Effective: July 6, 2016

The following “Investor Agreement” is a legal agreement between you (“you”) and Choir, Inc. (the “Company”), which owns and operates the crowdfunding platform “Site”). The Investor Agreement supplements the Terms of Use and sets forth the terms and conditions of your use of the Company’s Site as an Investor. Any capitalized terms not otherwise defined herein shall have the meanings given to them in the Terms of Use. 

  1. Binding Legal Agreement; Modification
    1. Please read the following Investor Agreement carefully before signing up as an Investor on the Site. By signing up as an Investor on the Site and by continuing to have an Investor account on the Site, you acknowledge that you have read, understand, and agree to this Investor Agreement.

      If you do not agree to this Investor Agreement, you may not create or continue to have an Investor account on the Site

    2. The Company reserves the right to change, add, or delete portions of this Investor Agreement at any time. If we do so, we will update the effective date of the Investor Agreement, and we will provide you with notice by posting a notice of the change on the Site, by sending you an email, or by any other means we reasonably deem appropriate. Any amendment to the Investor Agreement will become effective immediately upon posting to the Site, and your continued use of your Investor account on the Site after any changes have been made shall be deemed and shall constitute your acceptance of such amended Investor Agreement. 
  2. Eligibility; Accredited Investors Only
    1. If you sign up to be an Investor on the Site and participate in any securities offering by a Listing Company, you represent and warrant to the Company that you are an accredited investor as defined in Rule 501 of Regulation D of the Securities Act. 
    2. For purposes of individuals, an accredited investor includes anyone who: ol li Earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR li has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence).
    3. If you are unsure whether you are an accredited investor, you should consult with your professional advisors. 
    4. More information on accredited investors can be found on the Securities and Exchange Commission’s website. See e.g.:
  3. Confidentiality

    You agree that you may be provided access by one or more Listing Companies to information which is marked confidential or sensitive or which reasonably should be understood as confidential or sensitive based on the nature of the information and the circumstances around disclosure (such information, “Sensitive Issuer Information”). You agree with the Company that you will not publicly disseminate such Sensitive Issuer Information and that you will take reasonable measures to ensure that it is kept confidential. You further agree that you will abide by any agreement between you and any Listing Company with respect to any Sensitive Issuer Information, and you agree to defend, indemnify, and hold the Company harmless for any breach or alleged breach by you of the same. 

  4. Rejection, Suspension, or Termination of Listing

    The Company reserves the right, in its sole and absolute discretion, to reject any application for an Investor account or to suspend or terminate any active Investor account, for any reason or for no reason. The Company shall not be liable for any damages resulting from any such rejection, suspension, or termination, in accordance with the Section of the Terms of Use titled “Disclaimer of Warranties and Limitation of Liability.”

  5. Consultation with Professional Advisors


    Listing Companies on the Site are privately held companies, investments in which are associated with high risk. Securities in privately held companies are not registered with the Securities and Exchange Commission and are not publicly traded, and they must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available. There may not be a market, public or non-public, for such securities. Such securities may decline in value or even lose all of their value. As such, Investors should be able to withstand a total loss of their investment.

  6. Acknowledgements

    You acknowledge and agree as follows:
    1. Any offerings or solicitations of securities and/or Rewards on or in connection with the Site are made by Listing Companies and not by the Company. 
    2. The Site may from time to time contain information, data, or discussion about general market and industry trends and structures. However, the Company does not and will not provide any legal, tax, investment, or accounting device, and nothing on the Site shall be construed to the contrary. Investors, Listing Companies, and other users should consult their own legal, tax, investment, and accounting advisors prior to using the Site. 
    3. The Company does not conduct any diligence of any securities offering, Rewards, or any Listing Company. The Company does not independently verify any information about or provided by any Listing Company. You and your professional advisors are solely responsible for conducting any diligence that you deem necessary or desirable.
    4. The Company does not evaluate the merits of any securities offering, Rewards, or any Listing Company or the appropriateness of any particular investment. You and your professional advisors are solely responsible for evaluating the merits of any securities offering, Rewards, any Listing Company, or the appropriate of any investment that you may make on or in connection with the Site.
    5. The Company does not provide any services in connection with the delivery or fulfillment of any Rewards, and makes no representation or warranty regarding the payment or receipt of any investment made in connection with the offering of such Rewards. You are solely responsible for the cost and risks associated with the delivery, receipt, and use of any Rewards.
    6. The Company does not endorse any Listing Company or any investment opportunity . None of a Listing Company’s inclusion on, placement within, or being featured in connection with, the Site shall be construed to be an endorsement by the Company of such Listing Company or its offering. 
    7. The Company is not a registered broker-dealer under the Securities Exchange Act of 1934, as amended, or any similar state law, and the Company is not registered as an investment advisor under the Investment Advisers Act of 1930, as amended, or any similar state law.  
  7. Compliance with Law
    1. Investor represents and warrants to the Company that Investor shall be solely responsible for Investor’s and its affiliates’ compliance with, and shall ensure compliance with, all applicable laws, ordinances, rules and regulations pertaining to Investor in connection with Investor’s use of the Site or investment in any Listing Company, including without limitation all applicable federal and state securities laws and regulations. 
  8. Indemnification
    1. Investor agrees that it shall defend, indemnify, and hold the Company harmless for any breach of this Investor Agreement or any representation or warranty made herein, in accordance with the Section of the Terms of Use titled “Indemnification,” in addition to and not in limitation of such Section of the Terms of Use.