We are not 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, we are not acting in a fiduciary capacity with respect to any user of the Fundit Services, and Fundit disclaims any broker-client or advisor-client relationship with respect to any party using any Service.
These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, Services or otherwise. If you are using the Sites on behalf of any person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity’s behalf and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.
Fundit Inc DOES NOT PROVIDE LEGAL, ACCOUNTING, INVESTMENT 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.
By using and participating in the Site’s Services you are of legal age to be doing so. Users and visitors of the Site, The Sites, are not targeted toward or intended for use by anyone under the age of 18. By using the Sites, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Sites, or engaged in any activity that could result in suspension or removal from the Sites, and (d) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party. You further represent and warrant that all registration information you submit is accurate and truthful. If you are a Founder (as defined below) with an entity or if you are an entity applying to conduct a Raise using the 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. Fundit may, in its sole discretion, refuse to offer any Service to any person or entity and Fundit 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 Services is revoked in those jurisdictions.
Further, by accessing or using any Service in any manner, you become a Fundit 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”). Fundit is an intermediary funding platform that brings together Companies and prospective investors. Users use the Services to learn about, help, advise, create profiles for, browse, and/or fund Companies who have posted or advertised a Raise (defined below). Fundit is a platform where Users can interact, network, learn about, and connect with other Users. Fundit is a platform that permits Founders to offer and sell securities in their Companies directly or indirectly (the “Platform”).
2. Registration and Account.
Certain records, financials, or other Content (as defined in Section 4 below) will be viewable on Fundit without registering, but as a condition to using certain aspects of the Services, sites, or features, you will need to register for a Fundit account that can be obtained by completing our online registration forms, which requests certain information and data that will include but not be limited to your personal financial information, information related to being an Accredited Investor or a non-Accredited Investor, as applicable (“Registration Data”). By creating an account, you agree to (a) provide current and accurate account information, (b) you shall maintain all the information in your action, promptly updating it as necessary, (c) maintain the privacy and security of your account details including but not limited to the credentials, (d) accept full and complete responsibility for the acts and or omissions of any third-party who has access to use the Sites on your account and behalf, (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Sites or your account. 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.
By creating a Fundit account, you also consent to receive electronic communications from us using your Registration Data this includes through emails, text messages, pop-ups and other forms of communication. These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email or text message, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
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.
3. Investment Platforms.
The investment 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 invest directly in a Company by purchasing securities issued by the Company (“Direct Raise”).
When you access and use the non-accredited portion of the 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.
4. Intellectual Property Information and License to Access and Use Our Sites and Content.
You are only permitted to use the Content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this Site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this Site. Any unauthorized use of the materials appearing on this Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that Content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Sites and Content. However, such license is subject to these Terms and does not include any right to (a) sell, resell or use commercially the Sites or Content, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Sites or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than the page caching) any portion of the Sites or Content, except as expressly permitted by us, and (f) use the Sites or Content other than for their intended purposes. Any use of the Sites or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Fundit or any third-party, whether by estoppel, implication or otherwise. This license is revocable at any time.
You irrevocably give Fundit your permission, and grant to Fundit the right, to film, record, and photograph you (the “Recording”) whether you are seeking investment or investing. You hereby irrevocably grant and license to us and our affiliates, successors, licensees, agents, and assigns (”Authorized Persons”) the rights to digitize, modify, alter, edit, adapt, create derivative works, display, publicly perform, exhibit, transmit, broadcast, reproduce, exploit, sell, rent, license, otherwise use, and permit others to use, the Recording and the Work, including your name, image, likeness, appearance, and voice as they appear in the Recording, in perpetuity throughout the universe and in any medium or format whatsoever now existing or hereafter created, including but not limited to, internet streaming and downloading, websites, other digital transmission or delivery methods, mobile applications, television broadcast, cablecast, and satellite, home video, video on demand, radio, and print publications, on any platform, including but not limited to televisions, computers, and mobile devices, and in connection with ancillary products, including but not limited to merchandise, books, and software applications, without further consent from or any royalty, payment, or other compensation to me except as otherwise expressly provided in this Agreement.
Further, you hereby irrevocably permit, authorize, and license us and the Authorized Persons to identify you by name and use your name, likeness, appearance, voice, professional and personal biographical information, signature, social media handle, social media username, trade name, and all materials created by or on behalf of Company that incorporate any of the foregoing (”Materials”), in connection with the Work and advertising and promotion of the Work and advertising, publicity, and promotion of Company and its affiliates and their businesses, products, and Services, in perpetuity throughout the universe and in any medium or format whatsoever now existing or hereafter created, including but not limited to, internet streaming and downloading, websites, other digital transmission or delivery methods, mobile applications, television broadcast, cablecast, and satellite, home video, video on demand, radio, and print publications, and display, point-of-sale, and other advertising and promotional materials, on any platform, including but not limited to televisions, computers, and mobile devices, and in connection with ancillary products, including but not limited to merchandise, books, and software applications, social media, without further consent from or any royalty, payment, or other compensation to me except if otherwise expressly provided in a written Agreement.
You agree that Fundit is and will be the sole and exclusive owner of all right, title, and interest in and to the Work, the Recording (including all film, photographs, and other recordings, including outtakes and behind-the-scenes footage), and the Materials, including all copyrights and other intellectual property rights therein, in perpetuity throughout the universe. In furtherance of the foregoing, you agree that the results and proceeds of your services in connection with the Recording and the Work are work made for hire for Company as defined in Section 101 of the Copyright Act of 1976. To the extent the Recording, the Materials, or any part of either does not qualify as, or otherwise fails to be, work made for hire, you shall, and hereby do, (a) assign, transfer, and otherwise convey to Company, irrevocably and in perpetuity, throughout the universe, all of my right, title, and interest in and to, if any, the Recording and the Materials, including all copyright and other intellectual property rights, including all registration, renewal, and reversion rights, and the right to register and sue to enforce such copyrights against infringers; and (b) irrevocably waive any and all claims you may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral in the Recording and the Materials.
The Company has no obligation to use the Recording or any Materials, or create, produce, advertise, or promote the Work or the Materials, or include the Recording in the Work, or to exercise any rights given by this Agreement. I acknowledge and agree that I have no right to review or approve the Work, the Recording, or the Materials before they are used by Company or at any other time, and that Company has no liability to me for any editing or alteration of the Work, the Recording, or the Materials, or for any distortion or other effects resulting from Company’s editing, alteration, or use of the Work, the Recording, or the Materials, or Company’s presentation of me. Any acknowledgment or credit of me in connection with the Work or the Materials, if any, shall be determined by Company in Company’s sole discretion.
To the fullest extent permitted by applicable law, I hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy, violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”) arising directly or indirectly from the Authorized Persons’ exercise of their rights under this Agreement or the production, exhibition, advertising, promotion, exploitation, or other use of the Work, the Recording, and/or the Materials, and whether resulting in whole or in part by the negligence of Company or any other person, covenant not to make or bring any such Claim against any Authorized Persons and their agents, employees, and representatives, and forever release and discharge the Authorized Persons from liability under such Claims. You understand that Fundit is relying on this Agreement and will incur significant expense in reliance on this Agreement, and you agree that this Agreement cannot be terminated, rescinded, or modified, in whole or in part. You waive my right to injunctive and other equitable relief in the event of a dispute with Company. You will not have the right to enjoin or interfere with the production, distribution, exploitation, advertising, or promotion of the Recording, the Materials, or the Work.
THIS RELEASE PROVIDES THE COMPANY WITH YOUR ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING THE COMPANY TO PUBLICIZE AND COMMERCIALLY EXPLOIT YOUR NAME, LIKENESS, AND OTHER PERSONAL CHARACTERISTICS AND PRIVATE INFORMATION AS SET OUT ABOVE. BY SIGNING, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS RELEASE AND THAT YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE COMPANY.
5. No Professional Advice.
As noted about, while some of the Content on Services may relate to legal, tax, investment, or accounting matters, neither Fundit nor any of the professionals providing Content or User Content 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 Services. Fundit does not provide investment advice. Featuring of businesses, Companies and/or Founders on or through the Services does not constitute endorsement by Fundit or representation of the quality of any potential investment in such Companies. Fundit does not endorse any Founder or Company.
6. User’s Materials.
Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Site believes its copyright, trademark or other property rights have been infringed by a posting on this Site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed’
2. Identification of the copyrighted work claimed to have been infringed;
3. Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
4. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.
Designated Agent for Claimed Infringement:
AMERI & ASSOCIATES, LLC
58 Main Street, Fl 3
Hackensack, New Jersey 07601
Your acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
7. My Affiliate, App Stores and Third-party Interactions.
(a) Third-Party Websites, Applications and Advertisements. The Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements (“Third-Party Advertisements”) (collectively, “Third-Party Websites & Advertisements”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Advertisement, the Company will not warn you that you have left the Company’s Website or Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites & Advertisements are not under the control of the Company. The Company is not responsible for any Third-Party Websites, Third-Party Applications or any Third-Party Advertisements. The Company provides these Third-Party Websites & Advertisements only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
(b) App Stores. You acknowledge and agree that the availability of the Application is dependent on the third-party from which you received the Application license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that this Agreement is between you and the Company and not with the App Store. The Company, not the App Store, is solely responsible for the Software and the Services, including the Application and the Services, the Content thereof, maintenance, support services and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application or the Services. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Application. You acknowledge that the App Store (and its subsidiaries) are intended third-party beneficiaries of the Agreement and have the right to enforce them.
We may display Content, advertisements and promotions from third parties through the Sites or in shipments with products (collectively, “Third-Party Content”). We do not control, endorse or adopt any Third-Party Content, and we make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third-party Content are solely between you and such third parties.
8. User Conduct and Content.
You agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Sites. You agree not to use the Site for a purpose that is prohibited by the Terms or applicable local, state, or national laws and regulations. You agree that you will abide by these Terms and will not:
- create any account for anyone other than yourself without such person’s permission;
- use a User Name that is the name of another person with the intent to impersonate that person;
- use a User Name or account that is subject to any rights of a person other than you without appropriate authorization; or
- use a User Name that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful.
You shall not, and shall not permit any third-party using your account to, take any action, or submit Content, that:
- you know is false or misleading;
- infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
- is patently offensive or promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual;
- is abusive, threatening, obscene, defamatory, or libelous;
- exploits people in a sexual or violent manner;
- contains nudity, violence, or offensive subject matter or contains a link to an adult website;
- solicits personal information from anyone under 18;
- involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming;
- uses manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
- uses manual or automated software, devices, or other processes that harvest or scrape any content from the Service;
- contains restricted or password-only access pages or hidden pages or images;
- furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities;
- solicits passwords or personally identifiable information for commercial or unlawful purposes from other users of this Service;
- includes a photograph of another person that you have posted without that person's consent;
- contains software viruses or any other computer codes, files, or programs 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 FUNDIT or any third-party; or
- impersonates any person or entity, including any employee or representative of Fundit.
- uses the Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Sites or that could damage, disable, overburden or impair the functioning of the Sites in any manner;
- engages in any harassing, threatening, intimidating, predatory or stalking conduct;
- attempts to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Sites that you are not authorized to access;
- develops any third-party applications that interact with User Content or the Sites without our prior written consent;
- uses any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Sites, extract data or otherwise interfere with or modify the rendering of Site pages or functionality; or
Fundit has no obligation to monitor the Site, Service, Content, or User Content (defined below).
If you use a mobile device, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. In the event you change or deactivate your mobile telephone number, you agree that you will update your account information on the Service within forty-eight (48) hours.
The Sites may include interactive features and areas that allow users to create, post, share or store content, including, but not limited to, text and reviews, or other materials (collectively, “User Content”). If you decide to share your User Content with others through the Sites or third-party platforms, you understand that this User Content will be viewable by others in accordance with the privacy agreement. You agree that you are solely responsible for your User Content and for your use of any interactive features and areas of the Sites.
By using the interactive features and areas of the Sites, you further agree not to create, post, share or store any of the following:
By using the interactive features and areas of the Sites, you further agree not to create, post, share or store any of the following:
- User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
- User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
- User Content that impersonates, or misrepresents your affiliation with, any person or entity;
- User Content that references or depicts Fundit or our products but fails to disclose a material connection to us, if you have one (for example, if you are a Fundit employee or paid blogger);
- User Content that contains any unsolicited promotions, political campaigning, advertising or solicitations;
- User Content that contains any private or personal information of a third-party without such third-party’s consent;
- User Content that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
- User Content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Sites or products, or that may expose Fundit or others to any harm or liability of any type.
Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Sites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sites at your sole cost and expense.
9. Rights in User Content.
As the Site is interactive, you may submit your Content and comments as explained in this Agreement. The content you submit will remain your property, and you will retain your ownership of your intellectual property rights. It is expressly understood, we do not claim any ownership in your User Content. However, by uploading, posting or submitting User Content to the Sites or to our pages or feeds on third-party social media platforms (e.g., Facebook, Instagram, Twitter), you are hereby granting us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, and your name, likeness, voice and persona in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes.
It is further understood that the action of uploading, submitting, or posting content on our Sight or pages or feeds, you represent and warrant that (a) such User Content is nonconfidential, (b) you own and control all of the rights to the User Content or you otherwise have all necessary rights to post such User Content, (c) you authorize Fundit to use such User Content for the purposes described in these Terms, (d) the User Content does not violate Section Eight (8) of this Agreement.
You agree to indemnify, defend, and hold harmless Fundit and affiliates, and each of their members, contractors, suppliers, officers, directors, representatives, agents, and employees (collectively, the "Indemnitees") from and against any and all liability, damages and costs (including, without limitation, attorneys' fees) that arise from or relate to your use or misuse of, or access to the Site, Service, Content, or otherwise from your User Content, including without limitation with respect to any claim arising out of any content that you submit or breach or alleged breach of any of your obligations set forth in these Terms. Fundit reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You shall not settle any matter without the written consent of Fundit. You shall cooperate as fully as reasonably required in the defense of any claim.
11. Warranty Disclaimers.
ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you.
WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD-PARTY IS PROVIDED SOLELY BY SUCH THIRD-PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Sites (or any features or functionality of the Sites) and the products at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.
Fundit has no special relationship with or fiduciary duty to you. You acknowledge that Fundit has no duty to take any action regarding any of the following: which Users gain access to the Services; what Content/User Submissions Users access on or through the Services; what effects the Content or User Content may have on Users; how Users may interpret or use the Content/User Content; or what actions Users may take as a result of having been exposed to the Content/User Content. Fundit cannot guarantee the authenticity of any data or information that Users provide about themselves or their Raise, and Companies. You release Fundit from all liability for your having acquired or not acquired Content on or through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Fundit makes no representations concerning any Content or User Content available on or through any Service, and Fundit is not liable for the accuracy, copyright compliance, legality, or decency of such material available on or through any Service.
12. Limitation of Liability; Release.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE FUNDIT PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SITES OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD-PARTY CONTENT AND LINKS TO THIRD-PARTY SITES), OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ANY FUNDIT PARTY, OR FROM EVENTS BEYOND THE FUNDITS PARTIES’ REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE FUNDIT PARTIES’ RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE FUNDIT PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE ORDER, RECEIPT OR USE OF PRODUCTS PURCHASED FROM FUNDIT EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS; AND (B) THE ORDER, RECEIPT OR USE OF MEAL PRODUCTS, OR ACCESS OR USE OF THE SITES OR CONTENT, EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO US IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THE FUNDIT’S PARTIES’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE THE FUNDIT PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH FUNDIT PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “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 LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY PRODUCTS YOU PURCHASE FROM US, OR FOR OUR FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.
13. Platform Rules for Accredited Investors and Founders Seeking Accredited Investors.
By applying for access to the Founder Platform portion of Fundit, you represent and warrant that you are a professional who understands risk and are willing to bear the consequences. You promise to act responsibly when using the Platform portion of the Services for accredited investors, and you promise to conduct yourself in a professional manner in all your interactions with Fundit and any User of the 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 Services as it pertains to the Platform seeking investments from Accredited Investors. You are strongly advised to consult appropriate counsel before investing. You acknowledge that meeting the Accredited Investor standard does not mean that investing in 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, Fundit only permits visibility of 506(b) offerings to investors who have certified themselves or are verified as “accredited investors.” Securities offerings posted on the 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 Platform of the 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.
14. Accredited Investors.
“Accredited Investor” is defined in Rule 501(a) of Regulation D to include:
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- 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;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a director, executive officer, or general partner of the company selling the securities;
- a business in which all the equity owners are accredited investors;
- 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.
15. 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 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.
- We may require any User of 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 Services, rejection of Accredited Investor status on the Platform, along with other legal causes of action. All Founders and investment managers utilizing the Fundit 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 Fundit designation of a User as an Accredited Investor as sufficient to meet their obligations for a Rule 506(c) offering.
- As an Accredited Investor using the Services, you also are agreeing to certain representations, warranties and agreements relating to the any potential interaction with an Issuer or Company on Fundit or the purchase of securities by you from a potential Founder, Company or Investment Fund in a transaction (“Transaction”). You agree that:
- 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 Fundit 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;
- 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, Fundit;
- You agree that Fundit shall have no liability whatsoever to you, or your beneficiaries, due to or in connection with your use of the Services or any Transaction between you and an Issuer. You understand that Fundit 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 Services. You hereby irrevocably waive any claim that you might have based on the failure of Fundit 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 Fundit. Notwithstanding this, you deem yourself sophisticated enough to proceed; and
- Each Founder is solely responsible for the material it posts on or through the 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.
16. Securities Products.
The securities offered on the 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.
17. Quality Standards.
You represent and warrant that all Content provided by you to Fundit to post on or through the Services meet certain standards to ensure the quality of its platform.