Effective: July 30, 2016
If you are a user who has listed your company on the Site or who has applied to list your company on the Site (a “ u Listing Company ”), you agree that you will be bound by the terms and conditions of the Listing Agreement that was provided to you following your application to list on the Site.
If you are a user who may or will invest in any Listing Company through the Site (an “ u Investor ”), you agree that you will be bound by the terms and conditions of the Investor Agreement.
Important Notices About the Site
The Company’s Site connects Investors and Listing Companies to, among other things, facilitate securities offerings under Rule 506(c) (also known as Title II of the JOBS Act) of Regulation D of the Securities Act of 1933, as amended (the “ u Securities Act ”). In addition, Listing Companies are permitted to offer certain goods and services (collectively, the “ u Rewards ”) to Investors in connection with any listing campaign on the Site.
In order to be an Investor and participate in a securities offering, you must be an Accredited Investor as defined in as defined in Rule 501(a) of Regulation D of the Securities Act, as set forth in the Investor Agreement.
Any offerings or solicitations of securities or Rewards on or in connection with the Site are made by Listing Companies and not by the Company.
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 advice, 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.
The Company does not conduct any diligence of any securities offering, Rewards or any Listing Company.
The Company does not evaluate the merits of any securities offering, Rewards, or any Listing Company or the appropriateness of any particular investment.
The Company does not evaluate the delivery, quality, reliability, or safety of any Reward, and makes no representation or warranty with respect to any such Rewards.
A Listing Company’s presence on the Site shall not be construed to be an endorsement by the Company of such Listing Company or any of its offerings.
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.
The Site is intended solely for users who are 18 years of age or older who reside in the United States. If you are not located in the United States, or if you are under the age of 18, you are not permitted to use the Site. Any registration by, use of, or access to the Site by anyone located outside of the United States, or anyone under the age of 18, is unauthorized, unlicensed and in violation of this Agreement.
You may not register for more than one account in your name. You may not register for an account on behalf of an individual, group, or entity other than yourself unless you are the authorized representative of such individual, group or entity (“ u Authorized Representative ”). If you are an Authorized Representative, you represent that you have full authority to act on behalf of such individual, group or entity, provided, that nothing herein will release the individual, group or entity from any obligation or liability hereunder, and the Company may look to you and to such individual, group or entity for performance of all obligations under this Agreement. The Company may request written authorization at any time for any reason, and failure to produce such written authorization may result in the termination of your account. You understand and acknowledge that you have no ownership rights in your account, and that you may lose all of your account information retained by the Site.
Use of Site Materials
All content, design, text, graphics, photographs, interfaces, the selection and arrangements thereof, and any other material on the Site (the “ u Materials ”) are protected by United States and international copyright law and other intellectual property laws and are owned by the Company or its licensors.
Ownership of User Content
The Company cannot and does not make any representation or warranty regarding the use or disclosure of any Private User Content that you share with any other user of the Site, and the Company expressly disclaims any liability arising out of or related to such conduct. This includes, for example only, any direct messages sent to another user and any Confidential Information that you share with another user, for example by unlocking certain investor presentations or financial statements for an Investor.
No Responsibility for User Content
By making User Content available on or through the Site, you represent, warrant, and agree that (i) you have the right to make such User Content available; (ii) the User Content will not violate or infringe upon the rights of any third party, including without limitation copyright, trademark, privacy, publicity, attorney-client privilege, or other personal or proprietary rights; and (iii) the User Content will not violate any applicable law.
Third Party Sites; Third Party Business Dealings
Third Party Sites. The Site may contain links to other sites on the Internet that are owned and operated by third party parties, including without limitation by Listing Companies (the “Third Party Sites ”). These links are provided solely as a convenience to you, and do not constitute an endorsement or warranty by the Company of the content or accuracy of any Third Party Sites or of the business practices| of such other businesses, entities or individuals. You acknowledge that the Company is not responsible for the availability of, or the content located on or through, any Third Party Site. If you visit any Third Party Site, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. You should carefully review the privacy statements and other conditions of use on any Third Party Site that you visit. You should contact the site administrator or webmaster for those Third Party Sites if you have any concerns regarding such links or the content located on such Third Party Sites.
Third Party Business Dealings. Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Site, including payment and delivery of related goods or services, investments, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. The Company will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Site.
The Company facilitates the processing of payments between Investors and Listing Companies through Stripe, Inc. Any such payment processing services are subject to Stripe Inc.’s Terms of Service available at a href="https://stripe.com/us/terms" https://stripe.com/us/terms and its accompanying Connected Account Agreement available at a href="https://stripe.com/us/connect/account-terms" https://stripe.com/us/connect/account-terms (as such Terms of Service and Connected Account Agreement may be amended by Stripe, Inc. from time to time, collectively the “ u Stripe Terms ”). By using the Site and the services offered by the Company, you agree to be bound by the Stripe Terms. The Company makes no representation or warranty regarding the performance of Stripe, Inc.’s payment processing services and will not be responsible for any loss or damage of any sort that results solely from your use of the Stripe, Inc. payment processing services.
User Information . You shall not harvest, collect or store information about users or use such information for any purpose inconsistent with the purpose of this Site or for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications. Illegal and/or unauthorized use of the Site is prohibited.
Harmful Actions and Content . You shall not: (i) engage in any conduct that restricts, inhibits, or otherwise interferes with the ability of any other person to use or enjoy the Site, regardless of intent, purpose, or knowledge; (ii) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or any Listing Company information contained in the Site; (iii) use the Site to transmit or distribute material that may be harmful to or interfere with the Site or any third party's networks, systems, services, or websites (such prohibited harmful content includes, but is not limited to, viruses, worms, or Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, overburden, or limit the functionality of any computer software or hardware or telecommunications equipment); (iv) access, via automated or manual means or processes, the Site for purposes of monitoring its availability, performance or functionality or for any competitive purpose; (v) interfere with or disrupt the Site, including but not limited to any servers or networks connected thereto; (vi) post or transmit to or from this Site any unlawful, threatening, harassing, libelous, defamatory, offensive, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that might give rise to any civil or criminal liability, as determined by the Company in its sole and absolute discretion; (vii) engage in or promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (viii) post or transmit any commercial content to the Site or use the Site to solicit others to join or do business with or visit any other commercial online service or organization, other than with respect to a potential investment in a Listing Company or a Listing Company’s offering page or (ix) engage in any unlawful activity on or in connection with the Site.
Fraudulent or Misleading Content . You shall not use the Site to impersonate any person or entity, forge anyone else's digital or manual signature, or perform any other similar fraudulent activity (for example, “phishing”). You shall not use the Site to falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity, nor shall you express or imply that any statements you make are endorsed by the Company.
The Company reserves the right to change, suspend, remove, or disable access to the Site or any feature thereof, at any time without notice.
The Company will not be liable for any removal or disabling of access to any portion of the Site, including but not limited to any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, user communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, or failure of email on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to user's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site, including without limitation any mobile client software.
Disclaimer of Warranties and Limitation of Liability
THE SITE AND ALL MATERIALS, INFORMATION, INVESTMENT OFFERINGS, REWARDS, PRODUCTS, OR SERVICES INCLUDED ON THE SITE OR OTHERWISE MADE AVAILABLE BY THE COMPANY ARE PROVIDED BY THE COMPANY ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS. NONE OF THE COMPANY, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, THE MATERIALS, OR THEIR ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS. THE COMPANY MAY MAKE ANY CHANGES TO THE SITE OR THE MATERIALS AT ANY TIME WITHOUT NOTICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY OF THE MATERIALS, CONTENT, OR INFORMATION ON THE SITE OR ANY INVESTMENT OFFERINGS OR PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THE SITE OR YOUR USE OF THE SITE GENERALLY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, FREEDOM FROM COMPUTER VIRUSES, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE COMPANY DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF THE COMPANY’S CONTROL.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF THE COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SITE AND/OR THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THE SITE, INCLUDING WITHOUT LIMITATION ANY INVESTMENT OFFERINGS LISTED ON THE SITE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY TO YOU (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER THEORY) EXCEED THE GREATER OF $200 OR THE AMOUNT THAT YOU HAVE PAID TO THE COMPANY IN 12 MONTHS PRECEDING THE DATE ON WHICH THE LIABILITY AROSE.
CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
References in this Section 11 to the Company shall be deemed to include the Company, its subsidiaries, affiliates, and other parties with which the Company is under contract or affiliated, and their respective officers, directors, employees, and agents.
The Company takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (”DMCA”), the written notice (the “DMCA Notice”) must include substantially all of the following:
Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
The Company’s designated Copyright Agent to receive DMCA Notices is:
PO Box 373
San Diego, CA 91962
Phone: (800) 804-7260
Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified above). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
Your physical or electronic signature.
An 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 disabled.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
Governing Law; Arbitration
You and the Company agree that any dispute arising out of or related to this Agreement, the Site, your use of the Site, any investment "and/or" offering through or in connection with the Site or which investment offering originated from the Site, any goods or services purchased through or in connection with the Site shall be exclusively resolved through final and binding arbitration pursuant to the then-current arbitration rules of ADR Services, Inc. or its successor (“ADR”), before a single neutral arbitrator working under the auspices of ADR. The arbitration shall be held in Los Angeles, California. Any dispute regarding arbitrability of any issue under this Section shall be determined by the arbitrator, which determination shall be conclusive. The arbitrator’s award may be entered in any court of competent jurisdiction.
THERE IS NO JUDGE OR JURY IN ARBITRATION. BY USING THE SITE OR THE SERVICES OFFERED THROUGH THE SITE, AND AGREEING TO THIS AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO HAVE ANY DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY. Further, court review of any arbitration award is limited.
YOU AGREE THAT ANY ARBITRATION WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. IN NO EVENT MAY ANY SUCH ARBITRATION BE BROUGHT ON BEHALF OF A CLASS OR IN ANY OTHER CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in these terms to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, you agree that neither you nor the Company are entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act.