Arbitration Requirement. Any claims for $10,000 or less may not be filed in small claims court but is subject to Section 28(B).
  6. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of California, without regard to its conflicts of law provisions.
29. International Rules and Regulations:

The Crowdfunder Services are controlled and operated from facilities within the United States. Crowdfunder makes no representations that any Service is appropriate or available for use in other jurisdictions. Accessing the Crowdfunder Services is prohibited from territories where the Content is prohibited. Securities offerings exempted under Rule 506(c) on the Accredited Platform, are only directed at, or intended for purchase or investment by “U.S. Persons” defined under Rule 902(k) of the Securities Act. The Content, material, User Submissions and information contained on the Crowdfunder Services may not be treated as an offer or solicitation: (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on or through the Crowdfunder Services can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The Content and User Submissions provided on the Crowdfunder Services do not constitute an offer or solicitation to sell securities referred to on or through the Crowdfunder Services, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Subscriptions to invest in any offering referred to on or through the Crowdfunder Services must only be made on the basis of the offering document relating to the specific investment and through a Company or registered entity.

30. Electronic Delivery – Notice Policy – Consent:

By using any Service, you consent to receive from Crowdfunder all communications including notices, agreements, legally required disclosures, or other information in connection with the Crowdfunder Services (collectively, “Contract Notices”) electronically. Crowdfunder may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Crowdfunder Services.

You agree that Crowdfunder may send communications to you via your mailing address, email, telephone or facsimile number provided by you in your Registration Account. You agree to notify us of any changes in your address or contact details. Crowdfunder may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Crowdfunder Services periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of these Terms in any proceeding arising out of these Terms.

Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Crowdfunder shall have a reasonable period to effect such a change and Crowdfunder may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

31. Integration and Severability:

These Terms and other referenced material are the entire agreement between you and Crowdfunder with respect to the Crowdfunder Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Crowdfunder with respect to the Crowdfunder Services and govern the future relationship. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

32. Miscellaneous:

Crowdfunder shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Crowdfunder’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Crowdfunder’s prior written consent. Crowdfunder may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and neither party has any authority of any kind to bind the other in any respect. Except as expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms. Crowdfunder reserves the right, without any limitation, to: (i) investigate any suspected breaches of any Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by Crowdfunder in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue any Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Crowdfunder under these Terms or any Additional Terms. Upon suspension or termination of your access to any Service, or upon notice from Crowdfunder, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of such Service.