Wefunder Terms & Conditions
Wefunder connects investors and startups
These Wefunder Terms and Conditions contain three parts. Part A, Terms of Service governs the general terms of service for the Site and the Services; Part B, Investor Agreement governs the use of the Site by Investors and investments in Offerings hosted on the Site; and Part C, Startup Agreement governs certain matters applicable to Startups using the Site and/or Services.
A. Terms of Service
Wefunder, Inc. and it's affiliates (together, "Wefunder," "we," "us," "our" or the "Company") operate the website located at wefunder.com, communityround.com and xx.team and the Wefunder Android and iOS applications (the "Site"). Our mission is to connect entrepreneurs ("Founders") 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, including gift cards for investing in early-stage companies ("Wefunder Gift Cards") and Wefunder Cash (see "Wefunder Cash" below), to facilitate fundraising by Founders for their Startups. Wefunder also provides supplementary materials that educate both Founders 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, including Wefunder Cash are collectively referred to as the "Services."
1. Acceptance of the Terms of Service; Changes
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, OR IF YOU ARE NOT ELIGIBLE, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE SERVICES.
If you are not a resident of the European Union, this TOS provides that all disputes between you and Wefunder will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 15.3 ("Dispute Resolution") for the details regarding your agreement to arbitrate any disputes with Wefunder.
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 have the authority to bind the entity you represent to the TOS. Your agreement to this TOS 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.
2. Privacy Policy; Additional Terms.
Use of the Site and the Services is subject to the Wefunder Privacy Policy (the "Privacy Policy"). The terms of the Privacy Policy are incorporated into the TOS by this reference. (To view the Privacy Policy, click here.)
Your access to and/or use of certain portions of the Site and certain of the Services will require you to accept terms and conditions applicable to such Services which are in addition to the terms of the TOS and will be presented to you for your acceptance when you sign up for such Services (the "Additional Terms"). For Investors, "Additional Terms" includes the Investor Agreement. For Founders and Startups, "Additional Terms" includes the Startup Agreement. The TOS, the Privacy Policy and the Additional Terms (collectively, the "User Agreements") set forth the terms and conditions that apply to your use of the Site and the Services. To the extent there is any conflict between the TOS and any Additional Terms, the Additional Terms will prevail.
3. Eligibility.
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.
4. Access to the Site and the Services
4.1 General Access.
Subject to your compliance with the Agreement, 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 or mobile application 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 or mobile application. 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.
4.2 Registered Users.
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 protected]. 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. Use of the Site and Services
5.1 Generally
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 Your Conduct When Using 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 Your Interactions with Other Users
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.
6. Prohibited Content/Conduct.
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:
- Posting, uploading or transmitting any content that violates any privacy right, publicity right, patent, trademark, trade secret, copyright or other proprietary right, or contract right or other right of any party;
- Posting, uploading or transmitting any content or engaging in any conduct that is offensive, harmful, threatening, abusive, harassing, defamatory, libelous, or obscene or that is unlawful in any manner or that degrades, intimidates, promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual, including, without limitation, on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Posting, uploading or transmitting any content that is pornographic or that exploits people (adults or children) in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains a link to any of the foregoing types of content or to an adult website or in any way using the Site or the Services in connection with any adult entertainment or pornography business;
- Copying, reproducing, modifying (including, without limitation, altering, obscuring, deleting, etc. any copyright or other legally required notices, credits, logos, trademarks, etc.), creating derivative works from, or distributing in any manner or medium any content posted on the Site or through the Services in any manner that is in violation of the terms of the User Agreements or other applicable agreements;
- Impersonating any person or entity, or submitting any materials to the Site or through the Services that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of the TOS or the Additional Terms, including, without limitation, utilizing misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of any content transmitted to the Site or through the Services;
- Except as explicitly permitted by the TOS and Additional Terms, or otherwise pre-approved in writing by Wefunder, engaging in any commercial activity on the Site or including any links to commercial services or websites or uploading, posting or otherwise transmitting any content that contains advertising or any solicitation regarding products, goods or services;
- Interfering with any user's right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;
- Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, "junk mail," "chain letters," unsolicited mass mailing, "spimming," or "spamming";
- Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Site or impair the proper functioning of the Site or the Services, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the Site or the Services; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Site or the Services;
- Accessing or attempting to access the Site or the Services using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Site or the Services;
- Using the communication systems provided by the Site for any solicitation or other commercial purposes, except as explicitly permitted by the User Agreements or otherwise authorized by Wefunder, or Wefunder and the specific user, as applicable;
- Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Site regarding illegal activities with the intent to commit them;
- Making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, in connection with the purchase or sale of any security; and
- Engaging in any conduct that in Wefunder's sole discretion restricts or inhibits any other user from enjoying the use of the Site or any of the Services.
7. Pricing and Payment
Wefunder reserves the right to charge fees for use of the Site or specific Services, and may change the fees that it charges. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. 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. Wefunder will charge the payment method you specify at the time of purchase. You authorize Wefunder to charge all sums as described on the Site for the Services you select, to that payment method. If you pay any fees with a credit card, Wefunder may seek pre-authorization of your credit card account prior to your transaction to verify that the credit card is valid and has the necessary funds or credit available to cover your transaction.
8. Proprietary Property.
8.1 Wefunder Proprietary Property.
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 (if any) 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.
8.2 Third Party Proprietary Property.
The Services may contain proprietary property/content provided by third party Wefunder licensors (such as logos, copyrights, trademarks, etc.) ("Third Party Proprietary Property"). Unless otherwise expressly provided by the TOS or the Additional Terms, your use of the Third Party Proprietary Property is strictly prohibited.
8.3 Use of Proprietary Property
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.
9. Protecting Intellectual Property; Digital Millennium Copyright Act.
9.1 General.
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.
9.2 DMCA Notification.
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., 1885 Mission St., San Francisco, CA 94115; email: [email protected]
9.3 Counter-Notice.
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.
10. Links to Third Party Sites.
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.
11. Submitted Ideas/Feedback.
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, and you hereby irrevocably assign, 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.
12. Disclaimer; Exclusion of Warranties.
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.
13. Limitation on Liability.
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. ANY LIMITATION OF LIABILITY IN THIS TOS OR ANY OTHER USER AGREEMENT SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, BUT NO LIMITATION OF LIABILITY IN ANY USER AGREEMENT IS INTENDED TO LIMIT THE RIGHTS OF ANY PERSON UNDER FEDERAL AND STATE SECURITIES LAW.
14. Termination.
You may terminate your account at any time by contacting Wefunder at [email protected]. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you violate any provision of this TOS, your permission from Wefunder to use the Services will terminate automatically. In addition, Wefunder may in its sole discretion terminate your user account for the Site or Services or suspend or terminate your access to the Site or Services at any time for any reason or no reason, with or without notice. Wefunder also reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.
15. Governing Law; Disputes; Arbitration.
15.1 Governing Law; Venue and Jurisdiction; Waiver of Jury Trial.
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. If a lawsuit or court proceeding is permitted under a User Agreement, then you and Wefunder agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Suffolk County, Massachusetts for the purpose of litigating any dispute. 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 ANY USER 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 TOS.
15.2 Disputes With Other Users.
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.
15.3 Dispute Resolution.
15.3.1. Generally. In the interest of resolving disputes between you and Wefunder in the most expedient and cost effective manner, and except as described in Section 15.3.2, you and Wefunder agree that every dispute between you and any Wefunder affiliate arising in connection with the User Agreements will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of any User Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this TOS. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TOS, YOU AND WEFUNDER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
15.3.2. Exceptions. Despite the provisions of Section 15.3.1, nothing in any User Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; (d) to file suit in a court of law to address an intellectual property infringement claim; or (e) pursue any available remedies under federal or state securities law.
15.3.3 Arbitrator. Any arbitration between you and Wefunder will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this TOS, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Wefunder.
15.3.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). Wefunder's address for Notice is: Wefunder, Inc., 1885 Mission St., San Francisco, CA 94115. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Wefunder may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Wefunder must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Wefunder will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Wefunder in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.
15.3.5. Fees. If you commence arbitration in accordance with this TOS, Wefunder will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Suffolk County, Massachusetts, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Wefunder for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
15.3.6 No Class Actions. YOU AND Wefunder AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Wefunder agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
15.3.7 Modifications to this Arbitration Provision. If Wefunder makes any future change to this arbitration provision, other than a change to Wefunder's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Wefunder's address for Notice, in which case your account with Wefunder will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
15.3.8. Enforceability. If Section 15.3.6 is found to be unenforceable or if the entirety of this Section 15.3 is found to be unenforceable, then the entirety of this Section 15.3 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15.1 will govern any action arising out of or related to any User Agreement.
16. Indemnity.
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 against 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.
17. Other Terms.
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. If we assign these Terms and your rights materially change, we will notify you and you will have the right to cancel your agreement to these Terms by cancelling your account. 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.
We reserve the right to amend provisions of these Terms at any time, subject to the conditions set out below, if such amendment is reasonable for you, taking into account our interests, and provided that it does not change our main obligations under the contract to your disadvantage. This applies in particular if we have an amendment reason as outlined below.
A reason for the amendment exists:
- if the change is merely advantageous for you;
- if the change is purely technical or procedural, unless it has a material effect on you;
- to the extent that we are obliged to bring these Terms into conformity with applicable law, in particular if the applicable legal situation changes or we are obliged to do so by a court judgment or a decision of the authorities against us; or
- to the extent that we introduce additional services, services or service elements that require a service description in these Terms.
If we make changes to these Terms, we will notify you by email and by posting a notice to the Services prior to the effective date of the changes. We will also indicate at the top of these Terms the date that revisions were last made. Changes will be deemed approved if you do not object to them electronically within 4 weeks of the announcement of the respective change, provided that in the announcement, we will inform you that the amended Terms shall be deemed to have been accepted by you if you do not object to the new Terms within the aforesaid period after receipt of the e-mail.
Force Majeure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, a significant failure of the Internet, fire, flood, acts of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, pandemic, government requirement, civil disturbances, or civil or military authority.
Notice Regarding Apple. If the Services that you use include a mobile application that you download, access and/or use and that runs on Apple's iOS operating system (an “iOS App”), you acknowledge and agree that: (i) the iOS App may only be accessed and used on a device owned or controlled by you and using Apple's iOS operating system; (ii) these Terms are between you and us, and not with Apple; (iii) Apple has no obligation to provide any support or maintenance services in relation to the iOS App, and if you have any maintenance or support questions in relation to the iOS App, please contact us, not Apple; (iv) except as otherwise expressly set forth in these Terms, any claims relating to the possession or use of the iOS App are between you and us (and not between you, or anyone else, and Apple); (v) in the event of any claim by a third party that your possession or use (in accordance with these Terms) of the iOS App infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and (vi) although these Terms are entered into between you and us (and not Apple), Apple, as a third party beneficiary under these Terms, will have the right to enforce these terms against you.
In addition, you agree that: (i) you are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country; and (ii) you are not listed on any United States Government list of prohibited or restricted parties; and (iii) if the iOS App does not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of the iOS App (if any) to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition or other term in relation to the iOS App and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to the iOS App or as a result of you or anyone else using the iOS App or relying on any of its content.
Notice Regarding Google.If the Services that you use includes a mobile application that you download, access, and/or use from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and us only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) we, and not Google, are solely responsible for our Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Terms as it relates to our Google-Sourced Software.
Interest. Any interest earned on funds held in escrow will be paid to Wefunder and will not be paid to any investors or issuers.
18. Additional Terms and Conditions Related to Wefunder Gift Cards.
If you have any questions regarding Wefunder Gift Cards, please contact Wefunder at [email protected]
18.1 General; Face Value.
Wefunder offers Wefunder Gift Cards, which are redeemable for investments in Startup offerings on the Site (each, a "Wefunder Investment"). A Wefunder Gift Card is a convenient way to give family and friends the ability to invest in Startups. When you buy a Wefunder Gift Card, you will choose a face value (for example, $50). Wefunder Gift Cards may be purchased with any face value up to $2,000. The total face value of gifts (not limited only to Wefunder Gift Cards) that you can give to a particular recipient without potentially incurring tax liabilities is $17,000 in a calendar year.
Wefunder does not charge a fee for purchasing electronic Wefunder Gift Cards, but if your purchase is made using a credit card, Wefunder will pass along any applicable credit card fees to you in the total price you pay.
Wefunder charges a $7 fulfillment fee for each physical Wefunder Gift Card purchased (which are delivered through the mail), and if your purchase is made using a credit card, Wefunder will pass along any applicable credit card fees to you in the total price you pay.
18.2 Limits on Purchases of Wefunder Gift Cards.
The purchase of Wefunder Gift Cards is only permitted by persons who are 13 years of age or older. Any purchase of a Wefunder Gift Card must be authorized by the person whose credit card or bank account is used in the transaction.
No person may purchase Wefunder Gift Cards with collective face values of $10,000 or more in a single day.
18.3 General Requirements for Redeeming a Wefunder Gift Card.
Wefunder Gift Card recipients must be able to access the Site over the Internet in order to redeem their Wefunder Gift Cards.
Wefunder Gift Card recipients that do not already have Accounts will be required to:
- Open an Account with Wefunder;
- Provide contact and biographic information; and
- Provide certain information and representations regarding their income and net worth and certain aspects of their investment history.
There is no fee to redeem Wefunder Gift Cards [(though Startups may charge fees upon investment such that an amount that is less than the face value of the Wefunder Gift Card will ultimately be invested in the Startup)].
18.4 Eligibility to Redeem Wefunder Gift Cards for Wefunder Investments; Limitations on Wefunder Gift Card Redemption Options.
Age restrictions.
Redemption of Wefunder Gift Cards is not permitted by persons who are under 13 years of age. If a Wefunder Gift Card recipient is between 13 years of age and 18 years of age (or, if different from 18, the age of majority in the jurisdiction in which the recipient is located), he or she may only redeem Wefunder Gift Cards under the supervision of a parent or legal guardian. Wefunder reserves the right to require Wefunder Gift Card recipients to provide Wefunder with proof of age and, if applicable, approval of use of the Site and the Services by a parent/legal guardian. Wefunder may terminate a Wefunder Gift Card recipient’s access to and use of the Site and the Services without warning if it determines that the recipient does not meet the foregoing eligibility requirements.
Income, net worth and other restrictions.
The ability of each recipient of a Wefunder Gift Card to invest in Startup offerings on the Site will depend on their financial circumstances and investment history, pursuant to the eligibility requirements (the "Eligibility Requirements") of each type of offering available on the Site.
For example:
- Recipients who are not "accredited investors" (as defined in Regulation D under the 1933 Act) because they do not have a certain level of income or net worth will not be able to redeem Wefunder Gift Cards for Wefunder Investments offered under Regulation D under the 1933 Act, and will be limited in the amount they can invest in certain types of Wefunder Investments offered under Regulation A under the 1933 Act.
- Recipients seeking to invest in Wefunder Investments offered under Regulation Crowdfunding under the 1933 Act ("Reg CF") will be limited with respect to the total amount they can invest in any particular Regulation CF offering, which amount will depend on their annual income or net worth.
- Recipients who have already invested in Reg CF offerings in the prior 12 months may be limited in the amount they can invest in a Wefunder Investment offered under Reg CF, or may be prohibited from investing in such Wefunder Investments altogether for a period of time.
Accordingly, the Eligibility Requirements as applied to a particular Wefunder Gift Card recipient may result in there being an unpredictable number and type of Wefunder Investments available for investment at any one time, and there is no guarantee that there will be any Wefunder Investment in which a particular Wefunder Gift Card recipient is eligible to invest at all times. As a consequence, it is possible that a Wefunder Gift Card recipient may not be able to redeem a Wefunder Gift Card for a certain period of time.
For more information on the Eligibility Requirements, please refer to Section 3.5.2, Section 4.3.8, and Section [5.3.8] of the Investor Agreement.
Limitations of offerings.
Recipients may be limited in the amount they can invest in a particular Wefunder Investment if the face value of a Wefunder Gift Card is less than the minimum investment amount required by such Wefunder Investment. However, Wefunder Gift Card recipients can add funds from their personal bank accounts (subject to meeting the Eligibility Requirements and Wefunder’s anti-money laundering review) to supplement the face value amount of any Wefunder Gift Card they have received.
Discretion of Startup.
Once a Wefunder Gift Card recipient has applied to invest in a particular Wefunder Investment, the applicable Startup and/or Wefunder Advisors (as applicable) will determine whether to accept the investment by the Wefunder Gift Card recipient, in whole or in part, in its discretion. It is not guaranteed that a Startup will accept a Wefunder Gift Card recipient’s request to invest.
No Guarantee of Diverse Wefunder Investment Options for Redemption.
Wefunder has no control over which and how many Startups will seek to sponsor offerings through the Site at any time and cannot guarantee that a diverse number, or any number, of Wefunder Investments will be available for investment on the Site at any time. Accordingly, Wefunder Gift Card recipients may be limited in the number and type of Wefunder Investments in which they can invest.
No Cash Redemptions.
Wefunder Gift Cards are not redeemable for cash.
18.5 Gift Cards are Not Securities.
Regardless of when a Wefunder Gift Card is redeemed, the face value of the Wefunder Gift Card will stay fixed, and will not fluctuate with the market, because Wefunder Gift Cards are not securities. The Wefunder Gift Cards are not subject to the protections afforded by the federal securities laws because they are simply stored value cards. The Wefunder Gift Cards are not FDIC insured. None of Wefunder or its affiliates is a registered broker-dealer or a member of the Securities Investor Protection Corporation ("SIPC").
Once the Wefunder Gift Card recipient redeems the Wefunder Gift Card for a Wefunder Investment, the value of the Wefunder Investment will fluctuate with the market, which means there is a potential for gains and a risk of loss.
18.6 Misuse of Gift Cards.
Wefunder Gift Cards are not intended to be used as a way to transfer money from one person to another. Wefunder and/or its affiliates will monitor transactions for such activity or any other activity that may constitute misuse of a Wefunder Gift Card or that is potentially suspicious or illegal, and reserve the right to coordinate and share information as needed to ensure transactional and system integrity. Wefunder reserves the right to change any of the above terms and conditions to protect its customers and the integrity of its business, or as required by law.
18.7 Refund Policy; Expiration Policy.
Wefunder Gift Cards are non-refundable, but you always have the option of claiming the Wefunder Gift Card yourself or giving it to someone else.
Wefunder Gift Cards do not expire. However, as each Wefunder Investment will only be available for investment on the Site for a certain period of time, Wefunder Gift Cards are not guaranteed to be redeemable for any particular Wefunder Investment at any time.
18.8 Other Information related to Wefunder Gift Cards.
Payment.
We accept all major credit cards. Once you complete your purchase, you will receive an email receipt with a PDF of the Wefunder Gift Card.
Wefunder accepts credit cards for the convenience of our users for the purpose of purchasing a Wefunder Gift Card. Credit cards cannot be used to purchase Wefunder Investments directly. Please note that many credit cards charge interest when you carry a monthly balance, but may not charge interest if you pay the outstanding balance by the payment due date. Please contact your credit card company if you’re not sure how interest is calculated for your card.
Delivery.
You can instruct Wefunder to email the Wefunder Gift Card to the
recipient, or you can print a hardcopy and give it to the recipient yourself. Physical gift cards will be delivered via regular United States Postal Service service to the address provided for the recipient upon purchase of the Wefunder Gift Cards.
Expedited delivery is available upon request for an additional fee, which will be charged in addition to the $7 fee charged for each physical Wefunder Gift Card.
Wefunder VIP Gift Membership.
Users can purchase a VIP membership for another individual. Along with purchasing the membership, the purchaser could also contribute funds as a gift to the recipient. These gifted funds can be redeemed for Wefunder Investments and will follow the Wefunder Gift Card terms outlined in section 18.
19. Additional Terms and Conditions Related to Wefunder Cash
If you have any questions regarding Wefunder Cash, please contact Wefunder at [email protected].
19.1 General
Wefunder Cash is a virtual wallet used for making investments into companies on Wefunder and receiving refunds and payouts from Wefunder investments. It can be accessed at www.wefunder.com/cash. You may fund your Wefunder Cash Account by navigating to the Wefunder Cash page and initiating a transfer from your bank account or sending a wire transfer. You may also fund your Wefunder Cash Account during the investment flow, when making a reservation in a U.S. company that is in the “testing the waters” stage.
Once you have funded your Wefunder Cash Account, you can choose to allocate those funds to any U.S. offering on Wefunder by selecting Wefunder Cash as your payment option on the checkout screen. You may allocate such funds from your Wefunder Cash Account only to the extent of your balance in the Account at the time of your allocation. Any attempts to allocate to an offering or to withdraw amounts in excess of the balance in your Wefunder Cash Account will be denied. All funds in Wefunder Cash are held in third-party escrow accounts with Wefunder’s banking providers.
When you receive a payout or refund from an investment made on Wefunder, those funds may be automatically deposited into your Wefunder Cash Account. You can then log in and choose whether to withdraw those funds or allocate them to a new offering on Wefunder.
19.2 Misuse of Wefunder Cash
Wefunder Cash Accounts are solely intended to be used to fund Wefunder Investments and may not be used to transfer money from one person to another. Wefunder and/or its affiliates will monitor transactions for such activity or any other activity that may constitute misuse of a Wefunder Cash Account or that is potentially suspicious or illegal, and reserve the right to coordinate and share information as needed to ensure transactional and system integrity. Wefunder reserves the right to change any of the above terms and conditions of these TOS to protect its customers and the integrity of its business, or as required by law.
19.3 Wefunder Cash Accounts Not Deposits Protected by FDIC
Wefunder Cash Accounts may only be funded by U.S. currency and may not be funded with securities or other assets and instruments. While funds in any Wefunder Cash Account are held in escrow accounts, Wefunder Cash Accounts are not interest-bearing and are not FDIC insured.
19.4 Interest
Any interest earned on funds held in escrow will be paid to Wefunder and will not be paid to any investors or issuers.
20.Your Responsibilities as an Investor.
You are a self-directed investor who is individually responsible for determining the suitability of your investment decisions. Wefunder is not responsible for the investment decisions made by you or on your behalf. Wefunder is not responsible for the strategies, actions or inactions taken with respect to your Wefunder Investments. Wefunder is not responsible for the gains or losses you incur. The employees, agents and representatives of Wefunder are not authorized to give you investment advice, and any instructions you receive from Wefunder with respect to Wefunder Investments will be limited to technical or administrative guidance.
You assume individual responsibility for determining the suitability of all investment decisions and strategies you make or implement. You must base your investment decisions upon all information reasonably available to you and your own assessment of risks and rewards. You are solely responsible for knowing the rights and terms for all investments you make in Wefunder Investments.
For further information related to the risks associated with Wefunder Investments, refer to the Investor Agreement.
21. Contacting Wefunder; Reporting of Violations.
You may contact Wefunder at [email protected]. Please report any misuse of the Site or the Services or any violation of the TOS by sending an email to Wefunder at [email protected].
22. Wefunder VIP Program
Wefunder VIP is a program offered by Wefunder, Inc. that allows users of Wefunder to upgrade their user account to VIP status for additional benefits and perks, which include: ~10% better terms on investments, exclusive investment deals, 20% discount on investors fees, priority on the oversubscription waitlist, and dedicated support from our investors concierge team. Please note that not every offering will offer VIP terms and that companies raising on Wefunder are not required to participate in the Wefunder VIP Program.
Regarding the VIP terms, most companies opt to give VIP investors better terms. For example, if the company set a valuation of $30M pre-money for its raise, it might decide to offer a lower $27M valuation to Wefunder VIP investors, representing a discount of 10% from the standard valuation. The decision to allocate a portion of their raise to Wefunder VIP members and grant them better terms ultimately rests with the company.
Wefunder VIP users also have access to exclusive deals. As widely known, companies raising on Wefunder have the right to accept whoever they want in their offerings. However, companies that agree to participate in the Wefunder VIP Program will allocate a certain portion of their raise to Wefunder VIP investors ensuring those investors who invest within the allocation that their investment will not be cancelled. Therefore, non-participation in the Wefunder VIP Program may result in the company conducting the offering retaining the discretion to cancel or decline investments made by users who are not enrolled in the VIP Program.
B. INVESTOR AGREEMENT
PROVISIONS GOVERNING THE USE OF THE WEFUNDER SITE BY INVESTORS AND INVESTMENTS IN OFFERINGS
Wefunder Inc. and its affiliates operate the websites located at wefunder.com, communityround.com and xx.team, as well as the Wefunder Android and iOS applications (together, the "Site"), which facilitates securities offerings (the "Offerings") by early stage, start-up companies ("Startups"). The Offerings are made pursuant to:
- Regulation D of the Securities Act of 1933 ("Reg D Offerings"), which are facilitated through the portion of the Site operated by Wefunder Inc. and through the use of investment vehicles advised by Wefunder Advisors, LLC ("Wefunder Advisors"), a wholly-owned subsidiary of Wefunder Inc.;
- Regulation Crowdfunding of the Securities Act of 1933 ("Reg CF Offerings"), which are facilitated either through the portion of the Site operated by Wefunder Portal, LLC ("Wefunder Portal"), a wholly-owned subsidiary of Wefunder Inc., or by a third party funding portal (each, a "Third Party Funding Portal").
- Regulation A of the Securities Act of 1933 ("Reg A+ Offerings"), which are presented through the portion of the Site operated by Wefunder Inc.; and/or
- Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business (“ECSP Offerings”), which are facilitated through the portion of the Site operated by Wefunder EU, B.V. (“Wefunder EU”), a wholly-owned subsidiary of Wefunder Inc.
Your ability to participate in a particular Offering may depend on your income or net worth and/or your recent participation in certain other Offerings, as described further below. By using this Site, you are agreeing to the terms and conditions of this Wefunder Investor Agreement, which includes, by reference, the Wefunder Terms of Service (the "Terms of Service") and the other agreements listed in Section 1 below (collectively, this "Agreement"), and you are agreeing to the following terms, among others, with respect to your use of the Site as a registered member of the Site (a "Member").
TERMS OF THIS AGREEMENT
Table of Contents
- 1. General; Documents Incorporated by Reference into this Agreement
- 2. Agreements with respect to the Site and all Offerings
- 3. Agreements with respect to Reg D Offerings
- 4. Agreements with respect to Reg CF Offerings
- 5. Agreements with respect to Reg A+ Offerings
- 6. Agreements with respect to ECSP Offerings
- 7. Agreements with respect to offerings with a Custodian
- 8. Agreements with respect to Regulation CF and ECSP offerings with a Special Purpose Vehicle (SPV)
- 9. Agreements with respect to offerings with a Nominee
1. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT
This Agreement between you and Wefunder Inc. 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"). If you participate in a Reg D Offering, this Agreement is also between you and Wefunder Advisors. If you participate in a Reg CF Offering, this Agreement is also between you and Wefunder Portal. If you participate in a ECSP offering, this Agreement is also between you and Wefunder EU. For ease of reference, when Wefunder Inc., Wefunder Advisors, Wefunder Portal, and Wefunder EU are referred to together in this Agreement, they are referred to as "Wefunder," "we," or "us."
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.
This Agreement should be read carefully before using any Services or continuing to access the Site. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree and consent to, and you agree to be bound by, the Terms of Service, this Agreement, the Privacy Policy, and all other operating agreements, rules, policies and procedures that may be published by Wefunder from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Wefunder from time to time without notice to you.
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.
The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference, to the extent applicable to a given Offering:
- The Site’s Terms of Service;
- The information on the Site about the particular Startup (such information, the "Startup Information");
- The Wefunder Disclosure Statement, which sets forth general information about venture investments made through the Wefunder Site;
- The Indication of Interest and Subscription Agreement (together, the "Subscription Agreement") or Investment Contract, as applicable, submitted by you with respect to a particular Offering (if applicable);
- The terms of each Offering (the "Offering Terms") in which you invest, as provided to you and set forth in the applicable documents;
- For a Reg D Offering that makes use of an SPV, this will include: (i) the WeFund Terms, which sets forth certain specific terms of the relevant WeFund; (ii) the applicable Series Appendix, an appendix to the LLC Agreement (as defined below), which sets forth certain terms of the relevant WeFund; and (iii) the LLC Agreement, which sets forth other terms applicable to each WeFund;
- For a Reg CF Offering, this will include: (i) the Startup’s Form C; and (ii) the Startup’s Wefunder Portal profile;
- For a Reg A+ Offering, this will include the Startup’s offering circular (the “Offering Circular”);
- For an ECSP Offering, this will include: (i) the Startup’s Key Investment Information Sheet (“KIIS”); and (ii) the Startup’s Wefunder Portal profile; and
- Any other information provided to you with respect to an Offering or the Site via the Site.
You should carefully read each of the above documents, to the extent relevant to the given offering, before subscribing to that Offering. You alone are responsible for ensuring that you are aware of all of the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with Wefunder, and you are responsible for understanding the content of those agreements.
You acknowledge and agree that any interest earned on funds held in any escrow will be paid to Wefunder and will not be paid to any investors or issuers.
2. AGREEMENTS WITH RESPECT TO THE SITE AND ALL OFFERINGS
2.1 GENERAL ACKNOWLEDGMENTS
- You understand and acknowledge that Wefunder is not responsible for any content on the Site provided by any third parties, including Startups, and any service providers or other third parties, or any content provided to you in connection with your use of the Site even if that information is distributed to you on behalf of a third party by Wefunder, and is not liable for any type of loss or damage associated with your use of the Site.
- You acknowledge that nothing on the Site constitutes an endorsement, a recommendation to buy securities or any other type of investment advice to you by Wefunder, and any investment risk is solely your own. You are not a client of Wefunder or any of its affiliates.
- You acknowledge that Wefunder does not independently verify information regarding Startups (although Wefunder Portal and Wefunder EU do conduct some diligence on information provided by Startups as required by Reg CF and ECSP) or endorse any Startup for direct or indirect investment, and that information on the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You agree to abide by this and other agreements between you and Wefunder and service providers that govern or relate to your use of the Site or the services available on the Site.
- You understand that the Site offers different types of Offerings for investment, each of which operate under different regulatory regimes and requirements, and that each type of Offerings may have its own unique risks and levels of regulatory involvement.
- You acknowledge that you have been provided access to additional sources of information regarding your investment in the Startup, including the information that is incorporated into this Agreement by reference, such as the Startup Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement, as applicable.
2.2 CONFLICTS OF INTEREST ASSOCIATED WITH ALL OFFERINGS
2.2.1 General
The Site includes Offerings facilitated by Wefunder, Inc., Wefunder Advisors, Wefunder Portal, Wefunder EU, and Third Party Funding Portals. Each of these parties has divergent interests and duties or responsibilities with respect to Members that invest in the Offerings they sponsor. Wefunder Advisors, Wefunder, Inc., Wefunder Portal, and Wefunder EU share members, managers, officers and/or employees that may perform services for various Offerings simultaneously. Each of these persons may take actions in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to you or a Startup or WeFund in which you invest.
2.2.2 Members in Different Offerings May Invest in the Same Startup
A Startup may engage in a Fundraising (as defined below) on the Site with respect to multiple types of Offerings at the same time or sequentially over time. A conflict of interest may arise when Wefunder Advisors determines to sponsor a Reg D Offering with respect to a Startup that has engaged in, is currently engaged in, or will in the future engage in, a Reg CF Offering, ECSP Offering, or Reg A+ Offering on the Site. In this event, Wefunder Advisors will negotiate the terms of the investment in the Startup by the WeFund (as defined below), and in doing so it will not take into account the interests of Members that have or may invest in the Startup through other Offerings, and the interests of the WeFund, on the one hand, and the interests of Members that have or may invest in the Startup through other Offerings, on the other, may be opposed. Further, in the event of a bankruptcy of a Startup, Wefunder Advisors will act in the interests of the WeFund only and without regard to any Members that may have invested in the Startup through the Site in another Offering.
2.2.3 Different Fee Structures Associated with Different Offerings
Wefunder, Inc., Wefunder Advisors, Wefunder Portal, and Wefunder EU will devote the time reasonably required to facilitate their respective Offerings. However, because Wefunder, Inc., Wefunder Advisors, Wefunder Portal, and Wefunder EU each charge different fees with respect to their respective Offerings, and they each share officers and employees, this may create an incentive for their shared employees to favor and spend more time and effort with respect to Offerings that may result in higher fees.
2.3 RISKS GENERALLY ASSOCIATED WITH ALL OFFERINGS
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests through an Offering. You should also carefully consider the following risks prior to investing through an Offering:
2.3.1 Significant Risk of Loss; Not a Complete Investment Program
An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who otherwise meet the conditions for eligibility set forth in this Agreement. A direct or indirect investment in a Startup is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.
2.3.2 Startups Are Early Stage Venture Companies with High Risk of Failure
Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money and fail at a particularly high rate. 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.
2.3.3 Lack of Operational Record
Each Startup will have limited or no operational record.
2.3.4 Limitation on Liability; Indemnification
This Agreement, including the Terms of Service and the Subscription Agreement, limit the liability of Wefunder, and provide for indemnification in certain circumstances.
2.4 PRIVACY
Wefunder maintains a Privacy Policy, which is available on the Site and incorporated into this Agreement.
2.5 USE OF NAME
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 Member, or combination of Startups or Members, that you have invested in one or more Startups or WeFunds through the Site, and the number of such investments. You may withdraw this consent at any time by contacting Wefunder.
2.6 ELECTRONIC COMMUNICATIONS
Wefunder requires that you consent to delivery of all communications via electronic communications. Please see the Electronic Consent that is available on the Site and incorporated into this Agreement.
3 AGREEMENTS WITH RESPECT TO REG D OFFERINGS
3.1 GENERAL ACKNOWLEDGMENTS
- You understand and acknowledge that any investment you make in a Reg D Offering on the Site will be made in a WeFund (as defined below) managed by Wefunder Advisors and not directly in any Startup on the Site and that Wefunder Advisors may receive compensation based on the returns of investments held by a WeFund, and that the returns of your investment in a WeFund, if any, will be reduced by such compensation paid to Wefunder Advisors.
- You understand and acknowledge that once you choose to invest in a Startup through a WeFund, Wefunder Advisors, and not you, will make all decisions with respect to your investment, including, but not limited to, decisions concerning the disposition of your investment.
3.2 INVESTOR REPRESENTATIONS
You represent and warrant to Wefunder Advisors that the answers you provided to the questions you answered when creating a Wefunder account and on the Settings page of the Site (together, the "Investor Certification") are correct and complete and may be relied upon by Wefunder Advisors and its affiliates in determining whether you are eligible to invest in Offerings that are listed on the Site.
You understand and acknowledge that certain offerings on the Site are available only to investors located in certain jurisdictions. You represent and warrant to Wefunder that the address you provided in your Investor Certification is a true and accurate representation of your location of residence. You agree that in the event your residence changes, you will promptly update your address on the Settings page of 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 WeFund. 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 WeFunds through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in WeFunds listed on the Site. You acknowledge that WeFunds in which you invest may rely, and that Wefunder Advisors, Startups, and their principals, affiliates, and other parties may rely, on the information you have provided in your Investor Certification to determine if you are eligible to invest in WeFunds. You represent that you have read and understand the risks contained in the Startup Information.
3.3 CHOOSING AND MAKING INVESTMENTS
3.3.1 Services of Wefunder Advisors with Respect to Reg D Offerings
Wefunder Advisors is an investment adviser to pooled investment vehicles engaged in Reg D Offerings, each of which is a series of WeFunds, LLC or Wefunder Portfolio, LLC (referred to as the "LLCs"), that invest in the Startups described on the Site (each such series, a "WeFund"). Wefunder Portal is not involved in any way in the portions of the Site through which Reg D Offerings are made or with any WeFunds. Members of the Site may invest in a WeFund, but Members are not clients of any Wefunder entity. Although Wefunder, Inc. and its affiliate Wefunder Advisors evaluate potential Startups and determine which Startups will be available as potential investments for WeFunds 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, 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, Inc. nor Wefunder Advisors performs any separate due diligence on the Startups either before or after a WeFund invests in them.
You acknowledge that as a Member of the Site, you are not a client of or in an investment advisory relationship with Wefunder Advisors.
You also acknowledge that none of Wefunder Advisors or its affiliates advises Members on the merits of a particular investment or transaction or provide legal, tax, or transactional advisory services to 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 Advisors or its affiliates to buy or sell any securities or other financial instruments. Wefunder Advisors does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site 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.
3.3.2 Investments in WeFunds
In Reg D Offerings, Wefunder Advisors provides Startups an opportunity to raise funds by allowing Members to invest in Startups seeking capital from accredited investors. Members invest in a WeFund that, in turn, invests in a Startup (each such opportunity, a "Fundraising"). If you decide to invest in a WeFund, the WeFund will invest in securities issued by the particular Startup engaged in the Fundraising. The terms of the WeFund’s investment in the Startup will be negotiated between Wefunder Advisors, on behalf of the WeFund, and the Startup. The terms of your investment in the WeFund will be governed by the Subscription Agreement between you and the WeFund, pursuant to which you will make certain representations to the WeFund and Wefunder. Wefunder Advisors may reject your investment in a WeFund for any reason or for no reason in its discretion. Information regarding the terms of a WeFund’s investment in a Startup will be made available on the Site, and together with the Terms of Service, this Agreement, and the Subscription Agreement will govern your investment in a WeFund.
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 ("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 WeFund may not be processed. If your investment is rejected, your funds will be returned to you without interest.
Your investment into a WeFund 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 WeFund, during the Fundraising (the "Funding Target"). The Funding Target is established by agreement between Wefunder Inc., Wefunder Advisors, and the Startup raising funds on the Site. No funds designated for investment in a WeFund will be invested in the WeFund until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest. Wefunder Advisors 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 Advisors 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 WeFund 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 Advisors when a WeFund for which you have submitted a Subscription Agreement has closed, and whether your subscription in the WeFund 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 WeFund 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 WeFund during the Fundraising by providing notice to Wefunder Advisors as provided on the Site. You may also revoke your subscription into the WeFund 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 any time thereafter, at Wefunder Advisors’ discretion, your investment in a WeFund will be processed. None of Wefunder Advisors or any affiliate of Wefunder will take physical custody of your funds.
You acknowledge that none of Wefunder Advisors, any WeFund, any of their affiliates, or any third party has represented to you that securities of any WeFund 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.
3.3.3 Limitation on Subscriptions
Wefunder Advisors may, in its sole discretion: (a) refuse to permit any person to invest in a WeFund or in the LLCs, or may limit the amount a person may invest in any WeFund or the LLCs; and (b) compulsorily redeem an investor’s interest in one or more WeFunds, in whole or in part, on terms that the Wefunder Advisors determines are reasonable. You acknowledge that no WeFund for which you submit a Subscription Agreement has any obligation to accept your investment, and that any fraction of the investment amount stated on your Subscription Agreement may be accepted, or your subscription may be rejected entirely, for any reason. You acknowledge and agree that, in the event that only a portion of the investment amount stated in your Subscription Agreement is accepted, such Subscription Agreement will be treated for all purposes as a Subscription Agreement to invest the amount ultimately accepted. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the WeFund.
3.3.4 Direct Investments in Startups
It is possible that you may be invited by a Startup or one of its Founders to invest directly in the securities of a Startup rather than through WeFund. In this case, you will indicate on the Site that you intend to invest in the particular Startup, and Wefunder Advisors or its affiliate 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. You may withdraw your indication of interest to invest in the Startup at any time during the Fundraising. Although Wefunder Advisors may disclose to the Startup, or on the Site, that you have indicated an interest in investing in the Startup, Wefunder Advisors will not supply your information to the Startup upon the close of the Fundraising if you have withdrawn the indication.
Your direct investment in the Startup will not be managed or supervised by Wefunder Advisors or any of its affiliates in any respect. Any transaction in the securities of a Startup will be negotiated and effected directly between you and the Startup. None of Wefunder Advisors, its affiliates, or any third party service provider will collect or hold funds for investment in the Startup in a direct investment, and the sole involvement of Wefunder Advisors or its affiliates with respect to such offerings will be (1) hosting of the Startup Information on the Site; (2) disclosure to the Startup of a Member’s indication of interest to invest directly in the Startup, and (3) the provision of information regarding the Member to the Startup.
3.4 INFORMATION REGARDING WEFUNDS
3.4.1 Venture Capital Fund Structure
Each WeFund is a venture capital fund. Each WeFund is a series of one of the LLCs. Each WeFund 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 WeFund is to seek investment returns through investments in the Startup.
3.4.2 WeFunds’ Investment Process
After a Fundraising closes and the aggregate investment amount for the WeFund has been established, all investments in the WeFund will be processed, and the WeFund will begin operations. At the launch of the WeFund, the WeFund will acquire securities of one or more Startups through privately negotiated transactions directly with the Startup. Each WeFund’s investment program generally involves: (i) the investment of substantially all WeFund assets (except for funds reserved for administrative expenses) in securities of one or more Startups, (ii) holding such securities until (a) they are redeemed by the Startup in accordance with their terms, (b) they come due and are paid by the Startup in accordance with their terms, or (c) Wefunder Advisors identifies an opportunity to dispose of securities owned by the WeFund, which may include sales in a secondary market transaction, resale of the securities back to the Startup, or an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors (a "Liquidity Event") and (iii) distribution of funds paid by the Startup, 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 WeFund, Wefunder Advisors may exercise management rights negotiated with a Startup on behalf of a WeFund as set forth in the agreement between the Startup and the WeFund. In addition, subject to the terms of the agreement between the WeFund and the Startup and any applicable laws, Wefunder Advisors, in its sole discretion, may, without limitation: (i) exercise any voting rights associated with securities of the Startup; (ii) exercise conversion or other rights associated with securities of the Startup; (iii) decide when and on what terms to dispose of securities owned by the WeFund, which may include sales in a secondary market transaction, resale of the securities back to the Startup, or an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors; (iv) decide whether to participate in any tender offer offered by the Startup; (v) decide when to dissolve the WeFund, and administer such dissolution; and (vi) decide whether the WeFund should distribute cash and/or securities to investors.
In addition to securities of a Startup, a WeFund may also hold cash or short-term investments. A WeFund will not borrow for investment purposes.
3.4.3 Limitation of Liability and Indemnification
The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Wefunder Advisors and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder Advisors, and any of its affiliates, 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 Advisors or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder Advisors or any of its affiliates. You acknowledge that none of Wefunder Advisors, its 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.
3.4.4 Management and Administration of a WeFund
If you invest in a WeFund, you will not be a recordholder of securities of the Startup. You may not vote, exercise management rights, or dispose of securities of the Startup.
Wefunder Advisors, a Delaware limited liability company, is the managing member of each WeFund. Wefunder Advisors is responsible for carrying out each WeFund’s ordinary affairs, and will appoint appropriate Third Party Service Providers to the WeFund, including investment managers.
Wefunder Advisors is also the investment manager of the LLCs. 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 U.S. Securities and Exchange Commission ("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 relevant LLC or specific WeFunds and Wefunder Advisors, Wefunder Advisors has been delegated primary responsibility for the implementation of each WeFund’s investment program, including but not limited to deciding when and on what terms to dispose of securities owned by the WeFund, when to participate in any tender offer by the Startup, whether and when to dissolve the WeFund, and whether the WeFund should distribute cash and/or securities to investors in the WeFund. The management rights exercised by Wefunder Advisors may vary on a WeFund-by-WeFund basis.
Wefunder Advisors may, in its sole discretion, determine whether to offer follow-on and offer other related investment opportunities in a Startup, if such opportunities are made available, to some or all of the investors in a WeFund that previously invested in securities of that Startup or to investors who did not invest in that prior WeFund.
3.4.5 WeFund Expenses
A portion of the money invested in the WeFund may be reserved to pay administrative fees, details of which will be disclosed to you when you invest. These fees may vary on a WeFund-by-WeFund basis and generally include expenses of operating the WeFund and organizational expenses ("Organizational Expenses"). WeFund 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 WeFund; (iv) expenses for indemnity or contribution; (v) expenses incurred in connection with the collection of amounts due to the WeFund; (vi) the costs of liquidating or dissolving the WeFund; and (vii) any taxes, fees or other governmental charges levied against the WeFund and all expenses incurred in connection with any tax audit, investigation, settlement or review of the WeFund. Organizational Expenses encompass those incurred in connection with (i) the formation and organization of the WeFund, and (ii) the offering of interests in the WeFund, including related travel, accommodation, legal, accounting, consulting, filing, registration, marketing, publishing, selling and printing costs. No administrative fees are paid to Wefunder, Inc., Wefunder Advisors, or any of their affiliates or principals, although these entities may be reimbursed by the WeFund for documented WeFund expenses.
For accounting purposes, a WeFund may amortize its Organizational Expenses for up to 60 months. A WeFund will generally limit the amount of Organizational Expenses that are amortized so that the audit opinion issued with respect to its financial statements (if any) 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 may be expensed by the WeFund in the year in which they are incurred.
The investment returns experienced by investors in WeFunds 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 WeFund will not pay similar expenses, and are likely to experience better investment returns as a result.
3.5 ADDITIONAL INFORMATION REGARDING INVESTMENTS IN WEFUNDS
3.5.1 Subscribing for Interests
The WeFund interests offered to Members are securities of each WeFund 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 WeFund will generally set a minimum subscription amount for investment for each Fundraising.
No certificates will be issued for interests in a WeFund. You will, however, receive written confirmation of your holdings.
Each WeFund will establish and maintain on its books a capital account ("Capital Account") for you, which will reflect your investment and certain other transactions.
3.5.2 Investor Eligibility Requirements
In order to invest in a WeFund, 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.
3.5.3 Redemption of Interests
You will have no right to redeem your interests in a WeFund, 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 WeFund 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 Section 3.6.6 – "Restrictions on Transfer" below.
3.5.4 Determination of Net Asset Value
Wefunder Advisors will not calculate or report a net asset value or similar calculation for the WeFund. From time to time, Wefunder Advisors may calculate an estimated value of WeFund assets when making important investment decisions for the WeFund, but that value will only be one factor Wefunder Advisors may consider in making its decisions.
3.5.5 Transfer Restrictions
You may not sell, pledge, assign or otherwise transfer any WeFund 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.
3.5.6 Distributions
Distributions from a WeFund, if any, generally will result from the WeFund’s receipt of the proceeds from the sale, redemption, or liquidation of the securities of the Startup in which the WeFund has invested. 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 WeFund 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 WeFund. 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 WeFund’s LLC Agreement and WeFund-specific Appendix contains detailed information regarding the terms of the performance-based compensation payable to Wefunder Advisors.
3.5.7 Reports
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 WeFund’s income, gain, loss and deduction for that fiscal year.
3.5.8 Term
Each WeFund will terminate after the occurrence of a Liquidity Event so that all or substantially all of the WeFund’s investments are converted to cash or publicly-traded securities, unless otherwise terminated in the sole discretion of Wefunder Advisors. In winding up the WeFund, 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.
3.6 RISKS ASSOCIATED WITH REG D OFFERINGS
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a WeFund. You should also carefully consider the following risks prior to investing in the WeFund:
3.6.1 General
An investment in a WeFund 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 WeFund is not intended as a complete investment program. There can be no assurance that the investment objective of any WeFund will be met. WeFunds 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.
3.6.2 No Guarantee of Investment Returns
Neither Wefunder Advisors nor any of its affiliates guarantee the future performance or financial results of any Startup or any WeFund, and an investment in a Startup through a WeFund may result in a gain or loss upon termination or liquidation of your investment.
3.6.3 Limited Financial Information About WeFunds
You will not receive audited financial statements with respect to any WeFund, and you will receive only limited information about each such WeFund and the Startup to which that WeFund relates. You will not receive ongoing information about the value or valuation of the WeFund, the Startup or the securities of the Startup held by the WeFund, and you understand and agree that any such valuation information would in any event be of limited reliability and use.
3.6.4 Privately-Offered Security Risk
Investing in privately offered securities 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.
3.6.5 Limited Market for Interests in WeFunds and Startup Securities
The interests in WeFunds 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. Therefore, interests in WeFunds cannot be resold, pledged, assigned or otherwise disposed of unless they are so registered or an exemption from registration is available. A limited market exists for the sale of a Startup's securities, and the transferability of those securities is generally restricted. In the event that Wefunder Advisors determines to distribute Startup securities to investors in a WeFund, there may be no market through which the Startup securities may be sold, and even if there were such a market, the transfer of Startup 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, is under any obligation to register interests in a WeFund on your behalf or to assist you in complying with an exemption from registration under the 1933 Act.
In addition, if a distribution of Startup securities to investors in a WeFund 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 Startup’s securities are registered with the SEC and any required state authorities, or an appropriate exemption from registration is available, if you receive Startup Securities in a distribution from a WeFund, you may be unable to liquidate those securities, even though your personal financial condition may dictate such liquidation. Moreover, the resale of any Startup securities will generally be subject to Section 4(a)(7) of the 1933 Act or Rule 144 of the 1933 Act. If you intend to sell Startup securities distributed to you by a WeFund, you may be required to aggregate your sales with sales made by other investors for some period of time following the distribution, which may restrict your ability to liquidate the Startup securities. Therefore, if you require liquidity in your investment, you should not invest in a WeFund.
3.6.6 Restrictions on Transfer
Interests in WeFunds generally cannot be traded and cannot be redeemed. Your ability to transfer interests in WeFunds is subject to contractual, legal and regulatory restrictions. Your interest in a WeFund 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 WeFund at the time or at the price you seek to make a transfer of your interests. You typically must hold your interest in a WeFund until a liquidation event has occurred.
3.6.7 No Control Over Management of WeFunds
You will not have any right to manage, influence or control the management or operations of WeFunds. In particular, you will have limited voting rights associated with your interests in a WeFund, but in any event will not have voting powers to direct the management of the Startup. Further, Wefunder Advisors typically will not obtain representation on the board of directors or have any control over the management of any Startup. The success of any WeFund or Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.
As investment manager of each WeFund, Wefunder Advisors makes all investment and other decisions for each WeFund, including (without limitation) whether and on what terms to dispose of Startup securities held by a WeFund, whether to exercise any conversion, warrant or similar rights on any Startup securities held by a WeFund, and whether and how to vote on any proxy or other voting matters related to the Startup. Except as required by law, you have no right to remove Wefunder Advisors from its role with respect to a WeFund. You should not invest in a WeFund unless you are willing to entrust all aspects of the management of the WeFund to Wefunder Advisors. 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, determine whether to offer follow-on and other related investment opportunities in a Startup to some or all of the investors in a WeFund that previously invested in securities of that Startup, or to investors who did not invest in that prior WeFund.
3.6.8 No Control Over Startup Future Valuation
Valuations may fluctuate considerably and the price paid for Startup securities by a WeFund may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.
3.6.9 Investor Expenses That May Not Be Incurred through Other Offerings and/or Direct Purchases of a Startup Securities
In general, by purchasing interests in WeFunds through the Site, investors will be charged certain fees that they may not have been charged if making such investments without the use of the Site. Each WeFund 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 WeFund. In addition, investors are required to pay administrative expenses of the WeFund, which would not otherwise be incurred by an investor making a direct investment in securities of the Startup. Each WeFund 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 WeFund. The expenses and incentive allocation will reduce the amount received by investors in each WeFund, and the incentive allocation could give the Wefunder Advisors an incentive to reject offers to purchase securities held by a WeFund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation.
3.6.10 Expenses Charged to a WeFund
Each WeFund 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 WeFund in accordance with terms of the governing documents. Such fees or expenses may reduce, perhaps materially, your return on investment.
3.6.11 Limited Information About Startups
Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. Any decision to purchase Startup securities indirectly through a WeFund 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 WeFund must be aware that there is a risk that: (i) there are facts or circumstances pertaining to a Startup that the public, the WeFund and you are not aware of, and (ii) publicly available information and information on the Site concerning the Startup upon which you and/or the WeFund rely may prove to be inaccurate, and, as a result, you may suffer a partial or complete loss of the investment.
You should read and understand the risk factors contained in the Startup Information before investing in a WeFund. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in a WeFund. Neither Wefunder Advisors nor any of its affiliates has any ability to assure, and has 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 that all applicable risk factors or conflicts of interests have been presented at all.
3.6.12 No Assurance of Profit Distributions
An investment in interests of a WeFund may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Wefunder Advisor’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.
3.6.13 Lack of Performance Record
Each WeFund is a newly formed entity with no performance record.
3.6.14 A WeFund Does Not Offer a Complete Investment Program
A WeFund investment is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.
3.6.15 Potential Liability to Return Prior Distributions
Under the Delaware Limited Liability Act, members of a series of a limited liability company such as a WeFund may be liable to return prior distributions made to them by a WeFund in the event that such WeFund becomes insolvent subsequent to the date of such distributions.
3.6.16 Possibility of Phantom Income
It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the WeFund does not distribute any income (or does not distribute sufficient income to pay the taxes).
3.6.17 Lack of Regulatory Oversight Regarding Reg D Offerings and Offering Materials
Offering documents provided by Startups engaging in Reg D Offerings are not required to be reviewed by, and are not reviewed by, the SEC or any other federal or state regulatory body. Neither the interests in WeFunds nor the underlying Startup securities in which WeFunds invest have 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. Wefunder Advisors is an exempt reporting advisers and therefore is not registered as an investment adviser with the SEC or any state or other jurisdiction.
3.7 CONFLICTS OF INTEREST ASSOCIATED WITH REG D OFFERINGS
3.7.1 General
Generally, Wefunder Advisors will manage the WeFund and other funds, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder, Inc. and Wefunder Portal. Each of Wefunder Advisors, Wefunder, Inc., Wefunder Portal and each WeFund 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 WeFund.
Wefunder Advisors will devote the time reasonably required to manage the WeFund. 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 WeFund.
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 WeFund. Wefunder Advisors will have no obligation to purchase or sell for a WeFund any investment that 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 WeFund 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 WeFund 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 WeFund’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 WeFund.
3.7.2 Performance-Based Compensation Paid to Wefunder Advisors
Wefunder Advisors will receive a portion of any returns available for distribution to WeFund investors that exceed the initial aggregate investment in the WeFund. If a WeFund sells or otherwise disposes of Startup 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 WeFund investors. This incentive allocation could give Wefunder Advisors an incentive to reject offers to purchase securities held by a WeFund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation. Before you submit a Subscription Agreement for a WeFund, you will receive information regarding the specific terms of the compensation payable to Wefunder Advisors with respect to the WeFund.
The investment returns experienced by investors in WeFunds 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 WeFund will not pay any compensation to Wefunder Advisors, and are likely to experience better investment returns as a result.
3.8 EMPLOYEE BENEFIT PLAN CONSIDERATIONS
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 WeFund. However, it is not expected that the assets of a WeFund 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 Internal Revenue Code of 1986, as amended (the "Code"). Each WeFund will limit investments by IRAs and other benefit plan investors so that such investments constitute less than 25% of the value of WeFund’s assets.
3.9 TAX CONSIDERATIONS
3.9.1 Partnership Taxation
Wefunder Advisors intends that a WeFund 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 WeFund 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 WeFund income, gain, loss and deduction substantially as though you had directly realized such items.
It is not anticipated that any WeFund 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 Code. A tax-exempt investor of a WeFund may have UBTI if the WeFund engages in borrowing or if that investor incurs debt to acquire its interest. The WeFund 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 WeFund 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 WeFund.
3.9.2 Taxation of Non-United States Investors
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 WeFund 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 WeFund 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 WeFund so long as the WeFund is not engaged in a trade or business within the United States. The WeFund 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 WeFund 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 WeFund’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 WeFund 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 WeFund.
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 June 30 2014 and to gross proceeds from the sale after Decmeber 31 2018 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 LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING INTERESTS IN A WE FUND.
4 AGREEMENTS WITH RESPECT TO REG CROWDFUNDING OFFERINGS
4.1 GENERAL ACKNOWLEDGMENTS
- You understand and acknowledge that, while Wefunder Portal will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, and/or your prior participation in Reg CF Offerings in the prior 12 months when determining whether to permit you to participate in a particular Reg CF Offering.
- You acknowledge that you are limited in the amount you may invest in offerings under Reg CF over any 12 month period and that, even though Wefunder Portal will ask you about these investment amounts and store data regarding such amounts on the Site, you alone are responsible for complying with all investment limitations applicable to all such Offerings, both through the Site and not through the Site;
- You understand that any investment you make in a Reg CF Offering on the Site will be in a security of the particular Startup ("Startup Securities") or securities of an SPV that subsequently purchases Startup Securities, and that neither Wefunder Portal nor any of its affiliates will determine the Offering Terms or be involved in the management of the Startup
- You represent that you have or you will review the educational materials provided to you on the Wefunder Portal portion of the Site prior to making each investment in a Reg CF Offering.
4.2 INVESTOR REPRESENTATIONS
You represent and warrant to Wefunder Portal (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Wefunder Portal or any Third Party Funding Portal (as applicable) in determining whether you are eligible to invest in Offerings 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 Startup. You agree that 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 (including with respect to other investments made by you under Reg CF in the prior 12 months), then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Wefunder Portal, any Third Party Funding Portal (if applicable) and their principals, affiliates, and other parties may rely, on the information you have provided to Wefunder Portal or any Third Party Funding Portal in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.
4.3 CHOOSING AND MAKING INVESTMENTS
4.3.1 Services of Wefunder Portal with Respect to Reg CF Offerings
Wefunder Portal operates the portions of the Site that present Reg CF Offerings by Startups. Members are not clients of Wefunder Portal or any Third Party Funding Portal. Although Wefunder Portal evaluates potential Startups and determines which Startups will be able to engage in Reg CF Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and 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 Portal.
For all Startups listed on the Wefunder Portal Site, Wefunder Portal performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether Wefunder Portal has a reasonable basis for believing that the Startup complies with Reg CF). The information reviewed includes all information in the Startup’s profile and in its Form C. 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 Portal nor its affiliates performs any separate due diligence on the Startups. Some of the Startups listed on the Wefunder Portal Site may have been considered for, but not listed by a Third Party Funding Portal.
You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Wefunder Portal.
You also acknowledge that none of Wefunder Portal, any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal or transactional advisory services to 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 Portal, any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither Wefunder Portal nor any Third Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site 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.
4.3.2 Investments in Reg CF Offerings through Startup Securities
In Reg CF Offerings, Wefunder Portal provides Startups an opportunity to raise funds by allowing Members to invest either (i) directly in Startups seeking capital or (ii) in SPVs (as defined below) which in turn invest in startups (as further described in Section 7 below), from both accredited and non-accredited investors. Startups seeking to raise money through Reg CF are limited to raising a maximum of $5 million through Reg CF Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 4.3.8 – "Investor Eligibility Requirements."
Members participating in Reg CF Offerings (or SPVs through which Members invest, as applicable) will invest in Startup Securities, which will be debt, equity, or convertible securities issued by the Startup. The terms of the Startup Securities purchased in Reg CF Offerings will vary depending on the type of security offered by a Startup. Investors should carefully consider the terms of the Startup Securities in which they invest (directly or via an SPV) and read the educational materials available on the Site about each type of security.
The terms of your investment will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup (or the SPV, as applicable). The Startup may reject your investment for any reason or for no reason in its discretion.
Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a bank for the benefit of the Startup and other Startups raising funds through Wefunder Portal. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Startup may not be processed. To the extent the number of investors in a Startup is capped by the Startup, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.
Your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular Reg CF Offering by the deadline set forth in the Startup Information ("Target Deadline") provided on the Site. Funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached by the Target Deadline. If the Funding Target is not reached by the Target Deadline, your funds will be returned to you without interest. If the Funding Target is reached prior to the Target Deadline and the Startup desires to move the Target Deadline up, Wefunder Portal or a Third Party Funding Portal (if applicable) will provide you with at least five business days’ notice of such change. Otherwise, Wefunder Portal or a Third Party Funding Portal (if applicable) will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Startup may also decide to accept investments that exceed the Funding Target. In this case, the Startup will provide investors with information regarding the Maximum Amount that will be accepted and the manner of allocating excess subscriptions. You will receive notice from Wefunder Portal or a Third Party Funding Portal (if applicable) when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed.
You may revoke your investment in a Startup during the Fundraising by providing notice to Wefunder Portal or a or a Third Party Funding Portal (if applicable) as provided on the Site. You may also revoke your investment at any time up until 48 hours before the Target Deadline. After that, your investment in the Startup can be processed. None of Wefunder Portal, any Third Party Funding Portal or any of their affiliates will take physical custody of your funds.
You acknowledge that, in Reg CF Offerings, if the Funding Target is not reached, your funds will be returned to you without interest.
4.3.3 Limitation on Subscriptions
You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.
4.3.4 Aggregate Subscriptions
With respect to any Reg CF Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in any 12 month period under Reg CF, as discussed further below in Section 4.3.8.
4.3.5 Limitation of Liability and Indemnification
The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Wefunder Portal, any Third Party Funding Portal and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder Portal, any Third Party Funding Portal, and any of their affiliates, 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 other third party 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 Portal, a Third Party Funding Portal or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder Portal, any Third Party Funding Portal or any of their affiliates. You acknowledge that none of Wefunder Portal, any Third Party Funding Portal, 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.
4.3.6 Fees Charged in Respect of Reg CF Offerings
Wefunder Portal will charge a fee to each Member who invests in a Reg CF Offerings, which will be a percentage of the amount the Member invested at the time each Reg CF Offering closes.
4.3.7 Subscribing for Startup Securities
The Startup Securities offered to Members (directly or via an SPV) in Reg CF Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Startups will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $100 at a minimum.
4.3.8 Investor Eligibility Requirements
In accordance with Reg CF’s requirements, you are not permitted to invest more than a certain amount in offerings made under Reg CF (including those not made through the Site) during any single 12 month period, which amount is determined based on your own financial circumstances. In particular, if your annual income or net worth is less than $107,000, you may only invest a maximum amount equal to the greater of $2,200 or 5 percent of the greater of your annual income or your net worth. If both your annual income and net worth are equal to more than $107,000, you may only invest a maximum amount equal to 10 percent of the greater of your annual income or net worth, but you may not invest more than $107,000 through all Reg CF offerings.
Further, you understand and agree that Wefunder Portal is permitted under Reg CF to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Reg CF Offering.
4.3.9 Investor Contract Amendments
You hereby consent to the following actions being taken by Wefunder Portal with respect to your investment contract with the Company and/or an SPV and you agree that the following language shall be treated as incorporated into the investment contract:
A. Wefunder Portal may unilaterally amend the terms of your investment contract, provided that the amended terms (“Amended Terms”) are strictly more favorable to you than the original terms.
B. In connection with such an amendment, if the Startup is conducting an offering by issuing its securities to two or more SPVs and the SPV being issued Startup Securities featuring the Amended Terms is different than the SPV through which you originally invested, Wefunder Portal may amend your investment contract such that the counterparty to the investment contract is the SPV being issued Startup Securities featuring the Amended Terms;
C. Wefunder Portal may reduce the amount of your investment in a SPV associated with a Startup or the Startup itself if the reason for the reduction is that the Startup’s offering is oversubscribed; and
D. If the Company’s offering is oversubscribed and you are an “accredited investor” (as defined in Regulation D under the 1933 Act), Wefunder Portal may allocate your investment to an offering conducted concurrently using Reg D, provided that there is no change in the price or terms of your investment contract except that (i) different restrictions on the resale of securities may apply under the 1933 Act and (ii) Wefunder may decide to charge lower or no fees on any such investments.
4.4 RISKS ASSOCIATED WITH REG CROWDFUNDING OFFERINGS
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:
4.4.1 General
An investment in a Startup 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 Startup is not intended as a complete investment program. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. After a Liquidity Event (if any), 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.
4.4.2 No Guarantee of Investment Returns
None of Wefunder Portal, any Third Party Funding Portal, or any of their affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.
4.4.3 Restrictions on Resale or Transfer
The Startup Securities are issued in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. Startup Securities purchased through the Site in Reg CF Offerings cannot be resold, pledged, assigned or otherwise disposed of during the one-year period starting with the date of purchase, unless they are transferred: (1) to the Startup itself; (2) to an "accredited investor" (as defined in as defined in Regulation D under the 1933 Act); (3) in connection with a registered offering of the Startup Securities with the SEC; (4) to a family member of the Member, or to a trust of the Member or one of its family members; or (5) in connection with the Member’s death or divorce.
However, even if you are able to sell or transfer your Startup Securities, there is a limited market for the sale of a Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Startup.
4.4.4 No Control Over Management of the Startups
You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.
4.4.5 No Control Over Startup Future Valuation
Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.
4.4.6 Limited Information About Startups
Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Form C, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.
4.4.7 No Assurance of Profit
An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Wefunder Portal’s control. You will typically not receive returns, 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.
4.4.8 Direct Investment in Startups in Reg CF Offerings
In Reg CF Offerings, Members will invest in the securities of Startups either directly or via a SPV. The Startup will not be managed by Wefunder Portal or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg CF Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.
4.4.9 Lack of Regulatory Oversight of Reg CF Offerings and Offering Materials
Wefunder Portal and the Third Party Funding Portals are registered as funding portals with the SEC and are members of the Financial Industry Regulatory Authority ("FINRA"). As such, Wefunder Portal and Third Party Funding Portals must submit certain information and materials to FINRA and the SEC and are subject to examination by FINRA and the SEC. In addition, Startups must file with the SEC a disclosure document called a Form C and updates and amendments to the Form C. However, the funding portal regulatory regime and the Form C are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.
4.4.10 Review of Reg CF Offering Documents by SEC and Wefunder Portal and/or a Third Party Funding Portal No Indicator of Likely Success of Startup or Guarantee of Investment Returns
Under Reg CF, a Startup must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, Wefunder Portal will perform a limited review of Startups, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit a Startup to engage in Reg CF Offerings on the Site. However, none of the SEC, Wefunder Portal or any Third Party Funding Portal (if applicable) will be reviewing any Startup’s Form C or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Startup’s Form C by the SEC under Reg CF does not indicate the SEC’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.
4.4.11 An Investment in a Startup Does Not Offer a Complete Investment Program
An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.
4.4.12 Possibility of Phantom Income
It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).
4.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.
Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.
4.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG CF OFFERINGS
4.5.1 General
Wefunder Portal will facilitate Reg CF Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder Advisors, Wefunder, Inc., and Wefunder EU. Each of Wefunder Portal, Wefunder Advisors, Wefunder Inc., and Wefunder EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder Portal 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 Startup.
5. AGREEMENTS WITH RESPECT TO REG A+ OFFERINGS
5.1 GENERAL ACKNOWLEDGMENTS
- You understand and acknowledge that, while Wefunder Inc. and its affiliates will verify such information to the extent such verification is required under applicable law, they may rely on the truthfulness of your representations regarding your income and net worth when determining whether to permit you to participate in a particular Reg A+ Offering.
- You understand that any investment you make in a Reg A+ Offering on the Site will be made directly in Startup Securities, and that neither Wefunder Inc. nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Startup.
5.2 INVESTOR REPRESENTATIONS
You represent and warrant to Wefunder 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 its affiliates in determining whether you are eligible to invest in Offerings 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 Startup. 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 through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Wefunder, 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 Startups. You represent that you have read and understand the risks contained in the Startup Information.
5.3 CHOOSING AND MAKING INVESTMENTS
5.3.1 Services of Wefunder with Respect to Reg A+ Offerings
Wefunder operates the portions of the Site that present Reg A+ Offerings by Startups. Members are not clients of Wefunder. Although Wefunder evaluates potential Startups and determines which Startups will be able to engage in Reg A+ Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and 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 or any of its affiliates.
For all Startups available for investment through Reg A+ Offerings, Wefunder 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, its current and anticipated resources, and, on a high level, its Offering Circular. 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. Wefunder does not perform any separate due diligence on the Startups, and the Startups are solely responsible with providing Members, in the Startup Information, with all material information regarding the Startup and to update the Startup Information with respect to any material changes to the information contained therein.
You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Wefunder.
You also acknowledge that none of Wefunder or its affiliates advises Members on the merits of a particular investment or transaction or provide legal, tax, or transactional advisory services to 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 or its 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 of the Site 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.
5.3.2 Investments in Reg A+ Offerings through Startup Securities
In Reg A+ Offerings, Wefunder provides Startups an opportunity to raise funds by allowing Members to invest directly in Startups seeking capital from both accredited and non-accredited investors. Startups seeking to raise money through Reg A+ will either choose to engage in a "Tier 1 Reg A+ Offering" or a "Tier 2 Reg A+ Offering." Startups engaging in Tier 1 Reg A+ Offerings are limited to raising a maximum of $20 million through Reg A+ Offerings in a single 12 month period. Startups engaging in Tier 2 Reg A+ Offerings are limited to raising a maximum of $75 million through Reg A+ Offerings in a single 12 month period, and are subject to certain investment limitations for non-accredited investors, as described below in Section 5.3.8 – "Investor Eligibility Requirements." Startups engaging in Reg A+ Offerings must have their Offering Circular (which will be included in the Startup Information) qualified by the SEC prior to closing a Startup Securities offering.
Members participating in Reg A+ Offerings will invest in Startup Securities. While Startup Securities purchased in Reg A+ Offerings may earn a set interest rate, they are not expected to have any required regular payment obligations by the Startup or any specified maturity date. Members are expected to achieve a return on their investment (if any) upon conversion of the Startup Securities to another type of instrument during a Liquidity Event, at which time Members will receive funds (if applicable) in exchange for their Startup Securities.
Other than requiring that Startups engaged in Reg A+ Offerings use this basic structure, the terms of Members’ investment in Startups will generally not be negotiable. The terms of your investment in the Startup will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup, pursuant to which you will make certain representations to the Startup. Wefunder or the Startup may reject your investment for any reason or for no reason in its discretion.
Once you complete and submit an investment contract, you will be asked to transfer funds from your bank account into a bank account maintained either by the Startup itself or by a Third Party Service Provider. You agree to comply with the terms of the investment contract and to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Startup may not be processed. If your investment is rejected, your funds will be returned to you without interest.
It is possible that your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular Reg A+ Offering, either in the aggregate or through the Site, during the Fundraising. The Funding Target (if any) will be established by agreement between Wefunder and the Startup raising funds on the Site. In such cases, funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest. 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 Maximum Amount has been raised in the Fundraising, either through the Site or in the aggregate, including investments not presented on the Site, 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 and/or the Startup in its sole discretion. You will receive notice from Wefunder when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your investment contract. Upon closing, each investor who becomes an investor in a Startup will be deemed to have again entered into the investment contract, including (without limitation) to have agreed to each representation therein.
You may revoke your subscription for Startup Securities during the Fundraising by providing notice to Wefunder as provided on the Site. After you have received notice that a Fundraising has closed, at the discretion of Wefunder or the Startup, your investment in the Startup will be processed. Neither Wefunder nor any affiliate of Wefunder will take physical custody of your funds.
You acknowledge that, in Reg A+ Offerings that have required Funding Targets, if the Funding Target is not reached, your funds will be returned to you without interest.
5.3.3 Limitation on Subscriptions
You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on your investment contract may be accepted, or your subscription may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.
5.3.4 Aggregate Subscriptions
With respect to any Tier 2 Reg A+ Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in a single Reg A+ Offering under Regulation A, as discussed further below in Section 5.3.8.
5.3.5 Limitation of Liability and Indemnification
The Terms of Service, this Agreement, and the investment contract limit the liability of Wefunder and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder, and any of its affiliates, 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 or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder or any of its affiliates. You acknowledge that none of Wefunder, its 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.
5.3.6 Fees Charged in Respect of Reg A+ Offerings
Wefunder will not charge a fee to Members who invest in a Reg A+ Offerings. It is possible that each Startup that participates in a Reg A+ Offering may charge fees to Members, and such fees will be disclosed in the Startup Information provided on the Site. Wefunder Inc. may require Startups that engage in Reg A+ Offerings to reimburse Wefunder Inc. for costs associated with an offering.
5.3.7 Subscribing for Startup Securities
Startups will generally set a minimum subscription amount for investment for each Fundraising.
5.3.8 Investor Eligibility Requirements
In accordance with Regulation A’s requirements, if you are not an "accredited investor," you are not able to invest more than either 10 percent of your annual income or 10 percent of your net worth, depending on which amount is greater, in a Tier 2 Reg A+ Offering. If you are an entity, you will not be able to invest more than either 10 percent of your revenue or 10 percent of your net assets, depending on which amount is greater. You acknowledge and understand that Wefunder and its affiliates are permitted under Regulation A to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Tier 2 Reg A+ Offering. Any investor can invest any amount in a Tier 1 Reg A+ Offering.
5.4 RISKS ASSOCIATED WITH REG A+ OFFERINGS
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:
5.4.1 General
An investment in a Startup 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 Startup is not intended as a complete investment program. There can be no assurance that the investment objective of any Startup will be met. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. After a Liquidity Event (if any), 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.
5.4.2 No Guarantee of Investment Returns
None of Wefunder or any of its affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.
5.4.3 Restrictions on Resale or Transfer
Securities sold in Reg A+ Offerings are not "restricted securities" under the Securities Act, and are freely tradeable, subject to certain restrictions:
- With respect to a Startup’s initial Reg A+ Offering (whether or not it was presented on the Site), and any additional Reg A+ Offerings of such Startup during the first 12 months thereafter, the aggregate sales by holders of Startup Securities (including affiliates of the Startup) in respect of any Reg A+ Offering of such Startup may not exceed 30 percent of the aggregate offering price of the particular Reg A+ Offering.
- After the expiration of the 12 month period referred to above, affiliates of such Startup (but not other selling Startup Security holders) will be limited to selling no more than $6 million over any 12-month period in respect of a Tier 1 Reg A+ Offering and no more than $15 million over any 12-month period in respect of a Tier 2 Reg A+ Offering.
These restrictions may limit your ability to liquidate Startup Securities. Therefore, if you require liquidity in your investment, you should not invest in Startup Securities.
5.4.5 No Control Over Management of the Startups
You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the discussion of voting in the applicable Offering Circular. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.
5.4.6 No Control Over Startup Future Valuation
Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.
5.4.7 Limited Information About Startups
Due to the nature of Startups, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Offering Circular, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.
5.4.8 No Assurance of Profit.
An investment in Startup Securities may not generate profits for you. You must bear the economic risk of an investment for an indefinite period of time if you are not able to sell your Securities.
5.4.9 Lack of Involvement of Wefunder in Reg A+ Offerings
In Reg A+ Offerings, Members will invest directly in the securities of Startups. The Startup will not be managed by Wefunder or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg A+ Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup. Once an investment in a Startup through a Reg A+ Offering is closed, Wefunder’s involvement will terminate, and the relationship will exist solely between the Members and the Startup.
5.4.10 Lack of Regulatory Oversight of Reg A+ Offerings and Offering Materials
Startups must file their Offering Circulars with the SEC, which must be qualified by the SEC before Startups may close on their Reg A+ Offering. However, the regulatory regime surrounding Regulation A is not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.
5.4.11 Review of Reg A+ Offering Documents by Wefunder and Qualification by the SEC No Indicator of Likely Success of Startup or Guarantee of Investment Returns
Under Regulation A, certain offering materials are required to be submitted to, and qualified by, the SEC and provided to prospective investors, including the Offering Circular. As noted above, Wefunder will perform a limited review of Startups, including the information proposed to be provided to potential investors, to determine whether to permit a Startup to engage in Reg A+ Offerings on the Site. However, neither the SEC nor Wefunder will be reviewing any Startup’s Offering Circular or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review and approval of a Startup’s Offering Circular by the SEC under Regulation A does not indicate the SEC’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.
5.4.12 An Investment in a Startup Does Not Offer a Complete Investment Program
An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.
5.4.12 Possibility of Phantom Income
It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).
5.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.
Because investors in Reg A+ Offerings invest directly in a Startup, the terms of the investment and other specific information about the Startup will be disclosed to you only by the Startup in the Startup Information, including in the Offering Circular. The Startup will disclose in the Offering Circular and other documents included in the Startup Information the particular risks associated with an investment in the Startup, but Wefunder does not review the Offering Circular or the Startup Information to ensure that any or all risks associated with the Startup’s particular management or terms of the offering are disclosed. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.
5.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG A+ OFFERINGS
5.5.1 General
Generally, Wefunder Inc. will present on the Site the Reg A+ Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder Advisors, Wefunder Portal, and Wefunder EU. Each of Wefunder Inc., Wefunder Advisors, Wefunder Portal, and Wefunder EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder 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 Startup.
6 AGREEMENTS WITH RESPECT TO ECSP OFFERINGS
6.1 GENERAL ACKNOWLEDGMENTS
- You understand and acknowledge that, while Wefunder EU will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, investment experience, and other information provided in response to your “entry knowledge test and simulation of the ability to bear loss” (the “Knowledge Quiz”).
- You understand that any investment you make in a ECSP Offering on the Site will be in Startup Securities or securities of an SPV that subsequently purchases Startup Securities, and that neither Wefunder EU nor any of its affiliates will determine the Offering Terms or be involved in the management of the Startup.
- You represent that you have or you will review the educational materials provided to you on the Site and complete the entry knowledge test and simulation of the ability to bear loss prior to making each investment in a ECSP Offering.
6.2 INVESTOR REPRESENTATIONS
You represent and warrant to Wefunder EU (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Certification page and the Knowledge Quiz are correct and complete and may be relied upon by Wefunder EU or any Third Party Funding Portal (as applicable) in determining whether you are eligible to invest in Offerings 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 Startup. You agree that 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 or Knowledge Quiz to become untrue or misleading in any material respect, then prior to investing in Startups through the Site you will complete a new Investor Certification and Knowledge Quiz to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Wefunder EU, any Third Party Funding Portal (if applicable) and its principals, affiliates, and other parties may rely, on the information you have provided to Wefunder EU or any Third Party Funding Portal in your Investor Certification and Knowledge Quiz to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.
6.3 CHOOSING AND MAKING INVESTMENTS
6.3.1 Services of Wefunder EU with Respect to ECSP Offerings
Wefunder EU operates the portions of the Site that present ECSP Offerings by Startups. Members are not clients of Wefunder EU or any Third Party Funding Portal. Although Wefunder EU evaluates potential Startups and determines which Startups will be able to engage in ECSP Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and 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 EU.
For all Startups listed on the Wefunder EU Site, Wefunder EU performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether Wefunder EU has a reasonable basis for believing that the Startup complies with ECSP). The information reviewed includes all information in the Startup’s profile and in its Form C. 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 EU nor its affiliates performs any separate due diligence on the Startups. Some of the Startups listed on the Wefunder EU Site may have been considered for, but not listed by a Third Party Funding Portal.
You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Wefunder EU.
You also acknowledge that none of Wefunder EU, any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal, tax, or transactional advisory services to 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 EU, any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither Wefunder EU nor any Third Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site 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.
6.3.2 Investments in ECSP Offerings through Startup Securities
In ECSP Offerings, Wefunder EU provides Startups an opportunity to raise funds by allowing Members to invest either (i) directly in Startups seeking capital or (ii) in SPVs (as defined below) which in turn invest in startups (as further described in Section 8 below), from both sophisticated and non-sophisticated investors. Startups seeking to raise money through ECSP are limited to raising a maximum of €5 million through ECSP Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 6.3.8 – "Investor Eligibility Requirements."
Members participating in ECSP Offerings (or SPVs through which Members invest, as applicable) will invest in Startup Securities, which will be debt, equity, or convertible securities issued by the Startup. The terms of the Startup Securities purchased in ECSP Offerings will vary depending on the type of security offered by a Startup. Investors should carefully consider the terms of the Startup Securities in which they invest (directly or via an SPV) and read the educational materials available on the Site about each type of security.
The terms of your investment will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup (or the SPV, as applicable). The Startup may reject your investment for any reason or for no reason in its discretion.
Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a payment service provider for the benefit of the Startup and other Startups raising funds through Wefunder EU. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Startup may not be processed. To the extent the number of investors in a Startup is capped by the Startup, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.
If you are residing in the European Union, all payments made to Wefunder are processed by Stripe and/or Vitesse, depending on the method you choose for transferring funds to Wefunder. Stripe processes certain types of payments and transmits those funds into an account maintained by Vitesse. Vitesse acts as a payment services provider between you and the company in which you decide to invest and was selected by Wefunder in order to segregate in an escrow (held by Vitesse PSP Derdengelden Stichting, a party related to Vitesse PSP B.V.) the investor funds. Stripe and Vitesse conform to the highest level of security. Vitesse is authorized by the Dutch Central Bank as a payment institution and Stripe is authorized by the Central Bank of Ireland as an E-money institution.
Your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular ECSP Offering by the deadline set forth in the Startup Information ("Target Deadline") provided on the Site. Funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached by the Target Deadline. If the Funding Target is not reached by the Target Deadline, your funds will be returned to you without interest. If the Funding Target is reached prior to the Target Deadline and the Startup desires to move the Target Deadline up, Wefunder EU or a Third Party Funding Portal (if applicable) will provide you with prior notice of such change. Otherwise, Wefunder EU or a Third Party Funding Portal (if applicable) will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Startup may also decide to accept investments that exceed the Funding Target. In this case, the Startup will provide investors with information regarding the Maximum Amount that will be accepted and the manner of allocating excess subscriptions. You will receive notice from Wefunder EU or a Third Party Funding Portal (if applicable) when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed.
You may revoke your investment in a Startup during the Fundraising by providing notice to Wefunder EU or a or a Third Party Funding Portal (if applicable) as provided on the Site. You may also revoke your investment at any time up until the later of (i) 48 hours before the Target Deadline or (ii) four calendar days after your investment was made. After that, your investment in the Startup can be processed. None of Wefunder EU, any Third Party Funding Portal or any of their affiliates will take physical custody of your funds.
You acknowledge that, in ECSP Offerings, if the Funding Target is not reached, your funds will be returned to you without interest.
6.3.3 Limitation on Subscriptions
You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.
6.3.5 Limitation of Liability and Indemnification
The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Wefunder EU, any Third Party Funding Portal and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder EU, any Third Party Funding Portal, and any of their affiliates, 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 other third party 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 EU, a Third Party Funding Portal or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder EU, any Third Party Funding Portal or any of their affiliates. You acknowledge that none of Wefunder EU, any Third Party Funding Portal, 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.
6.3.6 Fees Charged in Respect of ECSP Offerings
Wefunder EU will charge a fee to each Member who invests in a ECSP Offerings, which will be a percentage of the amount the Member invested at the time each ECSP Offering closes. Wefunder EU will also charge carried interest on ECSP Offerings, meaning Wefunder EU will be entitled to receive a portion of the profits earned by Members in a ECSP Offering (if any). Such fees and carried interest may be shared with third parties in Wefunder EU’s sole discretion. The fees applicable to a given ECSP Offering are listed in the KIIS for that offering.
6.3.7 Subscribing for Startup Securities
The Startup Securities offered to Members (directly or via an SPV) in ECSP Offerings will not be subject to a prospectus and will not be registered under the securities laws of any country. Startups will generally set a minimum subscription amount for investment for each Fundraising, which will generally be €100 at a minimum.
6.3.8 Investor Eligibility Requirements
In accordance with ECSP’s requirements, you must take the Knowledge Quiz prior to making an investment under ECSP and you must ensure you have read and understood the risk warnings in Section 6.4 below (the “Risk Warning”). We advise you against investing an amount that exceeds the higher of either €1 000 or 5% of your net worth. Should you decide to do so, you acknowledge and agree that you have read and understood the Risk Warning, you understand the investment and its risks, and you provide your explicit consent to continue with the investment.
6.3.9 Investor Contract Amendments
You hereby consent to the following actions being taken by Wefunder EU with respect to your investment contract with the Company and/or an SPV and you agree that the following language shall be treated as incorporated into the investment contract:
A. Wefunder EU may unilaterally amend the terms of your investment contract, provided that the amended terms (“Amended Terms”) are strictly more favorable to you than the original terms.
B. In connection with such an amendment, if the Startup is conducting an offering by issuing its securities to two or more SPVs and the SPV being issued Startup Securities featuring the Amended Terms is different than the SPV through which you originally invested, Wefunder EU may amend your investment contract such that the counterparty to the investment contract is the SPV being issued Startup Securities featuring the Amended Terms;
C. Wefunder EU may reduce the amount of your investment in a SPV associated with a Startup or the Startup itself if the reason for the reduction is that the Startup’s offering is oversubscribed
6.4 RISKS ASSOCIATED WITH ECSP OFFERINGS
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:
6.4.1 General
Investment in a crowdfunding project entails risks, including the risk of partial or entire loss of the money invested. Your investment is not covered by the deposit guarantee schemes established in accordance with Directive 2014/49/EU of the European Parliament and of the Council or the investor compensation schemes established in accordance with Directive 97/9/EC of the European Parliament and of the Council.
An investment in a Startup is suitable only for 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.
Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. You may not receive any return on your investment. Investment in a Startup is not a savings product and is not intended as a complete investment program. We advise you not to invest more than 10 % of your net worth in crowdfunding projects.
After a Liquidity Event (if any), 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. You may not be able to sell the investment instruments when you wish. If you are able to sell them, you may nonetheless incur losses.
6.4.2 No Guarantee of Investment Returns
None of Wefunder EU, any Third Party Funding Portal, or any of their affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.
6.4.3 Restrictions on Resale or Transfer
The Startup Securities are issued in a transaction exempt from the prospectus requirement and exempt from registration under applicable securities, and are not registered thereunder or under any other law of any state or jurisdiction. Startup Securities purchased through the Site in ECSP Offerings may carry limitations or prohibitions on their sale or transfer.
Even if you are able to sell or transfer your Startup Securities, there is a limited market for the sale of a Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Startup.
6.4.4 No Control Over Management of the Startups
You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.
6.4.5 No Control Over Startup Future Valuation
Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.
6.4.6 Limited Information About Startups
Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the KIIS, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.
6.4.7 No Assurance of Profit
An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Wefunder EU’s control. You will typically not receive returns, 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.
6.4.8 Direct Investment in Startups in ECSP Offerings
In ECSP Offerings, Members will invest in the securities of Startups either directly or via a SPV. The Startup will not be managed by Wefunder EU or any of its affiliates in any respect. The terms of any investment in a Startup effected through a ECSP Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.
6.4.9 Lack of Regulatory Oversight of ECSP Offerings and Offering Materials
Wefunder EU is registered as a Crowdfunding Service Provider with the Netherlands Authority for the Financial Markets (“AFM”). As such, Wefunder EU must submit certain information and materials to AFM and is subject to examination by AFM. In addition, Startups must post a disclosure document called a KIIS and updates and amendments to the KIIS. However, the crowdfunding regulatory regime and the KIIS are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings of securities under the Markets in Financial Instruments Directive (“MiFID”) or local public offering regulations, and, as a result, you may not receive the same level of disclosure and oversight that is available in those offerings.
6.4.10 Review of ECSP Offering Documents by Wefunder EU and/or a Third Party Funding Portal No Indicator of Likely Success of Startup or Guarantee of Investment Returns
Under ECSP, a Startup must post a KIIS disclosure document on the Site and provide the disclosure to prospective investors. As noted above, Wefunder EU will perform a limited review of Startups, including the information proposed to be provided in the KIIS and to potential investors, to determine whether to permit a Startup to engage in ECSP Offerings on the Site. However, Wefunder EU will not be reviewing any Startup’s KIIS or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Startup’s KIIS by Wefunder EU and/or AFM (if any) under ECSP does not indicate Wefunder EU’s or AFM’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.
6.4.11 An Investment in a Startup Does Not Offer a Complete Investment Program
An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.
6.4.12 Possibility of Phantom Income
It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).
6.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.
Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.
6.5 CONFLICTS OF INTEREST ASSOCIATED WITH ECSP OFFERINGS
6.5.1 General
Wefunder EU will facilitate ECSP Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder Advisors, Wefunder, Inc., and Wefunder Portal. Each of Wefunder EU, Wefunder Advisors, Wefunder Inc., and Wefunder EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder EU 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 Startup.
7. Agreements with respect to offerings with a Custodian
7.1 Beneficial Ownership of Securities
XX Investments, LLC, a Delaware limited liability company, or any successor custodian selected by Wefunder in its sole discretion, will serve as custodian ("Custodian") for the Startup Securities purchased and sold on the Portal pursuant to a Custodial and Voting Agreement ("Custodian Agreement"). Investor acknowledges that Investor’s purchase of Startup Securities will serve as a direction to the issuer of the Startup Securities ("Issuer") to issue the legal interest in the Startup Securities to Custodian, in Custodian’s capacity as a securities intermediary. Investor acknowledges and agrees that, for any Startup Securities purchased or sold on the Portal by Investor, the Custodian will be the sole holder of legal title to and be the sole record holder of such Startup Securities and Investor will have beneficial ownership of such Startup Securities. The books and records of the Issuer will show the Custodian as the sole legal and record owner of the Startup Securities. The sole dispositive record of the Investor’s beneficial ownership of the Startup Securities will be on the books and records of the Custodian, acting as transfer agent to the Issuer, or any successor transfer agent ("Transfer Agent").
7.2 Exercise of Voting Rights
Investor acknowledges and agrees that the lead investor(s) identified and appointed by the Startup and approved by Wefunder Inc. (the “Lead Investor”) will exercise all voting rights with respect to the Startup Securities and will take any actions in connection with such voting rights on behalf of the Investor, in accordance with the Custodian Lead Investor Power of Attorney (as defined below).
7.3 Lead Investor Agreement with Startup, XX Investments, LLC, and Wefunder Inc.
Investor acknowledges and understands that the Startup has entered into an agreement with the Lead Investor, XX Investments, LLC, and Wefunder Inc. (the “Lead Investor Agreement”), pursuant to which the Startup has the power to appoint the Lead Investor as Lead Investor, subject to the approval of XX Investments LLC and Wefunder Inc., and XX Investments LLC and Wefunder Inc has the power to remove the Lead Investor, as specified in that agreement. In addition, pursuant to the Lead Investor Agreement, the Lead Investor has the ability to resign as Lead Investor at any time upon at least 30 days prior written notice to the Startup, XX Investment LLC, and Wefunder Inc., or such shorter period as may be agreed to by the parties.
7.4 Lead Investor Power of Attorney
The Investor, by executing this Agreement, hereby appoints Lead Investor, with full power of substitution, as the Investor’s true and lawful representative and attorney-in-fact, and agent of the Investor, with full power and authority to make voting decisions on Startup Securities beneficially owned by the Investor and take any related actions (including, but not limited to, signing documentation). To the maximum extent permitted by law, this power of attorney (“Custodian Lead Investor Power of Attorney”) is coupled with an interest, will be irrevocable except as provided below and will survive, and will not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor. In the event that the Lead Investor is replaced by a successor Lead Investor, the Startup will provide investors with notice of the replacement, including information about the successor Lead Investor. In such an event, Investor acknowledges and agrees that this Power of Attorney will be revocable for the five-calendar day period beginning with the date of the Lead Investor replacement notice. If the Power of Attorney is not revoked by the Investor during this five-day period through written notice directed to the contact specified in the Lead Investor notice, then this Power of Attorney will remain in effect with respect to the successor Lead Investor. The Investor represents and warrants that the Power of Attorney granted by the Investor has been executed by it in compliance with the laws of the state or jurisdiction in which this Agreement was executed and to which the Investor is subject.
7.5 Lead Investor Compensation
Investor acknowledges and understands that the Lead Investor will not be compensated for the services it will provide to Investor pursuant to the Custodian Lead Investor Power of Attorney. Investor acknowledges and agrees that the Lead Investor may act as a portfolio manager for another special purpose vehicle advised by Wefunder Advisors LLC that invests in the Startup in a subsequent non-Reg CF round of financing and may receive compensation in that capacity.
7.6 INDEMNIFICATION OF LEAD INVESTOR
Investor shall indemnify and hold harmless each of XX Investments LLC, Wefunder Inc., the Lead Investor, and each of their respective successors and affiliates (together, the “Custodian Indemnified Parties”) from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the Custodian Indemnified Parties, including expenses of legal counsel arising out of, in connection with or based upon any act or omission by the Custodian Indemnified Parties relating in any way to the Custodian Lead Investor Power of Attorney, so long as the Custodian Indemnified Parties are not grossly negligent and have acted in good faith.
8. AGREEMENTS WITH RESPECT TO REGULATION CF OFFERINGS WITH A SPECIAL PURPOSE VEHICLE (SPV)
8.1 ISSUING SECURITIES THROUGH A SPV
Instead of issuing its securities directly to investors, a Startup may decide to issue its securities to one or more special purpose vehicles (each, an “SPV”) which will then issue its securities to investors. In all such cases, the SPV will be formed by Wefunder Admin, LLC (“Wefunder Admin”) on behalf of the Startup and will be a co-issuer with the Startup in the offering under Reg CF or ECSP, as applicable. The Startup's use of a SPV will be intended to allow investors in the SPV to achieve the same economic exposure, voting power, and ability to assert State and Federal law rights, and receive the same disclosures, as if they had invested directly in the Startup in an offering made under Reg CF or ECSP, as applicable. In this regard, an investor investing in the Startup through a SPV will have the same relationship to the Startup Securities, in terms of number, denomination, type and rights, as if the investor invested directly in the Startup. Unless otherwise stated in the Startup Information, Form C, and/or KIIS (as applicable), the Startup’s use of a SPV will not result in any additional fees being charged to investors. Where a SPV is used, the Startup and the SPV will be co-issuers of the securities being issued and disclosure regarding both the Startup and the SPV will be provided in the applicable Form C or KIIS, as applicable. Investor acknowledges that his or her investment in a Startup may be made through such a SPV. Investor acknowledges that Investor may be required to provide tax-related information about Investor (including but not limited to Investor’s Tax Identification Number or a local equivalent) prior to receiving any disbursements from a SPV.
8.2 EXERCISE OF VOTING RIGHTS
Investor acknowledges and agrees that the lead investor(s) identified and appointed by the Startup and approved by Wefunder Inc. (the “Lead Investor”) will exercise all voting rights with respect to the securities issued by the SPV and will take any actions in connection with such voting rights on behalf of the Investor, in accordance with the SPV Lead Investor Power of Attorney.
8.3 LEAD INVESTOR AGREEMENT WITH STARTUP AND WEFUNDER INC.
Investor acknowledges and understands that the Startup has entered into an agreement with the Lead Investor and Wefunder Inc. (the “Lead Investor Agreement”), pursuant to which the Startup has the power to appoint the Lead Investor as Lead Investor, subject to the approval of Wefunder Inc., and Wefunder Inc. has the power to remove the Lead Investor, as specified in that agreement. In addition, pursuant to the Lead Investor Agreement, the Lead Investor has the ability to resign as Lead Investor at any time upon at least 30 days prior written notice to the Startup and Wefunder Inc. or such shorter period as may be agreed to by the parties.
8.4 LEAD INVESTOR POWER OF ATTORNEY
The Investor, by entering into this Agreement, hereby appoints the Lead Investor, with full power of substitution, as the Investor’s true and lawful representative and attorney-in-fact, and agent of the Investor, with full power and authority to make voting decisions on SPV securities or Startup Securities owned by the Investor and take any related actions (including, but not limited to, signing documentation). To the maximum extent permitted by law, this power of attorney (“SPV Lead Investor Power of Attorney”) is coupled with an interest, will be irrevocable except as provided below and will survive, and will not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor. In the event that the Lead Investor is replaced by a successor Lead Investor, the Startup will provide investors with notice of the replacement, including information about the successor Lead Investor. In such an event, Investor acknowledges and agrees that this Power of Attorney will be revocable for the five calendar day period beginning with the date of the Lead Investor replacement notice. If the Power of Attorney is not revoked by the Investor during this five-day period through written notice directed to the contact specified in the Lead Investor replacement notice, then this Power of Attorney will remain in effect with respect to the successor Lead Investor.
8.5 LEAD INVESTOR COMPENSATION
Investor acknowledges and understands that the Lead Investor will not be compensated for the services it will provide to Investor pursuant to the SPV Lead Investor Power of Attorney. Investor acknowledges and agrees that the Lead Investor may act as a portfolio manager for another special purpose vehicle advised by Wefunder Advisors LLC that invests in the Startup in a subsequent non-Reg CF round of financing and may receive compensation in that capacity.
8.6 INDEMNIFICATION OF LEAD INVESTOR
Investor shall indemnify and hold harmless Wefunder Admin, the Lead Investor, and each of their respective successors and affiliates (the “SPV Indemnified Parties”) from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the SPV Indemnified Parties, including expenses of legal counsel arising out of, in connection with or based upon any act or omission by the SPV Indemnified Parties relating in any way to the SPV Lead Investor Power of Attorney, so long as the SPV Indemnified Parties are not grossly negligent and have acted in good faith.
8.7 CERTAIN FRACTIONAL INVESTMENTS AND ALLOCATION OF REMAINING AMOUNTS
In the event that the aggregated purchase amounts of investors (“aggregate investment”) in the Special Purpose Vehicle (SPV) shall result in an amount that is not divisible by the share price of the corresponding securities to be held by the SPV, the SPV shall round down to the nearest whole share purchasable by the aggregate investment. If the remaining portion of the aggregate investment (“remaining portion”), in Wefunder’s sole discretion, is determined immaterial it will be allocated without consideration to the issuer whose securities are to be held by the SPV. If the remaining portion is deemed material, it will be distributed pro-rata to investors which are included in the aggregate investment.
9. AGREEMENTS WITH RESPECT TO OFFERINGS WITH A NOMINEE
Offerings that make use of a nominee are subject to our Investor Nominee Terms.
C. STARTUP AGREEMENT
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). If I am accessing the Site and/or using the Services on behalf of a Startup (as defined in the Terms of Service), my agreement to this Startup Agreement will be treated as the agreement of both me as an individual and for Startup, and all references to "I" or "you" herein shall include Startup.
I represent and warrant to Wefunder, Inc. and Wefunder Portal LLC (together, with their affiliates, "Wefunder") that the information submitted about my Startup is correct and complete, and that I have the requisite authority to make decisions on behalf of my Startup. I understand and agree that if any event occurs or circumstance arises that causes the information in Startup'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 or any Services to raise capital. I agree that I am fully responsible for the accuracy of any information related to Startup that I upload, and I am fully responsible for any and all consequences and claims related to any investment that is made in Startup 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, IN ITS SOLE DISCRETION AND FOR ANY REASON, RESERVES THE RIGHT TO CLOSE THE STARTUP’S OFFERING AT ANY TIME.
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 INC. 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. I UNDERSTAND THAT WEFUNDER PORTAL, LLC IS A "FUNDING PORTAL" BUT IS NOT A "BROKER" OR A "DEALER"
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 Inc., Wefunder Portal, LLC, and their 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 understand that my use of the services of Wefunder, Inc. or Wefunder Portal LLC, obligates me and my Startup to provide notice to Wefunder about any upcoming financing rounds or significant transaction like mergers and acquisitions. The Startup also agrees that it will give a future SPV advised by Wefunder Advisors LLC, or an affiliate of Wefunder, the right to participate in its future financing rounds (except those conducted under Regulation CF) up to its “pro rata share” (the "SPV Rights"). “Pro rata share” for purposes of these SPV Rights is the ratio of (x) the number of securities purchased in all of Startup’s Reg CF offering(s) made through Wefunder Portal to (y) the Startup’s Capitalization. “Capitalization” is calculated as of immediately prior to the relevant round of financing, and includes (without double counting): (i) all shares of the Startup’s capital stock that are issued and outstanding, and (ii) all options, restricted stock awards or purchases, RSUs, SARs, warrants or similar securities, vested or unvested, that are issued and outstanding.
I understand and agree that my Startup will pay Wefunder a yearly fee of $1,000, if contemplated in the listing agreement between my Startup and Wefunder. If present in the listing agreement and my Startup fails to pay the yearly fee to keep the Reg CF SPV active, Wefunder has the right to dissolve the SPV, resulting in my Startup's investors being reflected directly in my Startup's capitalization records.
I understand and agree that my Startup agrees to reserve a portion of the Securities issuable in the financing for investors in the Wefunder community equal to (i) if the maximum offering size is $1,235,000 or less, 10% of the maximum offering size; or (ii) if the maximum offering size is over $1,235,000, 5% of the maximum offering size (the "Wefunder Community Allocation"). Wefunder may determine, in its sole discretion, which investors are eligible to participate in the Wefunder Community Allocation. In the event that Wefunder chooses not to exercise such allocation or there is insufficient interest from the Wefunder community, the remaining Securities will be allocated in the method described in the Startup’s Form C.
I agree that Wefunder, Inc. or Wefunder Portal LLC, as the case may be, shall have the right, but not the obligation, to list Startup 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 Startup, Wefunder Inc. or Wefunder Portal, LLC has the right, during and after the term of this Agreement, to list Startup and details of the transaction on the Site and in other materials promoting the Services.
Nominee Terms & Conditions
1. Background and Definitions
1.1 These Investor Nominee Terms apply between the Investor, the Nominee and Wefunder Inc and its affiliates (Wefunder) in relation to the investment and form part of the Investor Agreement.
1.2 It has been agreed that the Investor will invest for Securities issued by the Company which Securities will be held on behalf of the Investor by the Nominee, upon the terms and subject to the conditions set out in the Company’s campaign offering page and associated documentation (for example, a Key Investment Information Sheet) on the platform hosted by Wefunder, these Investor Nominee Terms and the Investment Documentation.
1.3 In consideration of the Nominee acting as the legal holder of the Securities for the Investor and in consideration of the mutual promises and covenants made in these Investor Nominee Terms and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree to these Investor Nominee Terms.
1.4 Unless otherwise defined or unless the context otherwise requires, words and expressions defined in the Investor Agreement shall have the same meanings in these Investor Nominee Terms. References to "these Investor Nominee Terms" shall mean reference to the provisions set out in this Schedule. Subject to the foregoing, in these Investor Nominee Terms:
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Ireland and the Netherlands are open for business;
Company means a company in which Investors have invested via an offering on the platform hosted by Wefunder and on behalf of whom the Nominee holds the legal title to the Securities;
Data Protection Legislation means all applicable laws relating to the processing of Personal Data and privacy including, without limitation, the Irish Data Protection Acts 1988 to 2018, the e-Privacy Directive (2002/58/EC) and the General Data Protection Regulation (EU) 2016/679 (GDPR) and, where the context so requires, equivalent or replacement legislation of any applicable jurisdiction, delegated legislation of other national data protection legislation, and all other applicable law, regulations and approved codes of conduct, certifications, in any relevant jurisdiction relating to the processing of Personal Data. For the purposes of these Investor Nominee Terms, the terms "Personal Data", “controller” and "processing" will have the same meanings as ascribed to those terms in the GDPR;
Encumbrance means any type of encumbrance or security interest of any nature including, any mortgage, charge, assignment, hypothecation, pledge, lien or security interest, agreement or arrangement of any nature whatsoever having a similar effect, any option or right of pre-emption or first refusal or any adverse claim or right or third party right;
Investment Documentation means any agreement, deed, letter, instrument, certificate or document of any nature relating to the Investment, including but not limited to any application form, resolution, board minute, disclosure letter, non-disclosure or other agreement, any heads of agreement, investment agreement, loan note instrument, constitution, subscription agreement, shareholders’ agreement, subscription and shareholders’ agreement, advance subscription agreement option agreement and/or simple agreement for future equity, including, for the avoidance of doubt but without limiting the generality of the foregoing, any document providing for warranties (including as to title) and/or indemnities to be given by an Investor, the granting of any power of attorney whatsoever by an Investor to any other person(s) (including any body corporate or corporation);
Investor has the meaning given to it in the Investor Agreement;
Investor Agreement means the Lead Investor Agreement entered into between the Lead Investor, Wefunder and the Company in relation to each investment campaign;
Nominee means Wefunder Investments Limited, a private limited company incorporated in Ireland with registered number 712956 and any person to whom the Nominee may transfer the legal interest in the Securities, in accordance with these Investor Nominee Terms;
Regulations means the European Union (Anti-Money Laundering: Beneficial Ownership of Trusts) Regulations 2021 (as may be amended from time to time); and
Securities means the shares of any class, loan notes, convertible promissory notes, equity or debt securities, convertible securities, warrants, options, advanced subscription rights, profit participation notes or such other securities of any type or class in the capital of the Company which are, or will be issued to the Nominee on or about the date of these Investor Nominee Terms upon completion of a successful fundraise and beneficially owned by the Investor (Existing Securities) and all other securities of any class, loan notes, convertible promissory notes, equity or debt securities, convertible securities, warrants, options, profit participation notes or such other securities in the capital of the Company that the Investor shall at any time and from time to time in the future become interested or entitled (including (i) issued pursuant to any re-organisation of the Company, (ii) issued in replacement of or in exchange for any Existing Securities held by the Investor and/or (iii) acquired on behalf of the Investor pursuant to any pre-emption and/or offer-round provisions in which the Investor has actively participated in accordance with the Investor Agreement) (Future Securities).
2. Appointment
2.1 The Investor appoints the Nominee to hold legal title to all Existing and Future Securities in accordance with the provisions of these Investor Nominee Terms.
2.2 The Nominee confirms, acknowledges and agrees that it:
(a) will be the registered legal owner of the Existing Securities and hold the Existing Securities as nominee and on bare trust for the Investor absolutely;
(b) will be the registered legal owner of any Future Securities and hold any Future Securities as nominee and on bare trust for the Investor absolutely; and
(c) has no beneficial interest in the Securities.
2.3 The Investor acknowledges and agrees with the Nominee and Wefunder (for itself and as trustee for its affiliates) that:
(a) the Securities are subject to the rights, restrictions, privileges, terms and conditions set out in the Investment Documentation (as if the Investor were the legal owner of the Securities);
(b) it will be bound by the Investment Documentation and that the Investor may not be entitled to sell, transfer or otherwise dispose of any legal or equitable interest in any of the Securities (including for this purpose the creation of any Encumbrance over any of the Securities) unless it is a transfer made in accordance with the terms of the Investment Documentation;
(c) it will not take or endeavour to take, or direct or instruct the Nominee or Lead Investor to take or endeavour to take any action which is contrary to the terms of the Investment Documentation.
3. Lead Investor Advice to Nominee
3.1 In accordance with the Investor Agreement, the Investor agrees that the Lead Investor has the right to advise the Nominee in the performance of the actions set out in the Investor Agreement and or under any Investment Documentation. The Investor hereby irrevocably and unconditionally instructs, directs and authorises the Nominee to take all such action and do all such things in relation to the Securities as advised to the Nominee by the Lead Investor and acknowledges that it may not directly instruct the Nominee to take any action.
3.2 The Nominee will be responsible for the performance of only such duties and obligations as are set out in these Investor Nominee Terms or are contained in any written instructions received from the Lead Investor. Such performance is subject to all applicable laws and regulations.
3.3 The Nominee shall be entitled to rely on any communication, authority or document believed by the Nominee to be genuine and correct or to have been signed, sent, made or given by the Lead Investor and shall be entitled to consult legal advisers selected by the Nominee (including advisers affiliated with Wefunder in respect of the Securities) and to rely on their advice and to appear in any legal proceedings affecting the Securities to which the Nominee may be made a party.
3.4 The Nominee shall not be obliged to take any action where the Lead Investor has: failed to advise the Nominee; not given clear or unequivocal advice, where upon receipt by the Nominee of instructions (on a Business Day) the time period indicated by the Company for responding to any matter has already passed, or the Company has indicated that the matter has already been consented to, passed, approved or otherwise by a requisite majority not including Securities held by the Nominee, or where the Nominee (acting reasonably) has concerns regarding the Lead Investor's instructions (for example, if the Lead Investor may have a conflict of interest - as further described in the Lead Investment Agreement).
4. Power of Attorney
4.1 The Investor hereby irrevocably and unconditionally appoints the Nominee and any director from time to time of the Nominee (Attorney) to be its lawful attorney and with full power and authority in its name and on its behalf and as its acts and deeds, with full authority to:
(a) enter into any Investment Documentation (and any amendment or replacement document(s)) on behalf of the Investor;
(b) execute all such deeds and other documents as advised by the Lead Investor;
(c) agree to sell and/or transfer, the Securities (or any of them) or any rights or interests therein (including the legal and beneficial interest), for such price and/or other consideration and upon such terms as the Lead Investor so advises and to enter into all agreements connected with or ancillary to any such sale or transfer and to give all covenants, undertakings, warranties and indemnities in relation thereto, and to execute an instrument or instruments of transfer in respect of the Securities, or any part thereof or any such interest therein aforesaid;
(d) give all consents and waivers and to refrain from exercising or enforcing all rights as shall for the time being and from time to time be capable of exercise or enforcement by the Investor in respect of the Securities;
(e) exercise all voting rights attaching to the Securities, including to cast votes in respect of the Securities at all meetings of the Company or of classes of Securityholders of the Company (or abstain from doing so) and to appoint proxies and generally to do all things commonly required at or in relation to such meetings, including the giving of consents to the holding thereof at short notice, the calling for a poll, the election of a chairperson and other similar matters;
(f) receive all dividends, distributions, assets, distributions in specie, new securities, interest and any other payments whatsoever arising from the Securities;
(g) without prejudice to Clause 4.1(a) above, to transfer the legal and beneficial ownership in the Securities pursuant to a provision in any Investment Documentation requiring the compulsory transfer of the Securities; and
(h) generally act in relation to the Securities in all respects as the Investor could do.
4.2 The Investor will not issue, sign or execute any instrument, and undertakes to immediately revoke any powers given under such instrument, which contradict or are inconsistent with the power of attorney granted under this Clause 4. If the Investor fails to revoke such an instrument, the Attorney is authorised to revoke the powers given in that instrument which contradict or are inconsistent with the power of attorney which has been granted.
4.3 The parties declare that a person who deals with the Attorney in good faith may accept a written statement signed by the Nominee to the effect that the power of attorney in this Clause 4 has not been revoked as conclusive evidence of that fact.
4.4 The parties declare that any agreements, certificates, instruments, other documents, acts and things which shall be executed or done by the Attorney by virtue of the power of attorney granted in this Clause 4 shall be as good, valid and effectual to all intents and purposes whatsoever as if they had been executed or done by the Investor.
4.5 Each Attorney may in his or her sole discretion from time to time delegate to an agent (including but not limited to, the officers and directors of the agent) the exercise of one or more of the powers conferred on an attorney. For the avoidance of doubt, no agent shall have the power to make a delegation.
4.6 The Investor hereby undertakes to ratify everything which the Nominee, acting as its attorney under the power contained in this Clause 4 shall do or purport to do by virtue of the power of attorney hereby granted and declares this power of attorney to be irrevocable and unconditional for the term of these Investor Nominee Terms. The power of attorney granted under this Clause 4 is irrevocable, granted by way of security for the obligations of the Investor under the Investor Agreement and these Investor Nominee Terms, and is coupled with an interest.
5. Registration
5.1 The Investor agrees that for so long as the Investor shall hold any beneficial interest in the Securities:
(a) it is a fundamental condition of the Investor Agreement that any and all Securities in the capital of the Company, upon the Investor acquiring any interest therein by the issue or transfer thereof or otherwise howsoever, shall forthwith be and remain registered in the name of the Nominee; and
(b) the Investor agrees not to exercise any rights, entitlement or interest of any nature whatsoever in respect of the Securities which he would otherwise be entitled so to do by virtue of being the holder of the beneficial interest in the Securities.
5.2 The Investor confirms to each of Wefunder and the Nominee that all of the Securities will, upon their registration in the name of the Nominee, be free from all Encumbrances.
6. Transfers
6.1 The Investor understands and acknowledges that the Securities will have restricted transferability and the Investor will be able to transfer its beneficial interest in the Securities only at the sole discretion of the Nominee, which may consult with the Company, the Lead Investor, Wefunder, and/or the Nominee’s legal advisers (including advisers affiliated with Wefunder) in determining whether to approve such transfer. The Nominee and Wefunder reserve the right to require that, for any proposed transfer by an Investor:
(a) the proposed transfer is consistent with the organisational documents of the Company;
(b) appropriate information is provided to Wefunder and the Nominee regarding the proposed transfer and the transferee (including without limitation the name and address of the transferee, the number of Securities being transferred, the date of the transfer and the price at which the Securities are being transferred and any other information reasonable required);
(c) the transferee successfully completes “know your customer” and/or anti-money laundering checks;
(d) the transferee is, or immediately on the completion of the transfer becomes, a member of the Wefunder platform;
(e) following completion of the transfer, the transferee is deemed to have adhered to and shall be bound by the terms of this Agreement in all respects as an "Investor";
(f) a processing fee is paid by the transferor and/or transferee;
(g) such other requirements as the Nominee or Wefunder may reasonably determine have been met.
6.2 The Investor agrees that if at any time any Securities are required to be transferred to any person (i) under law or any term of any Investment Documentation requiring the compulsory transfer of the Securities, (ii) upon the advice of the Lead Investor, the Nominee shall transfer the legal and or (on behalf of, and as attorney for the Investor) the beneficial title to such Securities without the need for the prior consent of the Investor (or without consulting the Lead Investor if a transfer is proposed to be made in circumstances falling within Clause 6.2.(i) hereto) and the Nominee shall transfer or direct the transfer of funds to Wefunder to hold any proceeds of such transfer on trust for the relevant Investor or to the Investor in accordance with the Investor Agreement.
7. General Dealing
7.1 Subject always to the terms of the Investment Documentation, the Nominee shall have full power and authority or as required pursuant to the Investment Documentation, upon the express advice of the Lead Investor, to take and implement all and any decisions in respect of the Securities and/or any interests, rights, entitlements or obligations relating thereto, including without prejudice to the generality of the foregoing:
(a) offering the Securities for sale;
(b) granting any option over the Securities;
(c) agreeing to sell the Securities pursuant to any offer made for them and entering into all agreements, Agreements, instruments (including, without limitation, any share purchase agreement, Agreement of tax covenant, escrow agreement and/or sellers' representative agreement) and giving all warranties, covenants, indemnities, undertaking and commitments related to or ancillary to any such sale;
(d) declining to take up or accept any Securities, loan notes or any other securities in the Company or any other company offered in consequence of the holding of the Securities;
(e) attending any meeting of the Securityholders of the Company or any class thereof and acting thereat as to votes, approvals, consents, calls for a poll and other matters at its absolute discretion as to all of the Securities in accordance with the provisions of the Investment Documentation;
(f) complying with the terms of any deemed transfer notice or drag along notice issued in accordance with the terms of the Investment Documentation, including permitting the redemption or purchase of the Securities in accordance with the terms of the Investment Documentation;
(g) to accept Securities in the capital of any company where such Securities are issued pursuant to the re-organisation of the Company and/or the group of companies of which the Company is a member and to hold such Securities in accordance with these Investor Nominee Terms and in such instance any reference in these Investor Nominee Terms to "Securities" shall be construed to mean those Securities so issued and any reference in these Investor Nominee Terms to "Company" shall thereafter mean the company who has allotted Securities in consequence of the re-organisation;
(h) generally behaving in relation to the Securities (subject to and in accordance with the Investment Documentation as if it were the owner thereof, but subject to the provisions of these Investor Nominee Terms).
7.2 The Investor acknowledges that the Nominee shall not be required or obligated to enforce any term of any Investment Documentation on behalf of itself or any Investor.
8. Funds
Subject to Clauses 8.2 and 8.3 below, all cash dividends, cash distributions, interest, payments and other monies accruing to and received by the Nominee pursuant to or in respect of the Securities shall be the property of and belong to the Investor. The Nominee is hereby authorised, for administrative purposes only, to lodge (or to direct the Company or other third party to pay) to an account maintained by it, Wefunder, or otherwise in accordance with the Investor Agreement and all applicable regulations any monies received by the Nominee for the account of the Investor, but shall as soon as is reasonably practicable after receipt, remit to the Investor all funds received by the Nominee in respect of or pursuant to the Securities held by it as nominee and/or as agent for the Investor, after deducting or retaining any amounts which it is required by law to deduct or retain and any other amounts that are due under the Investor Agreement such as Carried Interest, and the payment to the Investor shall be sufficient evidence of payment and shall be a good discharge to the Nominee and Wefunder.
8.1 Where a sum of less than EUR10.00 has accrued to and been (or is due to be) received by the Nominee in respect of the Securities of the Investor a (“de minimis amount”), the Nominee shall not be obliged to remit or direct remittance of each such de minimis amount to the Investor immediately after payment by a Company of it in accordance with Clause 8.1 above but is hereby authorised, for administrative purposes only, to retain all de minimis amounts as are received by on behalf of the Investor it from time to time in an escrow account maintained by an authorized payment service provider engaged by Wefunder for the account of the Investor and shall only be obliged to remit the de minimis amounts to the Investor once the aggregate of the de minimis amounts held in such escrow account exceeds EUR10.
8.2 Notwithstanding anything to the contrary, the Nominee and/or Wefunder may from time to time charge the Investor fees and expenses necessary for providing the services under this Agreement and which may be deducted from any funds received in respect of any Securities. Any such fees and expenses shall be exclusive of any fees and expenses which are covered by the Investor Agreement.
9. Notifications
The Nominee will not be required to send to the Investor (unless it is the Lead Investor, in which case the terms of the Lead Investor Agreement shall apply as regards notifications) any notices, accounts or other documents received by it as holder of the Securities.
10. Liability
10.1 Except in the case of fraud, none of the Nominee, its directors or shareholders shall be liable to the Investor for the manner in which it shall exercise or perform any of its duties or discretions hereunder, or for any failure to do so.
10.2 The Nominee shall have no liability of whatsoever nature for any loss suffered or incurred by the Investor occasioned directly or indirectly by reason of: (i) any delay in actual receipt by the Nominee of any advice from the Lead Investor; (ii) any delay in actual receipt by the Nominee of any notice of any payments, redemption or any other transaction whatsoever regarding the Securities in respect of which the Nominee is advised by the Lead Investor to take any action; and/or (iii) any actions undertaken by the Nominee in accordance with any advice received by the Nominee from the Lead Investor.
10.3 The Nominee will be responsible for the performance of only such duties and obligations as are set forth in these Investor Nominee Terms.
10.4 The Investor hereby indemnifies and shall keep indemnified the Nominee and its directors and shareholders against all losses, liabilities and damage which the Nominee may suffer and any action, proceedings, costs, damages, expenses, claims and demands taken against, incurred by or suffered by the Nominee, arising from its acting as nominee pursuant to these Investor Nominee Terms or otherwise performing its obligations and functions hereunder save where any of the aforementioned matters arise solely out of any acts of fraud of the Nominee.
10.5 The Nominee shall not be required or obligated to take any action in relation to any Securities or any Company unless the Investor agrees to indemnify the Nominee for any and all cost(s), expense(s) (including legal fees), liabilities, claim(s) and/or charge(s) incurred by the Nominee in such enforcement.
10.6 The Investor hereby agrees and acknowledges that any taxes payable in respect of, or in connection with, the Securities and any of the proceeds arising from their issue or sale shall be the sole responsibility of the Investor and shall be paid by the Investor when due and payable and the Investor hereby indemnifies and shall keep indemnified the Nominee, its directors and shareholders against any costs, charges, losses and expenses, howsoever arising, as a result of non-payment or delayed payment by the Investor of any such taxes.
10.7 The Nominee shall be entitled from time to time to obtain the advice of professional advisers, including advisers affiliated with Wefunder with respect to any matter pertaining to the Securities, Investment Documentation and/or the Nominee’s responsibilities under these Investor Nominee Terms. The Nominee shall be entitled to rely on all such advices and to act for the purposes of these Investor Nominee Terms in accordance therewith and shall have full and complete authorisation and protection with respect to any such action taken in good faith.
10.8 This Clause 10 shall survive termination or expiry of these Investor Nominee Terms for whatever reason.
11. Reporting Obligations and Data Protection Acknowledgement
11.1 To the extent these Investor Nominee Terms constitute the creation of a Relevant Trust (as defined in the Regulations) and the Investor here expressly irrevocably and unconditionally:
(a) authorises, instructs and directs the Nominee and Wefunder to take all such action and do all such things to facilitate and ensure compliance by the Nominee of its obligations under the Regulations as regards the trust(s) created pursuant to these Investor Nominee Terms including for the avoidance of doubt submitting details of the Investor and the Investor’s interest in the Securities with the Central Register of Beneficial Ownership of Trusts maintained by Revenue Commissioners of Ireland (or any other competent authority from time to time), as required under the Regulations, such information to include (but may not be limited to) the Investor’s name, residential address, date of birth, nationality, personal public service/social insurance number (or other tax number), passport or national identification number (“Investor Details”); and
(b) undertakes to (i) provide (in a timely manner and without delay) the Nominee and Wefunder with all and any Investor Details which may be requested by the Nominee for the purposes of complying with its statutory obligation and (ii) notify the Nominee (within one month), in the event that any change occurs in (x) the Investor's interest in the Company and/or (y) any Investor Details previously provided to the Nominee; and
11.2 The Investor consents to, where required and otherwise acknowledges for all purposes (including all Data Protection Legislation) (i) the receipt, use and retention (in electronic or other form) by the Nominee and the Company of any Personal Data provided to them under or in relation to these Investor Nominee Terms (ii) the provision of all such information to the Revenue Commissioners or other competent authority (as well as advisers to the Company and/or the Nominee) as required to comply with the Regulations or any other legal obligations imposed on either of them; (iii) the provision of such information to any financial, legal or other advisers of the Company; (iv) the provisions of such information to any third party as may be strictly necessary in the context of any transfer of the Securities to any third party (which third party may be located outside of Europe).
11.3 The Company, the Nominee, and Wefunder shall each act as an independent controller in respect of all Investor Personal Data processed under or in relation to the arrangements governed by these Investor Nominee Terms by either of them.
11.4 The Nominee and Wefunder shall collect, store and otherwise process personal data relating to the Investor on the basis of its contractual obligations to the Investor under these Investor Nominee Terms.
11.5 The Company shall collect, store and otherwise process personal data relating to the Investor on the basis of its contractual obligations to the Investor under these Investor Nominee Terms, or on the basis of its legitimate interests.
11.6 Both the Nominee and Wefunder will process Investor Personal Data in accordance with the Wefunder privacy notice hosted as https://wefunder.com/terms#privacy.
11.7 The Company, the Nominee, and Wefunder each agree as follows in respect of Personal Data processed under these Investor Nominee Terms:
(a) to meet the requirements of the Data Protection Legislation and in particular their obligations as data controllers;
(b) to cooperate as necessary to respond to any data subject requests or queries; and
(c) to cooperate as necessary to respond to any actual or suspected data security incident in a timely manner.
12. General
12.1 Assignment
(a) The rights of the Investor shall be deemed to be personal rights and shall not be assignable unless approved in writing, in advance, by Wefunder or the Nominee at their own discretion. Any purported transfer of the beneficial title to the Securities by the Investor that is not in accordance with this Agreement shall not be recognised by Wefunder, the Nominee or the Company.
(b) The rights and obligations of the Nominee may be assigned or novated by the Nominee to any person to whom the Nominee transfers the legal interest in any Securities (only) (Replacement Nominee) and the Replacement Nominee shall agree to be bound by the obligations under these Investor Nominee Terms and its successors in title to the transferee of the legal interest in the Securities without the consent of the Investor to these Investor Nominee Terms and such transferee shall thus be entitled to the benefit and subject to the obligations of the provisions of these Investor Nominee Terms as if that transferee were named in these Investor Nominee Terms as the party entitled thereto.
(c) The rights and obligations of Wefunder Inc may be fully or partly assigned or novated by it to any affiliate or group company at any time and the Nominee may execute any such deed of novation (or other document to effect such assignment or novation) on behalf of the Investor, using the power of attorney granted by the Investor under Clause 4.
12.2 Binding on Successors
The provisions of these Investor Nominee Terms shall enure to the benefit of and be binding upon the respective successors and personal representatives of the parties hereto.
12.3Modification
(a) No modification of any provision of these Investor Nominee Terms shall be binding unless the same shall be evidenced by the provision of fresh electronic consent by each of the parties in accordance with Clause 12.7 below. For the avoidance of doubt, Wefunder and/or the Nominee reserve the right to amend these terms on future investment campaigns to which the Investor may separately become a party. If any clause is deemed invalid or unenforceable, it shall not impact upon the remainder of this Agreement which shall remain in force.
(b) In the event that any of terms of these Investor Nominee Terms be adjudged to be invalid or unenforceable by any court of competent jurisdiction but would be adjudged fair and reasonable if any part of the wording thereof were amended, modified, deleted or reduced in scope then this clause shall apply with such amendments, modifications, deletions and reductions in scope as may be necessary to make them valid and effective.
12.4 Notices
(a) Any notice or other communication required or permitted to be given or made under these Investor Nominee Terms shall be in writing and addressed or sent:
- if to the Investor in accordance with the provisions of the Investor Agreement;
- if to the Nominee by e-mail to: [email protected];
- if to Wefunder by e-mail to: [email protected];
(b) Any notice or other communication required or permitted to be given or made under these Investor Nominee Terms shall be validly given if delivered by electronic means, such as by e-mail and shall be deemed to be given or made at the time of the electronic transmission provided that if such notice is outside working hours (being 9.00am to 5.30pm on a Business Day), the notice or communication shall be deemed to be given or made at the start of working hours on the next succeeding Business Day.
12.5 Construction
(a) In these Investor Nominee Terms words such as "hereunder", "hereto", "hereof" and "herein" and other words commencing with "here" shall, unless the context clearly indicates to the contrary, refer to the whole of these Investor Nominee Terms and not to any particular Section or Clause thereof.
(b) References to holding company or subsidiary company, have the meaning given to those terms under the Irish Companies Act 2014.
(c) References to any national or supra-national statute, regulation or statutory provision include a reference to that statute, regulation or statutory provision as from time to time amended, extended or re-enacted.
(d) Save as otherwise provided herein, any reference herein to a section, Clause, schedule or paragraph shall be a reference to a section, sub-section, Clause, sub-Clause, paragraph or sub-paragraph (as the case may be) of these Investor Nominee Terms.
(e) In these Investor Nominee Terms, reference to one gender shall be a reference to all genders and the singular shall include the plural and vice versa. References to persons shall include natural persons, firms, bodies corporate, unincorporated associations and partnerships, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).
(f) Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(g) Any reference to any agreement shall be construed as including a reference to that agreement as amended, extended or restated, novated or assigned from time to time.
(h) The headings and captions to the Clauses in these Investor Nominee Terms are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Investor Nominee Terms.
(i) This Agreement can be translated from time to time. In the event of conflict between the English text and a translation, the English version shall prevail.
12.6 Governing Law
These Investor Nominee Terms shall in all respects (including in respect of the formation of a contract and its performance) be governed by and construed in accordance with the laws of Ireland. The parties to these Investor Nominee Terms agree to submit to the exclusive jurisdiction of the courts of Ireland in relation to any disputes or proceedings arising out of or in connection with these Investor Nominee Terms.
12.7 Electronic Consent
Each of the parties acknowledge and confirm that they have entered into these Investor Nominee Terms as of the date of electronic consent. Please see the Electronic Consent that is available on the Wefunder website at: https://wefunder.com/terms and which is expressly incorporated into the Investor Agreement.
PRIVACY POLICY
Effective October 17, 2022
This privacy policy ("Privacy Policy") describes how Wefunder Inc., Wefunder Portal LLC, Wefunder Advisors LLC, Wefunder Investments Ltd, and Wefunder EU B.V. ("Wefunder" "we" "us" or "our") collect, use, and share information about users of our websites, including wefunder.com, our Apps and our associated services (collectively, our "Site" and "Services"). We are committed to protecting and respecting your privacy. To understand more about the roles we carry out in handling personal information, please see the Contact Us section. By using our Site and Services, you acknowledge you have read and understood this Privacy Policy and our practices described below. Your use of our Site and Services is also subject to our Terms of Use. Please note that any user information shared with one of our entities may be shared among the other Wefunder entities.
Information We Collect about you
Information you provide us.When you use our Site, our Services or otherwise choose to interact with us, we receive personal information about you such as when you register for and create a profile on our Site. Personal information means information from which you may be identified both directly (from that information alone) and indirectly (when different pieces of information are combined).
We may collect and process the following personal information from you:
- Name and contact. This information may include your name, address phone number, email address, social media handle that you provide if you fill in forms on our Site or otherwise contact us.
- Account login details. If you choose to sign up and create an account, we will collect your name, chosen username and password.
- Account profile details. On your Wefunder profile, you can make additional optional personal details available including a photo, biography, links to a personal website or blog, details of your skills, investment goals and interests, and other similar information.
- Identity details.We may need to collect certain information to verify your identity, including your name, date of birth, applicable tax or other national issued identifiers, Social Security number, and /or other legally recognized identity documentation such as your driver’s license.
- Investor details.To ensure compliance with legal requirements, we may need to collect your net worth, income and other information necessary to verify your investor accreditation or sophistication status.
- Investment transaction details. If you choose to invest in an offering through our Site, we will collect payment information from you, such as financial account information or payment card information, and we may collect information to verify your income, such as a bank statement or W-2 form. Please note that we do not store your payment card information, but we do store other financial information. If you choose to add an investment entity to your Account profile, we will also collect information about the entity.
- Founder business details. If you would like to raise funding for your business with our Site and Services, we will collect information about your business, including other officers and stockholders, business financial statements, your fundraising terms, and payment and banking information.
- Compliance information. We may need to request information in connection with business legal and regulatory risk checks.
We also collect information when you post questions or comments on our Site, send or receive direct messages from other users or when you contact us, including via email, or social media.
We will indicate whether information is required or voluntary on the Site
When you visit our Website.We may automatically collect certain information when you use our Site including:
- Interaction information about your use of our Site, including the full Uniform Resource Locators (URL) clickstream to, through and from our Site including the actions you take, the pages or other content you view, search for or otherwise interact with, content response times, and the dates and times of your visits.
- Technical and device information,such as you IP address used to connect your device to the internet, operating system information and web browser and /or device type, version and time zone setting and language.
- Location information,we may derive your regional location from your IP address.
- Cookies and similar technologies,When you visit our Site, we and our service providers collect certain information through the use of "cookies" and other similar technologies to better understand how our users navigate through our Site, learn what content is being viewed and administer and improve our Site and Services. Cookies are small text files that web servers place on an internet user's device that are designed to store basic information and recognize your browser. We use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Site. We use cookies /and other similar technologies either alone or in combination with each other to create a unique ID which corresponds to you. For more information see the 'Use of cookies and other technologies' section below.
- Social Media, If you make your personal information publicly available, such as information posted to social media sites when you tag us, or otherwise interact with our social media channels and posts, for example by liking a post, we may collect personal information such as your social media profile name and picture or content you post, like and reactions to your posts.
- Third Party Integration, If you decide to register through or otherwise grant access to a third party social networking or authentication service that we may make available ("Integrated Service"), such as Facebook, LinkedIn, Twitter or Angellist, we will collect certain personal information that you have provided to the Integrated Service (such as your name, email address, photo and other information you make available via the Integrated Service) and an authentication token from the Integrated Service. The personal information collected from the Integrated Service may be used to register you on our Site and to provide some of the features of our Site. You may revoke our access to your account on the Integrated Service at any time by updating the appropriate settings in the account preferences of the respective Integrated Service. You understand that certain features of our Site may not be available to you if you choose to remove our access to your account with the Integrated Service.
- In order to provide the Services on our Site, including verifying your identity and other information you provide us or in conducting any required checks (including in the context of checks against international sanctions, exposed persons or export control registers), we collect information about our users from third parties, such as Blockscore, LexisNexis, and Onfido, and combine it with other information we received from or about our users.
How we use Information we Collect
We may use the information we collect for the following purposes:
Information you provide us.- To take steps to enter into any contract or carry out obligations arising out of our terms with you including to:
- administer your account with us
- process payments and investments
- notify you about changes to our Services
- keep a record of transactions
- To comply with legal obligations to which we are subject including:
- identity and/or business verification checks
- record keeping requirements
- cooperating with regulatory authorities
- Where necessary in our legitimate interests
- In providing the information you request from us, including responding to any queries you have submitted
- in managing corporate risk, security and compliance operations
- to enforce this Privacy Policy or other terms to which you have agreed, and to protect the rights, property or safety of us, our Site our users, or any other person.
- With your consent, where required, for example to send you our marketing communications.
- Unless we are required to obtain your consent, we will use this information in our legitimate interests where we have considered these are not overridden by your rights to:
- provide, improve and personalize our Site
- monitor and analyze usage trends and preferences
- keep our Site and Services safe and secure
- measure or understand the effectiveness of our communications or advertising to you and others and to deliver relevant advertising to you
Information from other sources
- Unless we are required to obtain your consent, we will use this information in our legitimate interests where we have considered these are not overridden by your rights:
- We may use information obtained via social media channels for our own analysis and marketing purposes.
- Intercom – we use intercom so that users of our Site can communicate with our customer support team via our live chat function
- Stripe - we use Stripe to handle payment processing. Stripe uses cookies to authenticate users and protect against fraud.
- Vitesse - we use Vitesse to handle payment processing. Vitesse may use cookies to authenticate users and protect against fraud.
- Plaid – We use Plaid to connect and verify banks accounts.
- Sift – We use Sift to help us detect spam and fraud.
- Wefunder First Party Cookies – We use these cookies for user login.
- Cloudflare – We use this for attack and spam prevention.
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Google Analytics cookies enable us to recognise and count the number of visitors and to see how they engage with our Site content and features. This helps us for our legitimate interests of improving the way our Site works, in order to provide you with the most relevant content. For example, ensuring that users are finding what they are looking for easily. You can find more information on how Google uses data from these cookies including about how to opt-out at the below links:
https://google.com/policies/privacy/partners/. https://tools.google.com/dlpage/gaoptout -
Fullstory – Analytics cookies enable us to see a visual representation of how users are interacting with our Site. This helps us for our legitimate interests of fixing technical issues and improving the operation of our Site. You can find more information on how Fullstory uses data from these cookies including about how to opt-out at the below links:
https://fullstory.com/legal/privacy-policy https://fullstory.com/optout/ -
Hubspot – we use Hubspot to track engagement by visitors to the Site and to manage enquiries from our Site and our relationships with our founders and investors for our CRM platform. You can find more information on how Hubspot uses data from these cookies including about how to opt-out at the below link:
https://legal.hubspot.com/privacy-policy -
Sendwithus Analytics – This is a service provided by Techdrop Labs as part of email distribution services that monitor user engagement with our emails and the performance of our email campaigns. You can find more information on how Sendwithus uses data from these cookies including about how to opt-out at the below link:
https://dyspatch.io/privacy-policy/#sendwithus -
Google advertising cookies are used to show you our ads on other websites across the Internet. These ads may be directed to you based on your past visits to our Site and your use of our Site. You can find more information on how Google uses data from these cookies including about how to opt-out at the below links:
https://google.com/policies/privacy/partners/. https://adsettings.google.com/ - Facebook – we use Facebook cookies and pixels to help deliver our advertising on Facebook. This means you may see our ads when you use Facebook because you have visited and then visited Facebook. These cookies also tell us if you come to our Site after having clicked on an advertisement on Facebook. We also work with Facebook to deliver our ads to Facebook users who match against certain criteria which Facebook identify. Please visit your Facebook privacy settings to learn more and see here: https://facebook.com/policy.php
- Twitter – we use Twitter cookies to deliver our ads on the Twitter platform to you and to those other Twitter users who might be interested in our Services based on their online activities including on the Twitter platform. Please visit your own Twitter privacy settings to configure how ads are displayed to you and also see here https://help.twitter.com/en/safety-and-security/privacy-controls-for-tailored-ads.
- Please note that your profile page is viewable by other users and the public. For information on privacy settings available to you, please see the "Account Settings Choices" section below.
- Any comments or information you submit or share on public areas of the Site, such as questions for founders, your bio, or a description of your business, can be read, collected or used by other users and the public. Please consider carefully the information you choose to submit or share on the public areas of our Site, such as investment pages or your public profile.
- We also share your information with other users when you send or receive direct messages from other users.
- Affiliates and Banks. In order to provide the services on our Site, we may share your information with other third parties, such as portfolio companies, investment banking firms, accountants and similar entities.
- We use service providers to provide certain services to us and on our behalf and in accordance with our instructions. This includes in supporting our Services, in particular those providing Site data hosting services, fulfilment services, distributing any communications we send, fraud detection, facilitating feedback on our Services, advertising, marketing, analytics services and providing IT support services from time to time.
- Payment processing providers who secure payment and bank transfer processing services. Note your payment card details are securely processed by the provider and not held by us.
- All areas of our Site use SSH technology. Any payment transactions will be encrypted using SSL technology.
- Where you have chosen a password which enables you to access certain parts of our Site and Services, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
- We take steps to limit access to your information only by those who need access.
- We take steps to contractually require our service providers to protect any personal information they process on our behalf.
- for as long as we are legally required or otherwise permitted to meet our reason for collection (for example, for as long as we are providing Services to you) and as necessary after that to anticipate, resolve or defend any issues.
- relating to any account or transactions with us, in order to meet our contractual obligations to you and and/or any transaction to identify any issues, resolve any legal proceedings and for tax and accounting purposes.
- to find out what information we hold about you;
- to be provided with a copy of your personal information;
- to request the correction or deletion of your personal information;
- to request that we restrict the processing of your personal information (while we verify or investigate your concerns with this information, for example);
- to object to the further processing of your personal information, including the right to object to marketing (as mentioned in 'Your Account Settings Choices' section);
- to request that your provided personal information be moved to a third party.
- You can un-install our App which will stop information being collected from the App. You may use the standard un-install processes as may be available for your mobile device.
- Where the processing of your personal information by us is based on consent, you have the right to withdraw that consent without detriment at any time.
Use of Cookies and other Technologies
Necessary CookiesThese cookies help us to manage our social media, including enabling you to share content and enabling us to understand how you interact with us.
You can opt out of our service provider's use of cookies for directed marketing purposes by visiting the US Network Advertising Initiative's opt-out page at https://optout.networkadvertising.org/, the Digital Advertising Alliance's consumer choice tool at https://optout.aboutads.info or in Europe the European Interactive Digital Advertising Alliance (EDAA) programme at https://youronlinechoices.eu/. Please note that after opting-out, you may continue to see ads from those service providers, but they will not be based on your past activities.
You may choose to disable some cookies. The effect of disabling cookies depends on which cookies you disable. Please note that if you delete, or choose not to accept, all cookies from our Site, you may not be able to utilize certain features of our Site to their fullest potential. You can also consult your web browser settings to learn the proper way to modify cookie settings.
How We Share Information We Collect
We may make information available to:
Businesses You Invest In.We may share your information with businesses that you invest in. The information about you that we share with the business you invest in may include your public profile information and your address, email address and tax/national issued identifier or Social Security number including for compliance, tax and accounting purposes.
Other Users and the Public.We only provide our service providers and partners with information necessary for them to perform these services. Our analytics providers may collect information about your online activities over time and across different online services when you use our Site.
Change of control.In the event that Wefunder is merged or sold, or in the event of a transfer or sale of some or all of our assets, we may disclose or transfer information we collect in connection with the negotiation and/or conclusion of such a transaction.
Other disclosures.We may disclose information about you to third parties if (a) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or governmental request, (b) to enforce our agreements, policies or terms of service, (c) to protect the security or integrity of our Site and Services, (d) to protect the property rights, and safety of us, our users, or the public, (e) to respond in an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person, or (f) to investigate and defend ourselves against any third-party claims or allegations.
Your Account Settings Choices
You can update the information you provided to us by accessing your account settings. Through your account settings, you can also hide some portions of your profile from other users or the general public on the Internet as well as hide your profile from search engines that collect information from our Sites.
You can also opt out of promotional or marketing email communications, including affiliate marketing, by clicking on the unsubscribe link in any email you receive from us, by updating your communication preferences through your account settings on our Site, or by contacting us at [email protected]
See also 'Your Rights' below.
Links to Other WebsitesOur Site contains links to websites maintained by third parties. Please be aware that these third-party websites are governed by their own privacy policies and are not covered by our Privacy Policy. We are not responsible for the content or policies maintained by these websites. Please familiarize yourself with the privacy policy of any third-party websites you visit.
Security of Your InformationThe security of your information is important to us. We have implemented security measures to help protect the information in our care. We make use of physical, electronic and organisational measures in an effort to safeguard and prevent unauthorised access.
Unfortunately, the transmission of information via the internet is not 100% secure. Although we do our best to protect your personal information, we cannot guarantee the security of your data transmitted to our Site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
Children’s Privacy
Our Site is not intended for children under the age of 13, and we do not knowingly collect personal information from children under the age of 13. If we learn that we have collected the personal information from a child under the age of 13, we will take steps to delete the information. If you are aware that a child under 13 has provided us with personal information please contact us at [email protected].
International Data Transfers
Your personal information will processed in accordance with this policy in the U.S. and Europe. Where you are resident in Europe, we handle your personal information outside of the European Economic Area (EEA) and where we facilitate access to or transfer of your personal information outside of the EEA we will take steps to handle your personal information subject to appropriate safeguards, for example, implementing approved standard contractual clauses where appropriate as the laws regarding processing of personal information may be less stringent than the laws in the EEA.
Third parties that we work with may also process your personal information in the U.S. and/or facilitate the transfer of or access to your personal information outside of the U.S. We will take steps to require them to process your personal information subject to appropriate safeguards, for example, implementing standard contractual clauses where appropriate.
How Long we Keep your Information
We retain personal information:
We may also retain aggregate information for research purposes and to help us develop and improve our services.
Your Rights
Depending on the country you access our Site and Services from, you may have the right under certain circumstances:
If you wish to exercise any of the rights listed above that are available to you, you can do so at any time by contacting us and the data protection team will respond according to the applicable law.
If your request or concern is not satisfactorily resolved by us, you may approach your local data protection authority.
The Dutch Data Protection Authority is the supervisory authority in the Netherlands in respect to Wefunder EU B.V. and can provide further information about your rights and our obligations in relation to your personal information, as well as deal with any complaints that you have about our processing of your personal information.
Changes to Our Privacy Policy
Please revisit this page periodically to stay aware of any changes to our Privacy Policy, which we may update from time to time. If we modify our Privacy Policy, we will make it available on our Site and indicate the effective date.
In the event that the modifications materially alter your rights or obligations hereunder, we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access our Site for the first time after such material changes are made. Your continued use of our Site after the revised Privacy Policy has become effective indicates that you have read and understood the current version of our Privacy Policy.
Contacting Us
Where you visit our Site, invest or seek to raise funding, then for European law purposes, the Wefunder entity responsible for the type of Services or offering you engage with or invest with and who will be identified to you in the context of that Service, offering or investment engagement will be a controller.
Wefunder Inc., a controller which administers and hosts the Site and from which global and strategic decisions are made as the parent company of the Wefunder business, 1885 Mission St., San Francisco, CA United States Wefunder Portal LLC, 1885 Mission St., San Francisco, CA United States
Wefunder EU B.V., our European HQ, and a controller in respect of European offerings and investors, Strawinskylaan 411 WTC Toren A, 1077XX Amsterdam, the Netherlands.
Wefunder Investments Ltd, 8th Floor Block E, Iveagh Court, Harcourt Road, Dublin 2, Ireland.
If you have any questions, comments or concerns about our Privacy Policy, please email us at [email protected]
Electronic Consent and Electronic Delivery of Documents
I agree that any time I click or have clicked on an "I Agree," "I Consent" or other similarly worded button or entry field with my mouse, keystroke or other device, my agreement or consent is legally binding and enforceable against me and is the legal equivalent of my handwritten signature on an agreement that is printed on paper. I agree to be bound by any affirmation, assent or agreement that I transmit, or have transmitted, to or through this website (the "Platform") by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent I give or have given to receive communications from Wefunder Inc. or any of its affiliates, including Wefunder Advisors LLC and/or Wefunder Portal LLC, as applicable ("Wefunder") solely through electronic transmission.
I understand that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications, including any tax-related information or documents to the extent provided below (collectively, "Communications"), regarding the investments available on the Platform, and my investment in any such investments, may be delivered by electronic means, such as by e-mail or through Wefunder.com or xx.team. I consent to electronic delivery as described in the preceding sentence. In so consenting, I acknowledge that e-mail 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. I also acknowledge that an e-mail from Wefunder may be accessed by recipients other than me and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. I understand that Wefunder gives no warranties in relation to these matters.
I consent to the delivery of tax documents (such as Internal Revenue Service ("IRS") Form 1099-INT) through Wefunder.com or xx.team. I understand that I may withdraw this consent before my tax document is furnished. In providing this consent, I also acknowledge that I have received Wefunder's Information on the Electronic Delivery of Tax Documents, included below.
I further understand and agree to each of the following:
- As long as my consent remains in effect, Wefunder may provide all Communications to me electronically in lieu of providing paper Communications.
- Hardware and software that I will need. Electronic Communications may be provided to me via e-mail and/or the Platform. In order to view and retain the Communications, my computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an Internet Service Provider or any other capable communications medium, and with software capable of viewing and printing a *.pdf file created by Adobe Acrobat. Further, I must have a personal e-mail address capable of sending and receiving e- mail messages to and from Wefunder. To print the documents, I will need access to a printer compatible with my hardware and the required software.
- If these software or hardware requirements change in the future, Wefunder will notify me through the Platform.
- To facilitate these services, I must provide Wefunder with my current e-mail address and update that information as necessary. Unless otherwise required by law, I will be deemed to have received any electronic Communications that are sent to the most current e-mail address that I have provided to Wefunder.
- Wefunder will not assume liability for non-receipt of notification of the availability of electronic Communications in the event my e-mail address on file is invalid, my e-mail or Internet service provider filters the notification as "spam" or "junk mail," there is a malfunction in my computer, browser, Internet service and/or software, or for any other reasons beyond the control of Wefunder.
- I may withdraw my consent to receive Communications in electronic form by emailing Wefunder at [email protected]. If I withdraw my consent to receive Communications in electronic form, Wefunder may, at its option and in its sole discretion, (A) terminate my account with Wefunder that was created through the Platform ("My Account"), (B) restrict or limit the actions I may take through or with respect to My Account, including, but not limited to, restricting my ability to purchase Wefunder investment through My Account, and (C) charge me a fee of $5 for each paper copy of each Communication that would have been provided to me electronically if I had not withdrawn my consent. Any withdrawal of my consent to receive electronic Communications will not affect or impact in any way the terms of this Agreement or my agreement to the Terms of Use Agreement for the Platform.
Information on Electronic Delivery of Tax Documents
These provisions relate to my consent above to Wefunder's provision of tax documents to me electronically. Prior to furnishing the tax documents electronically, the IRS requires that Wefunder provide each investor with the following information:
- If I do not consent to receive the tax document electronically, a paper copy will be provided.
- My consent continues for every tax year until I withdraw my consent.
- I may log into My Account at Wefunder.com or xx.team to access and print my tax documents. I may need Adobe Acrobat Reader to open the document and a device connected to my computer that can print. In the event a tax document is too large to open in the browser, I will be prompted by a dialog box to save the file to a location on my computer and open it using Acrobat Reader.
- To withdraw consent, I may email Wefunder at [email protected] to request to withdraw my consent.
- If My Account is closed, my request for electronic delivery of tax documents will automatically terminate, and I will receive a paper copy of my tax documents by mail at the address that I have provided to Wefunder.
- I may update my contact information by emailing Wefunder at [email protected].
- My tax documents are maintained for 10 years on Wefunder.com in case I ever need to access them again.