Wefunder, Inc. (“Wefunder,” “we,” “us,” “our” or the “Company”) operates the website located at wefunder.com (the “Site”). Our mission is to connect entrepreneurs (“Entrepreneurs”) who are working on innovative new businesses (“Startups”) with people who may be able to provide financing, advice and other support to those Startup (“Investors”). Among other things, Wefunder offers web-based tools to facilitate fundraising by Entrepreneurs for their Startups. Wefunder also provides supplementary materials that educate both Entrepreneurs and Investors about the nature of entrepreneurship, the process and perils of investing in startup companies and “crowdfunding” – the funding of a project or venture by raising small amounts of money from a large number of people. The services, features, content or applications that may be offered from time to time by Wefunder in connection with the Site and/or Wefunder’s business are collectively referred to as the “Services.”
By accessing the Site and/or using the Services, you agree to be bound by all of the provisions of the Terms of Service (the “TOS”). IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THE TOS, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE SERVICES.
As used in the TOS, the terms “you” and “your” mean each individual or entity that accesses, browses or uses the Site and/or the Services in any manner. If you are accessing the Site and/or using the Services on behalf of an entity, you represent and warrant to Wefunder that you personally satisfy the Eligibility criteria in Section 3 below and that you have the authority to bind the entity you represent to the TOS. Your agreement to these terms will be treated as the agreement of the entity you represent.
Wefunder may modify the TOS or add or remove terms at any time, and each such modification, addition or deletion will be effective immediately upon posting on the Site. Your use of the Site or the Services following any such posted modification, addition or deletion constitutes your agreement to be bound by and your acceptance of the TOS as so modified. It is therefore important that you review the TOS regularly. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THE MODIFIED TOS, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE AND/OR USE THE SERVICES, AND YOU MUST IMMEDIATELY DISCONTINUE DOING SO.
You may only use the Site and the Services if you are at least 13 years of age. If you are under the age of 18 or under the age of majority in the jurisdiction in which you are located, you may only use the Site and the Services under the supervision of a parent or legal guardian. You may not use the site if you are under 13 years of age. Wefunder reserves the right to require you to provide Wefunder with proof of your age and, if applicable, approval of your use of the Site and the Services by your parent/legal guardian. Wefunder may terminate your access to and use of the Site and the Services without warning if it determines that you do not meet the foregoing eligibility requirements.
In addition to the eligibility requirements in the TOS, your use of certain Services may be subject to eligibility requirements set forth in the Additional Terms.
Wefunder hereby grants to you a limited, non-transferable, non-exclusive right to access and use its proprietary, commercially available, hosted software product and related documentation via a Web-browser for use during the term of the Agreement. Wefunder hosts and retains control over the software and only makes it available for access and use by you over the Internet through a Web-browser. Nothing in this Agreement obligates Wefunder to deliver or make available any copies of computer programs or code from the software to you, whether in object code or source code form. You may not rent, lease, distribute, or resell the software, or use the software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the software.
In order to access or use certain Services you must become a “Registered User” by creating an account (an “Account”) and choosing a password that you will use to access your Account. By registering, you represent and warrant to the Company that all registration and other information you submit to or through the Site is truthful, accurate, current and complete, and you agree to immediately provide corrected information if any of the submitted information shall no longer be truthful, accurate, current and complete. You further represent and warrant that your use of the Site and the Services does not violate any applicable laws, rules or regulations. Without limiting any of Wefunder’s other available legal remedies, if you provide any registration or other information that is untrue, inaccurate, or incomplete, or Wefunder has reasonable grounds to suspect that such is the case, Wefunder may immediately, and without notice to you, suspend or terminate your Account and refuse any and all use by you of the Site and the Services. Your registration on the Site and your use of the Site and the Services are void where prohibited.
You are solely responsible for safeguarding the confidentiality of your password and for any and all use of your Account and password, whether or not authorized by you. Although Wefunder will not be liable for any of your losses that are caused by any unauthorized use of your Account, you may be liable for the losses of Wefunder or others due to such unauthorized use. If you suspect any unauthorized use of your Account or unauthorized access to your password, please contact Wefunder immediately at email@example.com. You do not have the right to transfer your Account to any individual or entity and Wefunder reserves the right to remove or reclaim your Account if Wefunder determines, in its sole discretion, that such action is appropriate under the circumstances. You agree that you will not create an Account for any individual other than yourself (or, if applicable, the entity you represent). As a Registered User, you agree that Wefunder may electronically provide you (via email or postings or links on the Site) with invoices, documents, notices and other communications regarding the Site, the Services and/or your use thereof, as well as special offers, promotions, commercial advertisements, marketing materials, etc. You agree that Wefunder may send the foregoing communications to you via your Account or any email address(es) which you provide to Wefunder as part of your Account registration or otherwise.
5.1.1. You agree that you will use the Services solely in a manner consistent with this Agreement and the Wefunder mission described above. You assume all risk when using the Site and the Services, and you acknowledge that the Company cannot guarantee and does not promise any specific results from your use of the Site and the Services.
5.1.2. While some of the Services relate to legal, tax, investment or accounting matters, neither we nor any of the professionals providing such content are providing 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 specifically agree otherwise.
5.1.3. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Wefunder is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all users.
5.1.4. You represent and warrant to Wefunder that: you own all rights in and to the content posted by you on, through or in connection with the Site or the Services (“User Content”), or otherwise have all the rights, power and authority legally required to grant Wefunder the rights in your User Content pursuant to the TOS and the Additional Terms; and the posting of your User Content on or through the Site does not violate the TOS or violate the privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights and trademarks), contract rights or any other rights of any person or entity, whether or not such person or entity is depicted or appears/performs in your User Content. You agree that you are solely responsible for the User Content that you post on or through the Site and any material or information that you transmit to other users of the Site or the Services.
5.2 You agree that Wefunder has the right to perform all technical functions necessary to offer the Services, including, but not limited to, processing and transmitting email communications to and from you, and transcoding and/or reformatting your User Content You do not have the right to use, copy or distribute any of the content posted on the Site, except as expressly authorized by the TOS and the Additional Terms. Any violation by you of the forgoing prohibitions may result in the termination of your Account and your right to use the Site and the Services.
5.3.1. As a condition of your access to the Site and use of the Services, you are prohibited from taking any action that would violate the content and conduct standards set forth in Section 6 below. In addition and not in limitation of the prohibited actions set forth in Section 6 below, you agree that you will not (a) employ any device, scheme, or artifice to defraud or (b) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.
5.3.2. Wefunder reserves the right, but is under no obligation or duty, to at any time, and without notice, monitor activity on the Site to determine compliance with the TOS or to comply with any law, regulation or authorized government request. You hereby specifically agree to such monitoring. In the event that Wefunder does monitor the Site or the Services, Wefunder makes no representation or warranty that Wefunder will take any action whatsoever in connection with any of the monitored activities and Wefunder assumes no liability with respect thereto.
5.4.1. Wefunder uses various techniques to verify the accuracy of the information provided by users. However, in view of the limitations in verification on the Internet, Wefunder cannot confirm the identity of users. We encourage you to use the various tools and content available on the Site, as well as elsewhere, to evaluate the users with whom you are dealing.
5.4.2. You acknowledge that there are risks of dealing with other users acting under false pretenses, and you assume the risks of liability or harm of any kind in connection with transactions of any kind relating to goods and/or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, misrepresentation of information about a user or a Startup, breach of warranty, breach of contract, and violation of third-party rights and consequent claims. You agree that Wefunder shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any transactions with others using the site.
As a condition of your access to the Site and use of the Services, you are prohibited from (i) posting, uploading, exhibiting, communicating or distributing content which violates any applicable laws, rules or regulations or which Wefunder, in its sole and absolute discretion, deems to be inappropriate and (ii) engaging in conduct which violates any applicable laws, rules or regulations or which Wefunder, in its sole and absolute discretion, deems to be inappropriate. Examples of such prohibited content and prohibited conduct include, without limitation, the following:
Wefunder reserves the right to charge fees for use of the Site or specific Services. You agree that, in addition to all other amounts payable under the TOS or the Additional Terms, you are responsible for paying all sales, use, value added or other taxes - federal, state or otherwise - however designated, that are levied or imposed by reason of your use of the Site and the Services.
The Site and the Services are and contain proprietary property/content of Wefunder (such as logos, copyrights, trademarks, technology, processes, etc.) (“Wefunder Proprietary Property”) which may be protected by copyright, trademark, patent, trade secret and other laws. Wefunder owns and retains all rights in and to the Wefunder Proprietary Property. “Wefunder” and the Wefunder logo are trademarks of Wefunder, Inc. Wefunder hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Wefunder Proprietary Property solely for your use in connection with using the Site and the Services for the purposes authorized by the User Agreement. Except as explicitly permitted in the TOS or any Additional Terms, you do not have the right to use the Wefunder Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Wefunder Proprietary Property. Except as expressly provided by the TOS or the Additional Terms, your use of the Wefunder Proprietary Property is strictly prohibited.
The Services may contain proprietary property/content provided by third party Wefunder licensors (such as logos, copyrights, trademarks, etc.) (“Third Party Proprietary Property”). Wefunder hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Third Party Proprietary Property solely for your use in connection with using the Site and the Services for purposes authorized by the User Agreements. You do not have the right to use the Third Party Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Third Party Proprietary Property. Except as expressly provided by the TOS or the Additional Terms, your use of the Third Party Proprietary Property is strictly prohibited.
Unless expressly provided by the TOS or the Additional Terms, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Wefunder Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Site. You acknowledge that Wefunder is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content. Wefunder does not endorse any content on the Site or any statement, opinion, suggestion or advice contained therein, and Wefunder expressly disclaims any and all liability in connection therewith. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Site. You further understand and agree that in the course of your use of the Site and the Services, you may be exposed to content on the Site that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against Wefunder with respect thereto.
Wefunder specifically prohibits users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Site or the Services any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is Wefunder’s policy to terminate, under appropriate circumstances, the account of users who are determined to be repeat infringers.
If you are a copyright owner or an agent thereof and believe that any content made available via the Site infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Wefunder’s copyright agent (“Copyright Agent”) with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit Wefunder to contact you, such as an address, telephone number, and, if available, an email address; (d) 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; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. The contact information for the Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, Wefunder, Inc., One Broadway, 14th Floor, Cambridge, MA 02142; email: firstname.lastname@example.org
If you feel that any of your content was improperly removed or made unavailable to other users, please contact Wefunder’s Copyright Agent via the contact information set forth above.
The Site and the Services may contain links to independent third-party websites and/or services (collectively, “Linked Sites”). The Linked Sites are not under Wefunder’s control, and Wefunder does not endorse, is not responsible for and shall have no liability to you with respect to the business practices, privacy policies or content, materials, information, merchandise, products or services displayed, featured, mentioned, advertised, distributed or sold on or through such Linked Sites. By accessing a Linked Site, you may be disclosing your private information and be exposing yourself to content that you find disturbing. It is your responsibility to read and understand the privacy, membership, payment and other policies of the Linked Sites and to determine on your own whether or not you will have any interaction with any of the Linked Sites. Wefunder encourages you not to provide any personally identifiable information to any Linked Site unless you know and are comfortable with the party with whom you are interacting. You agree that Wefunder is not responsible for and shall have no liability to you, with respect to merchandise, products, and/or services advertised, featured, mentioned, sold, distributed, displayed or linked on or through the Site or the Services.
All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered by you through the Site and the Services or in response to solicitations made through the Site or the Services (collectively, “Feedback”) is entirely voluntary and shall be deemed to be non-confidential and shall forever remain the sole property of Wefunder. You understand and acknowledge that Wefunder has both internal and external resources which may have developed, or may in the future develop, ideas, content, programming, etc. identical to or similar to your Feedback and you agree that Wefunder will not incur any obligation or liability to you or otherwise as a result of (i) any such similarities or (ii) Wefunder’s review of any of the Feedback. Wefunder shall exclusively own, throughout the universe in perpetuity, all rights of every kind and nature (whether currently existing or hereafter developed) in and to the Feedback and Wefunder shall be entitled to unrestricted use of the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation and/or submission to Wefunder of the Feedback. You hereby waive any and all of your rights of droit moral and similar rights with respect to the Feedback.
WEFUNDER PROVIDES ITS USERS WITH A SELECTION OF SERVICES, TOOLS AND RESOURCES WITH THE GOAL OF CONNECTING ENTREPRENEURS WITH INVESTORS WHO MAY BE ABLE TO PROVIDE FINANCING, ADVICE AND OTHER SUPPORT TO THEIR STARTUPS. WEFUNDER IS NOT A “BROKER,” “DEALER” OR “FUNDING PORTAL” (AS DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). WEFUNDER DOES NOT ENDORSE ANY THIRD PARTIES, OR THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY STARTUP SEEKING TO RAISE CAPITAL THROUGH THE SITE OR USING THE SERVICES. WEFUNDER MERELY SERVES AS A PLATFORM FOR INTERACTIONS BETWEEN ENTREPRENEURS OR STARTUPS AND INVESTORS. WEFUNDER IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN ENTREPRENEURS OR STARTUPS AND INVESTORS. WEFUNDER IS NOT RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY INDIVIDUAL OR ENTITY IN CONNECTION WITH ANY OPPORTUNITY POSTED ON OR THROUGH THE SITE OR THE SERVICES.
THE SITE AND THE SERVICES, AND ALL OF THE CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS POSTED ON OR PROVIDED BY OR THROUGH THE SITE OR THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. BY USING THE SITE AND/OR THE SERVICES, YOU AGREE TO USE YOUR OWN JUDGMENT, CAUTION AND COMMON SENSE IN MANAGING ALL CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS OFFERED AND YOU AGREE THAT ANY USE YOU MAKE OF SUCH CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT WEFUNDER DOES NOT EVALUATE OR GUARANTEE AND SHALL NOT BE RESPONSIBLE FOR THE, INFORMATION, COACHING, ADVICE AND/OR FEEDBACK SERVICES GIVEN THROUGH THE SITE OR THE SERVICES. WEFUNDER IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM YOUR RELIANCE ON ANY OF THE FOREGOING CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS.
WEFUNDER IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY USER OR THIRD-PARTY CONTENT POSTED ON, THROUGH OR IN CONNECTION WITH THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT THAT IS UNAUTHORIZED OR VIOLATES THE TOS OR THE ADDITIONAL TERMS, AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF WEFUNDER. UNDER NO CIRCUMSTANCES SHALL WEFUNDER BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE OR THE SERVICES, FROM ANY CONTENT POSTED ON THE SITE OR THROUGH THE SERVICES (WHETHER SUCH CONTENT VIOLATES THE TOS OR ADDITIONAL TERMS OR NOT), FROM ANY SERVICES OFFERED THROUGH THE SITE OR FROM THE CONDUCT OF ANY USER OF THE SITE OR THE SERVICES OR ANY USER OF ANY LINKED SITE (REGARDLESS OF WHETHER SUCH CONDUCT VIOLATES THE TOS OR ADDITIONAL TERMS, OR WHETHER SUCH CONDUCT IS ONLINE OR OFFLINE).
WEFUNDER ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY OF YOUR COMMUNICATIONS ON OR THROUGH THE SITE. WEFUNDER IS NOT RESPONSIBLE FOR ANY MALFUNCTION OR OTHER PROBLEM WITH ANY TELEPHONE NETWORK, TELEPHONE LINES, COMPUTER ONLINE SYSTEMS, SERVERS, INTERNET SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR PLAYERS, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. WEFUNDER DOES NOT GUARANTEE ANY RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE SITE OR THE SERVICES AND WEFUNDER MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE, THE SERVICES OR THE INFORMATION OR SERVICES PROVIDED THEREBY WILL MEET YOUR REQUIREMENTS. IF YOU ARE IN ANY WAY DISSATISFIED WITH THE SITE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE AND/OR THE SERVICES.
WEFUNDER DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE SITE, YOU AGREE THAT WEFUNDER SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION.
IN NO EVENT SHALL WEFUNDER, ITS AFFILIATES, LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES) RESULTING FROM (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON THE SITE OR THROUGH THE SITE OR THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF WEFUNDER SERVERS AND/OR ANY AND ALL PERSONAL AND/OR OTHER INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THROUGH THE SITE OR ANY OF THE SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR THE SERVICES BY ANY THIRD PARTY, (VII) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, (VIII) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE TO YOU THROUGH THE SITE OR THE SERVICES AND/OR (IX) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WEFUNDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Users may not download, use, export or reexport any content posted on or through the Site or any software utilized or available in connection with the Site or the Services in violation of any applicable laws or regulations, including, without limitation, United States export laws, regulations and controls.
The User Agreements shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions.
You are solely responsible for your interactions with users of the Site and the Services, and any other parties with whom you interact on or through the Site, the Services and/or the Linked Sites. Wefunder reserves the right, but has no obligation, to become involved in any way with these disputes.
You and Wefunder agree to submit to the exclusive jurisdiction of the courts located in Suffolk County, Massachusetts to resolve any dispute arising out of the User Agreements or your access to or use of the Site or the Services. EACH OF YOU AND WEFUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH OF YOU AND WEFUNDER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF YOU AND WEFUNDER ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR EACH OF THEM, RESPECTIVELY, TO ENTER INTO THIS AGREEMENT.
You agree to defend Wefunder, its subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, stockholders, members, agents, partners and employees (the “Wefunder Indemnitees”), from and against any and all claims, actions, suits, demands or other proceedings brought by or on behalf of any third party, and to indemnify and hold the Wefunder Indemnitees harmless agains any losses, liabilities and other damages (including, but not limited to, reasonable attorneys’ fees), in any case arising out of or related to (i) your access to and/or use of the Site and the Services, including, without limitation, your use of the Site and the Services in connection with any transaction in securities; (ii) a violation or breach by you, or any user of your account, of any provision of the TOS or of any Additional Terms, including, without limitation, a breach of any of the representations, warranties or agreements set forth in the TOS and the Additional Terms; and/or (iii) any content that you post on or through the Site or the Services. This defense and indemnification obligation will survive following the termination of your use of the Site and the Services.
Wefunder has the right to assign the User Agreements and/or its rights thereunder, in whole or in part, to any third party. You do not have the right to assign the User Agreements, except if and to the extent explicitly permitted in the Additional Terms. The failure of Wefunder to exercise or enforce any right or provision of the User Agreements shall not operate as a waiver by Wefunder of such right or provision. The section titles in the User Agreements are for convenience only and have no legal or contractual effect. The User Agreements operates to the fullest extent permissible by law. If any provision of the User Agreements are held by a court or other tribunal of competent jurisdiction to be unlawful, void or unenforceable, such provision (i) is deemed severable from the User Agreements and does not affect the validity and enforceability of any remaining provisions which shall remain in full force and effect and (ii) shall be limited or eliminated to the minimum extent necessary to comply with the applicable law. Wefunder reserves all rights in and to the Site, including the Services and the other content posted thereon, unless otherwise expressly provided by this TOS or the Additional Terms. Wefunder reserves the right to modify or discontinue any aspect of the Services at any time without prior notice and without any liability to you.
If you become aware of any misuse of the Site or the Services or any violation of the TOS, please report such misuse and/or violation by sending an email to Wefunder at email@example.com.
Certain Key Provisions Governing the Use of the Wefunder Site by Investors
By using this website, you are agreeing to the terms and conditions of this Wefunder Investor Agreement (this "Agreement") and the Wefunder Terms of Service (the "Terms of Service") and you are agreeing to the following terms, among others, with respect to your use of wefunder.com (the "Site") as a registered User ("User" or "Member"):
This list does not constitute your entire Agreement with Wefunder, Inc., and its affiliates. You alone are responsible for ensuring that you are aware of all of the terms of the Agreement and your rights and responsibilities under it. You also have additional agreements with Wefunder, Inc., and its affiliates, including the Terms of Service, and you are responsible for understanding the content of those agreements.
In addition to the Terms of Service, this Investor Agreement is supplemented by each of the following agreements, with respect to each We Fund for which you have submitted a Subscription Agreement.
a. The information on the Site about the Startup in which the We Fund invests.
b. The Wefunder Disclosure Statement, which sets forth general information about venture investments made through the Wefunder Site.
c. The We Fund Terms, which sets forth certain specific terms of the relevant We Fund.
d. The applicable Series Appendix, an appendix to the LLC Agreement, which sets forth certain terms of the relevant We Fund.
e. The LLC Agreement, which sets forth other terms applicable to each We Fund.
f. The Indication of Interest and Subscription Agreement (together, the "Subscription Agreement") submitted by you with respect to a particular We Fund.
Together with this Agreement and the Terms of Service, the above documents constitute the "Portfolio Company Information." You should read the Portfolio Company information before investing in a We Fund.
This Agreement between you and Wefunder, Inc. (together with its subsidiaries and affiliates, "Wefunder," "we" or "us") sets forth the terms and conditions for your access to the Site and your use of the information, features, products, services and tools on the Site (the "Services").
This Agreement incorporates by reference the Terms of Service. You represent that you have read the Terms of Service and agree that the Terms of Service govern your use of the Site and the Services (as those terms are defined in the Terms of Service). Capitalized terms used in this Agreement that are not otherwise defined herein have the meaning given to them in the Terms of Service.
Your use of the Site is governed by the version of this Agreement in effect on the date of use. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the Site home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.
You represent and warrant to Wefunder and Wefunder Advisors that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Wefunder and Wefunder Advisors in determining whether you are eligible to invest in Startups and We Funds (as defined below) that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a We Fund. You agree, if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in Startups or We Funds through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups or We Funds listed on the site. You acknowledge that We Funds or Startups in which you invest may rely, and that Wefunder, Wefunder Advisors, Startups, and their principals, affiliates, and other parties may rely, on the information you have provided to Wefunder in your Investor Certification to determine if you are eligible to invest in We Funds or directly in Startups, as applicable. You represent that you have read and understand the risks contained in the Portfolio Company Information.
Wefunder Advisors is an investment adviser to pooled investment vehicles, each of which is a series of WeFunds, LLC (the "LLC"), that invest in the Startups described on the Site (each such series, a "We Fund" and each Startup in which a We Fund invests, a "Portfolio Company"). Members of the Site may invest in a We Fund, but Members are not clients of Wefunder Advisors. Although Wefunder and its affiliate Wefunder Advisors evaluate potential Startups and determine which Startups will be available as potential investments on the Site, you acknowledge and agree that this evaluation does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and Wefunder.
Wefunder sponsors two sections of its website, one that lists Startups that Wefunder, Inc. selects for listing on the site (the "curated site") and one for Startups that that are not selected by Wefunder (the "non-curated site"). For Startups listed on the curated site, Wefunder, Inc. performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the site; the information reviewed includes information regarding a Startup's Founders, business plan, and its current and anticipated resources. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Wefunder nor Wefunder Advisors performs any separate due diligence on the Startups either before or after they become Portfolio Companies of a We Fund. Some of the Startups listed on the non-curated site may have been considered for, but not listed on, the curated site. These Startups will have undergone the due diligence described above, subject to the same limitations described above. For all other companies listed on the non-curated site, neither Wefunder Advisors nor any of its affiliates undertakes, nor will they undertake, any due diligence about such companies, including any Portfolio Companies.
You acknowledge that as a Member of the Site, you are not a client of Wefunder Advisors.
You also acknowledge that Wefunder does not advise its Members on the merits of a particular investment or transaction or provide legal or transactional advisory services to its Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Wefunder, Wefunder Advisors, or their affiliates to buy or sell any securities or other financial instruments. Wefunder does not provide any legal, tax, investment, financial or other advice to Members. The Content has been prepared without reference to any particular Member's investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.
Wefunder provides Startups an opportunity to raise funds by allowing Members (i) to invest directly in securities issued by the Startup if invited to do so by a Startup or its Founders; or (ii) to invest in a We Fund that, in turn, invests in a Startup (each such opportunity, a "Fundraising"). If you decide to invest in a WeFund, the We Fund will invest in securities issued by the particular Startup engaged in the Fundraising. The terms of the We Fund's investment in the Startup will be negotiated between Wefunder Advisors, on behalf of the We Fund, and the Startup. The terms of your investment in the We Fund will be governed by the Subscription Agreement between you and the We Fund, pursuant to which you will make certain representations to the We Fund. Wefunder Advisors may reject your investment in a We Fund for any reason or for no reason in its discretion. Although information regarding the terms of a We Fund's investment in a Startup will be made available on the Site, the Terms of Service, this Agreement, and the Subscription Agreement will govern your investment in a We Fund.
Once you complete and submit a Subscription Agreement, you will be asked to transfer funds from your bank account into a bank account maintained at a Third Party Service Provider. You agree to comply with the terms of the Subscription Agreement and to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your Subscription Agreement, your investment in the We Fund may not be processed. If your investment is rejected, your funds will be returned to you without interest.
Your investment into a We Fund will be processed only if a predetermined minimum amount of funds are raised from Members on the Site, either in the aggregate or for investment in the We Fund, during the Fundraising (the "Funding Target"). The Funding Target is established by agreement between Wefunder and the Startup raising funds on the Site. No funds designated for investment in a We Fund will be invested in the We Fund until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest within 7 days of the termination of the Fundraising. Wefunder may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Startup to determine whether, and for how long, the Fundraising will remain open. Wefunder may also enter into an agreement with a Startup to close a Fundraising once a certain amount of funds have been raised in the Fundraising, either through a We Fund or in the aggregate, including direct investments (the "Maximum Amount"), or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by Wefunder Advisors in its sole discretion. You will receive notice from Wefunder when a We Fund for which you have submitted a Subscription Agreement has closed, and whether your subscription in the We Fund will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your Subscription Agreement. Upon closing, each investor who becomes an investor in a We Fund will be deemed to have again entered into the Subscription Agreement, including (without limitation) to have agreed to each representation therein.
You may revoke your subscription into the We Fund during the Fundraising by providing notice to Wefunder as provided on the Site. You may also revoke your subscription into the We Fund for an additional 48 hours after receiving notice that a Fundraising has closed. 48 hours after you have received notice that a Fundraising has closed, or at anytime thereafter, at Wefunder's discretion, your investment in a We Fund will be processed. Neither Wefunder, Wefunder Advisors, nor any affiliate of Wefunder will take physical custody of your funds.
You acknowledge that none of Wefunder, Wefunder Advisors, the We Fund, any of their affiliates, or any third party has represented to you that securities of any We Fund or Startup are being sold on an "all or none" basis. You acknowledge that, if the Funding Target is not reached, your funds will be returned to you without interest, within 7 days of the termination of the Fundraising.
You acknowledge that a We Fund for which you submit a Subscription Agreement has no obligation to accept your investment, and that Wefunder Advisors may, on behalf of a We Fund in which you have applied to invest, choose to accept any fraction of the investment amount stated on your Subscription Agreement with respect to such We Fund, or may reject your subscription entirely, for any reason. You acknowledge and agree that, in the event that a Startup or We Fund agrees to accept a portion of the investment amount stated in your Subscription Agreement with respect to a We Fund, such Subscription Agreement will be treated for all purposes as a Subscription Agreement to invest the amount ultimately accepted by the Startup or We Fund. If you submitted funds in excess of the investment amount accepted by the We Fund, the excess funds will be returned to you without interest in a manner determined by Wefunder Advisors in its sole discretion. You agree that you will not use the Site to seek to invest more than you would be permitted to invest if all such investments were made pursuant to section 4(6) of the Securities Act of 1933 (the "1933 Act"), as amended.
If you are invited by a Startup or one of its Founders to invest directly in securities issued by the Startup, and indicate on the Site that you intend to invest in the Startup, Wefunder will provide your information, including the information you provided in the Investor Certification and your intended investment amount, to the Startup upon the closing of the Fundraising. As with We Funds, you may withdraw your indication of interest to invest in the Startup at any time during the Fundraising, and for an additional 48 hours after receiving notice that the Fundraising has closed. Although Wefunder may disclose to the Startup, or on the Site, that you have indicated an interest in investing in the Startup, Wefunder will not supply your information to the Startup upon the close of the Fundraising if you have withdrawn the indication.
Unlike investments in We Funds, an indication of interest to invest directly in a Startup will not be processed by Wefunder, and your investment in the Startup will not be managed or supervised by Wefunder Advisors in any respect. Any transaction in the securities of the Startup will be negotiated and effected directly between you and the Startup. None of Wefunder, its affiliates, or any Third party Service Provider will collect or hold funds for investment in the Startup, and the sole involvement of Wefunder with respect to a direct investment will be disclosure to the Startup of a Member's indication of interest to invest directly in the Startup, and the provision of information regarding the Member to the Startup.
Each We Fund is a venture capital fund.
Each We Fund is a series of the LLC. Each We Fund is treated as a separate and distinct venture capital fund with its own assets and liabilities. Wefunder Advisors will implement a venture capital strategy in pursuing its investment objective, which is to invest substantially all of its assets in securities issued by a privately-held Startup. The investment objective of each We Fund is to seek investment returns through investments in the Portfolio Company.
After a Fundraising closes and the aggregate investment amount for the We Fund has been established, all investments in the We Fund will be processed, and the We Fund will begin operations. At the launch of the We Fund, the We Fund will acquire securities of a Portfolio Company through privately negotiated transactions directly with the Portfolio Company. Each We Fund's investment program generally involves: (i) the investment of substantially all We Fund assets (save funds reserved for administrative expenses) in securities of a Portfolio Company, (ii) holding such securities until (a) they are redeemed by the Portfolio Company in accordance with their terms, (b) they come due and are paid by the Portfolio Company in accordance with their terms, or (c) Wefunder Advisors identifies an opportunity to dispose of securities owned by the We Fund, which may include sales in a secondary market transaction, resale of the securities back to the Portfolio Company, or an offer or sale of securities of the Portfolio Company to the public or to other affiliated or third-party investors (a "Liquidity Event") and (iii) distribution of funds paid by the Portfolio Company, or of securities or proceeds from a cash sale or other Liquidity Event. Wefunder Advisors will generally seek to identify Liquidity Events that maximize the total return to investors.
In managing a We Fund, Wefunder Advisors may exercise management rights negotiated with a Portfolio Company on behalf of a We Fund as set forth in the agreement between the Portfolio Company and the We Fund. In addition, subject to the terms of the agreement between the We Fund and the Portfolio Company and any applicable laws, Wefunder Advisors, in its sole discretion, may, without limitation: (i) exercise any voting rights associated with securities of the Portfolio Company; (ii) exercise conversion or other rights associated with securities of the Portfolio Company; (iii) decide when and on what terms to dispose of securities owned by the We Fund, which may include sales in a secondary market transaction, resale of the securities back to the Portfolio Company, or an offer or sale of securities of the Portfolio Company to the public or to other affiliated or third-party investors; (iv) decide whether to participate in any tender offer offered by the Portfolio Company; (v) decide when to dissolve the We Fund, and administer such dissolution; and (vi) decide whether the We Fund should distribute cash and/or securities to investors.
In addition to securities of a Portfolio Company, a We Fund may also hold cash or short-term investments. A We Fund will not borrow for investment purposes.
The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Wefunder Advisors, and provide for indemnification in certain circumstances. You acknowledge that Wefunder Advisors, and any affiliate of Wefunder or Wefunder Advisors, or any member, manager or employee thereof shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Wefunder, Wefunder Advisors or an affiliate (or member, manager, or employee thereof) on behalf of a Startup. You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder. You acknowledge that none of Wefunder, Wefunder Advisors, their affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the site may not be sufficient or suitable to support an informed investment decision.
If you invest in a We Fund, you will not be a record or holder of securities of the Portfolio Company. You may not vote, exercise management rights, or dispose of securities of the Portfolio Company.
Wefunder Advisors, a Delaware limited liability company headquartered in Boston, Massachusetts, is the managing member of each We Fund. Wefunder Advisors is responsible for carrying out each We Fund's ordinary affairs, and will appoint appropriate Third Party Service Providers to the We Fund, including investment managers.
Wefunder Advisors is also the investment manager of the LLC. Wefunder Advisors is a venture capital fund adviser that is an exempt reporting adviser that has filed notice of its status as such with the Securities and Exchange Commission (the "SEC"). The sole owner and member of Wefunder Advisors is Wefunder, Inc. Pursuant to the terms of the LLC Agreement and/or one or more investment management agreements between the LLC or Specific We Funds and Wefunder Advisors, Wefunder Advisors has been delegated primary responsibility for the implementation of each We Fund's investment program, including but not limited to deciding when and on what terms to dispose of securities owned by the We Fund, when to participate in any tender offer by the Startup, whether and when to dissolve the We Fund, and whether the We Fund should distribute cash and/or securities to investors in the We Fund. The management rights exercised by Wefunder Advisors may vary on a We Fund-by-We Fund basis.
Wefunder Advisors may, in its sole discretion, to determine whether to offer follow-on and other related investment opportunities in a Portfolio Company, if such opportunities are made available, to some or all of the investors in a We Fund that previously invested in securities of that Portfolio Company or to investors who did not invest in that prior We Fund.
A portion of the money invested in the We Fund may be reserved to pay administrative fees, details of which will be disclosed to you when you invest. These fees may vary on a We Fund-by-We Fund basis and generally include expenses of operating the We Fund and Organizational Expenses. We Fund expenses may include, without limitation, (i) fees and expenses for advisors, including tax advisors, attorneys, auditors and consultants but not Wefunder Advisors; (ii) all third party costs and expenses incurred in developing, negotiating, structuring, acquiring, or otherwise transacting in investments, including brokerage, third-party finders' fees, background checks and custodial fees and expenses; (iii) the costs of any litigation, directors and officers' liability or other insurance and indemnification obligations or extraordinary expense or liability relating to the affairs of the We Fund; (iv) expenses for indemnity or contribution; (v) expenses incurred in connection with the collection of amounts due to the We Fund; (vi) the costs of liquidating or dissolving the We Fund; and (vii) any taxes, fees or other governmental charges levied against the We Fund and all expenses incurred in connection with any tax audit, investigation, settlement or review of the We Fund. Organizational Expenses encompass those incurred in connection with (i) the formation and organization of the We Fund, and (ii) the offering of interests in the We Fund, including related travel, accommodation, legal, accounting, consulting, filing, registration, marketing, publishing, selling and printing costs. No administrative fees are paid to Wefunder, Wefunder Advisors, or any of their affiliates or principals, although these entities may be reimbursed by the We Fund for documented We Fund expenses.
For accounting purposes, a We Fund may amortize its Organizational Expenses for up to 60 months. A We Fund will generally limit the amount of Organizational Expenses that are amortized so that the audit opinion issued with respect to its financial statements will not be qualified. Wefunder Advisors, or one or more of its affiliates, may, at their sole discretion, pay any such excess Organizational Expenses directly, or they will be expensed by the We Fund in the year in which they are incurred.
The investment returns experienced by investors in We Funds will be reduced by these expenses, which may have a material effect on such returns. Members that are invited by a Startup or its Founders to invest directly in the Startup on similar terms as a We Fund will not pay similar expenses, and are likely to experience better investment returns as a result.
The We Fund interests offered to Members are securities of each We Fund and not of a Startup. These securities will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction.
A We Fund will generally set a minimum subscription amount for investment for each Fundraising. Except as Wefunder may otherwise agree, investments must be paid in cash by wire transfer.
No certificates will be issued for interests in a We Fund. You will, however, receive written confirmation of your holdings.
Each We Fund will establish and maintain on its books a capital account ("Capital Account") for you, which will reflect your investment and certain other transactions.
In order to invest in a We Fund, you must be (i) an "accredited investor" as defined in Regulation D under the 1933 Act, and (ii) a United States citizen or resident, unless Wefunder Advisors determines, in its sole discretion, to admit investors that are not United States persons.
You will have no right to redeem your interests in a We Fund, unless permitted by prior written consent of Wefunder Advisors, in its sole discretion. Wefunder Advisors may, in its sole discretion, compulsorily redeem your interest, in whole or in part, on terms that Wefunder Advisors determines are reasonable. There is no secondary market for interests in the We Fund and none is contemplated, and if one were to develop, you could not sell your interests without the prior written consent of Wefunder Advisors, in its sole discretion. See "Transfer Restrictions."
Wefunder Advisors will not calculate or report a net asset value or similar calculation for the We Fund. From time to time, Wefunder Advisors may calculate an estimated value of We Fund assets when making important investment decisions for the We Fund, but that value will only be one factor Wefunder Advisors may consider in making its decisions.
You may not sell, pledge, assign or otherwise transfer any We Fund interest without the prior written consent of Wefunder Advisors, which may be withheld or conditioned upon the payment of certain fees or transaction costs in Wefunder Advisors' discretion. In addition, interests will not be registered under the federal or state securities laws and, therefore, will be subject to restrictions on transfer under those laws.
Distributions from a We Fund, if any, generally will result from the We Fund's receipt of the proceeds from the sale, redemption, or liquidation of the securities of the Portfolio Company. When authorized by Wefunder Advisors, in its discretion, distributions generally will be made in cash as available, net of fees and expenses and reasonable reserves for future We Fund expenses, but may be made in-kind at Wefunder Advisors' discretion. It is not anticipated that distributions will be made until the end of the term of the We Fund. Distributions when declared will be made to investors in proportion to their Capital Account balances and will be subject to performance-based compensation due to Wefunder Advisor. Each We Fund's LLC Agreement and We Fund-specific Appendix contains detailed information regarding the terms of the performance-based compensation payable to Wefunder Advisors.
After the end of each fiscal year, you will receive a Schedule K-1 (IRS Form 1065) reporting your share of the items of the We Fund's income, gain, loss and deduction for that fiscal year.
Each We Fund will terminate after the occurrence of a Liquidity Event so that all or substantially all of the We Fund's investments are converted to cash or publicly-traded securities, unless otherwise terminated in the sole discretion of Wefunder Advisors. In winding up the We Fund, Wefunder Advisors has sole discretion to determine if and when to liquidate securities, and investors may lose money depending on the decisions made by Wefunder Advisors.
Wefunder Advisors will receive a portion of any returns available for distribution to We Fund investors that exceed the initial aggregate investment in the We Fund. If a We Fund sells or otherwise disposes of Portfolio Company securities, Wefunder Advisors is entitled to receive compensation measured as a portion of the appreciation or net returns on that investment upon a disposition resulting in a distribution of assets to We Fund investors. This incentive allocation could give Wefunder Advisors an incentive to reject offers to purchase securities held by a We Fund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation. Before you submit a Subscription Agreement for a We Fund, you will receive information regarding the specific terms of the compensation payable to Wefunder Advisors with respect to the We Fund.
The investment returns experienced by investors in We Funds will be reduced by any performance-based compensation paid to Wefunder Advisors, which may have a material effect on such returns. Members that are invited by a Startup or its Founders to invest directly in the Startup on similar terms as a We Fund will not pay any compensation to Wefunder Advisors, and are likely to experience better investment returns as a result.
Currently, neither Wefunder Inc. nor any other affiliate of Wefunder Advisors receives compensation in connection with investments made via the Site or the operation of the We Fund. If, at a later date, Wefunder Inc. or another affiliate of Wefunder will receive compensation in connection with investments made on the Site, this Agreement or the Terms of Service will be amended to reflect any such arrangement.
Individual retirement accounts ("IRAs") are "benefit plan investors," as that term is defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and are permitted to invest in the We Fund. However, it is not expected that the assets of a We Fund will be treated as "plan assets" of such benefit plan investors for purposes of the fiduciary responsibility standards and prohibited transaction restrictions of ERISA and the parallel prohibited transaction excise tax provisions of Section 4975 of the Code. Each We Fund will limit investments by IRAs and other benefit plan investors so that such investments constitute less than 25% of the value of We Fund's assets.
Wefunder Advisors intends that a We Fund will be classified for federal income tax purposes as a partnership that is not a "publicly traded partnership" treated as a corporation. As a partnership, the We Fund will not be subject to U.S. federal income tax, but you will be required to take into account your distributive share of items of We Fund income, gain, loss and deduction substantially as though you had directly realized such items.
It is not anticipated that any We Fund will provide tax distributions to its investors.
If you are a tax-exempt entity, such as an individual retirement account, generally you will not be subject to U.S. federal income tax on your distributive share of items of income or on gains you recognizes on the sale, exchange or redemption of your interest, unless such items of income or such gain constitute unrelated business taxable income ("UBTI") for you under the Internal Revenue Code of 1986, as amended (the "Code"). A tax-exempt investor of a We Fund may have UBTI if the We Fund engages in borrowing or if that investor incurs debt to acquire its interest. The We Fund will not borrow for investment purposes; accordingly, Wefunder Advisors does not anticipate that a tax-exempt investor will have UBTI from debt-financed property as a result of its investment in a We Fund unless that investor incurs debt to acquire its interest. Tax-exempt investors should consult their tax advisers about the tax consequences of an investment in a We Fund.
The following considerations apply to any investor who is not a United States person as defined in the Code (a "Non-US Investor"). Non-US Investors are allowed to invest in the We Fund only with the permission of Wefunder Advisors.
In general, a non-US Investor's allocable share of US-source dividends and certain other types of passive income earned by the We Fund will be subject to US federal withholding tax at a rate of 30% or such lower rate as may be provided under an applicable tax treaty.
A non-US Investor that is not otherwise subject to US taxing jurisdiction will not be subject to US federal income tax on its allocable share of gains of the We Fund so long as the We Fund is not engaged in a trade or business within the United States. The We Fund does not anticipate that its investment activities will cause it to be treated as being engaged in the conduct of a trade or business in the United States. If the We Fund were considered to be engaged in a U.S. trade or business, a non-US Investor would be required to file a U.S. federal income tax return and pay tax on its allocable share of the We Fund's income that was treated as effectively connected with that U.S. trade or business. In the case of a non-US Investor that is a foreign corporation, an additional 30% branch profits tax might be imposed. In addition, in such event the We Fund would be required to withhold taxes from the income or gain allocable to such non-U.S. Investor. Any amounts so withheld would reduce amounts otherwise distributable to such non-U.S. Investor.
Special rules may apply to a non-US Investor that (1) has an office or other fixed place of business in the United States to which such gain is attributable, (2) is a former citizen or resident of the United States, a controlled foreign corporation, a foreign insurance company that holds interests in connection with its US business, a passive foreign investment company, or a corporation that accumulates earnings to avoid U.S. federal income tax, or (3) is present in the United States for 183 days or more during a taxable year. These persons in particular are urged to consult their U.S. tax advisers before investing in the We Fund.
Non-US Investors may need to provide additional certifications to avoid a 30% U.S. withholding tax that applies to US-source dividends and certain other types of passive income starting after 2013 and to gross proceeds from the sale after 2016 of assets producing US-source dividends and interest under recent legislation commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA."
YOU SHOULD CONSULT YOUR OWN TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING INTERESTS.
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a We Fund. You should also carefully consider the following risks prior to investing in the We Fund:
An investment in a We Fund involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a We Fund is not intended as a complete investment program. There can be no assurance that the investment objective of any We Fund will be met. We Funds invest in early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.
None of Wefunder, Wefunder Advisors, or any of their affiliates guarantee the future performance or financial results of the We Fund, and an investment in the We Fund may result in a gain or loss upon termination or liquidation of the We Fund. It is possible that you will have "phantom income," which could require you to pay taxes on your investment in a We Fund even though the We Fund does not distribute any income (or does not distribute sufficient income to pay the taxes).
You will not receive audited financial statements with respect to any We Fund, and you will receive only limited information about each such We Fund and the Portfolio Company to which that We Fund relates. You will not receive ongoing information about the value or valuation of the We Fund, the Portfolio Company or the securities of the Portfolio Company held by the We Fund, and you understand and agree that any such valuation information would in any event be of limited reliability and use.
Investing in privately offered securities, whether directly or through an investment in a We Fund, entails a significant degree of risk and, therefore, should be undertaken only by investors capable of evaluating and bearing those risks. Venture company investments, such as those in the Startups, involve a high degree of risk and many or most venture company investments lose money.
The interests in a We Fund have not been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction, and therefore an interest in a We Fund cannot be resold, pledged, assigned or otherwise disposed of unless it is so registered or an exemption from registration is available. A limited market exists for the sale of a Portfolio Company's securities, and the transferability of those securities is generally restricted. In the event that Wefunder determines to distribute a Portfolio Company's securities to investors, there may be no market through which the Portfolio Company's securities may be sold, and even if there were such a market, the transfer of a Portfolio Company's securities may be subject to significant legal and contractual restrictions, including Federal and state securities laws and regulations. Neither Wefunder Advisors nor any of its affiliates are under any obligation to register interests in a We Fund on your behalf or to assist you in complying with an exemption from registration under the 1933 Act.
In addition, if a distribution of a Portfolio Company's securities is made prior to the existence of a public market for such securities, the securities distributed would not be registered under Federal securities laws or qualified under any state securities law. Any sale would be required to be made in reliance upon exemptions under those laws. Unless a Portfolio Company's securities are registered with the SEC and any required state authorities, or an appropriate exemption from registration is available, if you receive a Portfolio Company's securities in a distribution from a We Fund, you may be unable to liquidate those securities, even though your personal financial condition may dictate such liquidation. Moreover, the resale of any Portfolio Company's securities following a distribution to investors will generally be subject to Rule 144 of the Securities Act. If you intend to sell Portfolio Company securities distributed to you by the We Fund, you may be required to aggregate your sales with sales made by other investors for some period of time following the distribution of such securities by the We Fund. Therefore, if you require liquidity in your investment, you should not invest in a We Fund.
Your interest in a We Fund generally can not be traded and can not be redeemed. Your ability to transfer your interest in a We Fund is subject to contractual, legal and regulatory restrictions. Your interest in a We Fund can only be transferred with the prior written authorization of Wefunder Advisors, which may be withheld in Wefunder Advisors' absolute discretion. You may not be able to transfer your interests in a We Fund at the time or at the price you seek to make a transfer of your interests. You typically must hold your interest in a We Fund until a Liquidation Event has occurred.
As investment manager of each We Fund, Wefunder Advisors makes all investment and other decisions for each We Fund, including (without limitation) whether and on what terms to dispose of securities of a Portfolio Company held by a We Fund, whether to exercise any conversion, warrant or similar rights on any Portfolio Company securities held by a We Fund, and whether and how to vote on any proxy or other voting matters related to the Portfolio Company. You will have no right to manage or influence the management of any We Fund or of the LLC, and except as required by law; you have no right to remove Wefunder Advisors. You should not invest in a We Fund unless you are willing to entrust all aspects of the management of the We Fund to Wefunder. Any determination as to whether to distribute securities, or sell the securities and distribute cash, will be made by the Wefunder Advisors, in its sole discretion.
Wefunder Advisors may, in its sole discretion, to determine whether to offer follow-on and other related investment opportunities in a Portfolio Company to some or all of the investors in a We Fund that previously invested in securities of that Portfolio Company, or to investors who did not invest in that prior Fund.
Wefunder Advisors may, in its sole discretion: (a) refuse to permit any person to invest in a We Fund or in the LLC, or may limit the amount a person may invest in any We Fund or the LLC; and (b) compulsorily redeem an investor's interest in one or more Fund, in whole or in part, on terms that the Wefunder Advisors determines are reasonable.
Wefunder typically will not obtain representation on the board of directors or have any control over the management of any Portfolio Company. The success of any We Fund investment depends on the ability and success of the management of a Portfolio Company, in addition to economic and market factors. Valuations may fluctuate considerably and the price paid for a Portfolio Company's securities may bear limited or no relationship to future valuations of the Portfolio Company's securities in any market that may develop for such securities, whether private or public.
An investment in a We Fund, rather than a direct purchase of a Startup's securities, requires that investors pay administrative expenses of the We Fund and performance-based compensation to Wefunder Advisors, which would not otherwise be incurred by an investor making a direct investment in securities of the Portfolio Company. Each We Fund may bear all or part of its own organizational, operating and third party expenses, which may be significant in terms of the size and assets of the We Fund. In addition, each We Fund will allocate to Wefunder Advisors performance-based compensation in the form of an incentive allocation, representing a portion of any investment gains realized by the We Fund. The expenses and incentive allocation will reduce the amount received by investors in each We Fund, and the incentive allocation could give the Wefunder Advisors an incentive to reject offers to purchase securities held by a We Fund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation. An investor may or may not be able to directly purchase a Portfolio Company's securities at a price and upon terms that would be more economically advantageous than the We Fund in which he, she or it invests.
Each We Fund may allocate certain extraordinary fees and expenses under the terms of its governing documents. Such fees and expenses will be allocated among the investors in a We Fund in accordance with terms of the governing documents. Such fees or expenses may reduce, perhaps materially, your return on investment.
Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding the Startup. Any decision to purchase shares of a Startup indirectly through a We Fund must be made without certainty of the Startup's financial and operating data. In the context of other investment decisions, such data might be a necessary part of an investor's appraisal of the advisability of making an indirect investment in the Startup. Investors considering an investment in a We Fund must be aware that there is a risk that: (i) there are facts or circumstances pertaining to a Startup that the public, the We Fund and you are not aware of, and (ii) publicly available information and information on the Site concerning the Startup upon which the We Fund and you rely may prove to be inaccurate, and, as a result, the We Fund and in turn you may suffer a partial or complete loss of the investment.
You should read and understand the risk factors contained in the Portfolio Company Information before investing in a We Fund. Each Portfolio Company is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in securities issued by that Portfolio Company (including through a We Fund), and that the Wefunder has no ability to assure, and have not in any way assured, that any or all such risk factors, conflicts of interest and other disclosures have been presented fully and fairly, or have been presented at all.
A Portfolio Company's securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Portfolio Company's securities and thus, the ultimate value of any We Fund investment depends upon factors beyond Wefunder's control. You will typically not receive distributions, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.
Each We Fund is a newly formed entity with no performance record.
A We Fund investment is not a complete or diversified investment program and should represent only a small portion of a potential investor's portfolio.
The Terms of Service, this Agreement, and the subscription documents contain limitations on the liability of Wefunder, Wefunder Advisors and their affiliates for any action taken, or any failure to act, on behalf of a We Fund unless there is a judgment or other final adjudication adverse to it establishing that Wefunder's acts or omissions involved intentional misconduct or a knowing violation of law. The governing documents also provide for indemnification of Wefunder and its affiliates and advancement of certain expenses for any losses for which Wefunder is absolved from liability under the terms of the applicable governing documents.
Under the Delaware Limited Partnership Act, members of a limited partnership such as a We Fund may be liable to return prior distributions made to them by a We Fund in the event that such We Fund becomes insolvent subsequent to the date of such distributions.
Generally, Wefunder Advisors will manage the We Fund and other funds, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder, Inc. Each of Wefunder Advisors, Wefunder, Inc. and each We Fund are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder Advisors and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a We Fund.
Wefunder Advisors will devote the time reasonably required to manage the We Fund. Wefunder Advisors and its affiliates, members, managers, officers and/or employees may be engaged in other businesses and activities, including exercising investment advisory and management responsibility and buying, selling or otherwise dealing with investments for their own accounts, for the accounts of family members, and for the accounts of other clients, including with respect to some of the types of investments that Wefunder Advisors will purchase or sell on behalf of a We Fund.
Each of these persons may give advice and take action in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to a We Fund. Wefunder Advisors will have no obligation to purchase or sell for a We Fund any investment that the Wefunder Advisors or its affiliates, members, managers, officers and/or employees purchase or sell, or recommend for purchase or sale, for its or their own accounts, for the account of any other client. A We Fund will not have any rights of first refusal, co-investment or other rights in respect of the investments made by Wefunder Advisors and its affiliates for other clients, or in any fees, profits or other income earned or otherwise derived from them. If a determination is made that a We Fund and another client of Wefunder Advisors should purchase or sell the same investments at the same time, Wefunder Advisors will allocate these purchases and sales as it considers equitable to each. You will not, by reason of being an investor, have any right to participate in any manner in any profits or income earned or derived by or accruing to Wefunder Advisors or its affiliates from the conduct of any business (other than the We Fund's business) or from any transaction in investments effected by Wefunder Advisors or any of its affiliates for any account other than that of the We Fund.
Except as disclosed in the privacy notice of Wefunder, which is posted on Wefunder's website, as authorized by a Member, or as required by law, Wefunder does not disclose or share nonpublic personal information about investors to anyone.
Consistent with its privacy notice, Wefunder may share nonpublic personal information about Members with affiliates and non-affiliates for Wefunder's everyday business purposes or to market Wefunder's services to investors. Members and investors in the funds managed by Wefunder Advisors (together, "Investors") cannot limit these types of sharing.
The types of information that Wefunder may collect include (among others) account information, contact information, and information about an Investor's employment, assets, income, investment experience and transactions, and other nonpublic personal information. We may collect this information at many points in our relationship with you, including when you first sign up for the site, when we determine your accredited investor status, or when you purchase interests in a We Fund, among others.
The types of third parties which whom Wefunder might share such information include, but are not limited to, the following:
Wefunder does not access or store certain confidential customer information that Investors submit through Wefunder's website. Specifically, Wefunder does not access or store bank account information used to execute investments on the website, which instead is routed upon receipt directly to a bank.
When Wefunder does have access to and/or maintain nonpublic personal information about Investors, it seeks to protect it in several ways:
You consent to the disclosure by Wefunder of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Site. Without limiting such consent, or any other lawful use of your name by Wefunder, you specifically consent to disclosure by Wefunder to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by Wefunder to any Startup or User, or combination of Startups or Users, that you have invested in one or more We Fund through the Site, and the number of such investments. You may withdraw this consent at any time by contacting Wefunder.
You acknowledge that you understand that any privacy statements, reports or other communications regarding the We Funds and your investment in a We Fund (including annual and other updates, and tax documents) will be delivered via electronic means, including through wefunder.com. You hereby consent to electronic delivery as described in the preceding sentence. In so consenting, you acknowledge that email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. You also acknowledge that an email from Wefunder may be accessed by recipients other than you and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. Wefunder does not give any warranties in relation to these matters.
You agree to be bound by any affirmation, assent or agreement you transmit through Wefunder by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent you give to receive communications from us solely through electronic transmission. You agree that when you click on an "I agree," "I consent" or other similarly worded "button" or entry field with your mouse, keystroke or other device, your agreement or consent will be legally binding and enforceable and will be the legal equivalent of your handwritten signature.
I have read the Terms of Service (the “Terms of Service”) and understand that the Terms of Service govern my use of the Site and the Services (as those terms are defined in the Terms of Service).
I represent and warrant to Wefunder that the information submitted about my company is correct and complete. I understand and agree that if any event occurs or circumstance arises that causes the information in my company’s profile to be untrue or misleading in any material respect, then I must update such information to make it true and correct in all material respects prior to using the Site to raise capital. I agree that I am fully responsible for the accuracy of any information related to a my company that I upload, and I am fully responsible for any and all consequences and claims related to any investment that is made in my Company through the Site in reliance upon such information.
I UNDERSTAND THAT THE OFFER AND SALE OF SECURITIES – INCLUDING, WITHOUT LIMITATION, STOCK, OPTIONS, CONVERTIBLE DEBT, WARRANTS AND OTHER SIMILAR INSTRUMENTS – IS REGULATED BY FEDERAL AND STATE LAW (“SECURITIES LAWS”), AND THAT IF I USE THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES I MUST DO SO IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
I UNDERSTAND THAT WEFUNDER MAKES NO REPRESENTATION OR WARRANTY THAT TRANSACTIONS CONDUCTED THROUGH THE SITE WILL BE IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS. I ACKNOWLEDGE THAT USE OF THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES DOES NOT CONSTITUTE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, AND MAY VIOLATE APPLICABLE SECURITIES LAWS IN CERTAIN JURISDICTIONS.
I UNDERSTAND THAT WEFUNDER IS NOT A “BROKER, “DEALER” OR “FUNDING PORTAL,” AS THOSE TERMS ARE DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
IN ADDITION TO, AND NOT IN LIMITATION OF, THE DISCLAIMERS, EXCLUSIONS ON WARRANTIES AND LIMITATIONS ON LIABILITY SET FORTH IN THE TERMS OF SERVICE, I AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW WEFUNDER SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM OR RELATED TO ANY TRANSACTION IN SECURITIES CONDUCTED THROUGH THE SITE.
In addition to, and not in limitation of, the indemnity set forth in the Terms of Service, I agree to defend Wefunder, its subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, stockholders, members, agents, partners and employees (the “Wefunder Indemnitees”), from and against any and all claims, actions, suits, demands or other proceedings brought by or on behalf of any third party, and to indemnify and hold the Wefunder Indemnitees harmless against any losses, liabilities and other damages (including, but not limited to, reasonable attorneys’ fees), in any case arising out of or related to my use of the Site and the Services in connection with any transaction in securities. I understand this defense and indemnification obligation will survive following the termination of my use of the Site and the Services.
I agree that Wefunder shall have the right, but not the obligation, to list my company on the Site as a customer who uses the Services and in other materials promoting the Services. I further agree that if I use the Site to raise capital for my company, Wefunder has the right, during and after the term of this Agreement, to list my company and details of the transaction on the Site and in other materials promoting the Services.
[If you are accessing the Site and/or using the Services (defined in the Terms of Service) on behalf of an entity, your agreement to these terms will be treated as the agreement of the entity you represent, and all references to “you” herein shall include the entity you represent.]