1. General Principles:
Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission, unless the sale
qualifies for an exemption. Generally, start-up ventures use one or more of the “private placement” exemptions because they allow them to raise capital
without complying with the costly and time-consuming registration process. One of the requirements of the “private placement” exemption is that neither the
company which is offering its securities nor any person acting on the Issuer’s behalf may offer or sell the securities by any form of “general
2. WHAT WE ARE PROMISING
Grant You the Right to use the Service. All right, title, and interest in and to the Service (excluding Content provided by users) is and will
remain the exclusive property of Fundacity and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States
and foreign countries. Except as expressly provided herein, nothing in this agreement gives you a right to use the Fundacity name or any of the Fundacity
trademarks, logos, domain names, or other distinctive brand features. Subject to your acceptance of this agreement, Fundacity grants to you a worldwide,
non-assignable, non-exclusive, non-transferable, revocable limited license to use the Service and related software and to display the results of such
Service anywhere on the rest of the web, other than on websites one of the principal purposes of which is to compete with Fundacity provided that you,
(a) do not modify the Content; (b) attribute Fundacity with a human and machine-followable link (an A tag) linking back to the page displaying the
original source of the content on Fundacity.com, (d) upon request, either by Fundacity or by a user who provided the Content, make a reasonable effort
to update a particular piece of Content to the latest version on Fundacity; and (e) upon request, either by Fundacity or by a user who contributed to
the Content, make a reasonable attempt to delete Content that has been deleted on Fundacity.com.
Not To Claim Any Rights in Your Information
. We are promising not to claim any ownership interest in the Content provided by you to us solely because you have provided it, although we will claim
a license sufficient to display such items through Fundacity.
Display Entrepreneurs’ Content and Allow Communications with Investors Only as Instructed by the Entrepreneur/Investor
. When you create an account with Fundacity, and at any time thereafter, you are able to set private or public your company profile. We promise not to
intentionally change those settings, although you must recognize that we cannot guarantee that there will never be a software bug or a hacker attack
that will allow unauthorized viewing of material or unsolicited contacts to occur.
3. WHAT YOU ARE PROMISING
To Act Responsibly
. You are promising to act responsibly – which means:
You are making the following Promises:
Requirements of Membership
That you have the right, authority, and capacity to enter into this agreement on your own behalf and on behalf on any entity for whom you
are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in Fundacity
violates provisions of local law to which you are subject, you will cease using the Service and close your account,
That you are at least 13 years old, and that if you are less than 18 years old, your parent or legal guardian has agreed to stand behind
any agreement you enter into as a participant on Fundacity;
That you will maintain an Allowable User Identity;
That you will conduct yourself in a professional manner in all your interactions with Fundacity and with any other user of Fundacity;
Requirements related to Content on Fundacity
That you will only provide Fundacity with Content that you have a right to provide to Fundacity and to allow Fundacity to display through
the Service -- which means that you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other
material provided by you for display by Fundacity, and that you understand that any other Content you find on or through Fundacity is the
sole responsibility of the person who originated such Content.
That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject
you to liability. Fundacity will not be responsible or liable for any use of your Content by Fundacity in accordance with this agreement.
That you are not relying on Fundacity and that you understand that we do not endorse, support, represent or guarantee the completeness,
truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the
That you understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise
inappropriate, and that you have no claim against Fundacity for any such material.
That you understand that the Service may include advertisements or other content, which may be targeted to the Content or information on
the Service, queries made through the Service, or other information, and you have no claim against Fundacity for the placement of
advertising or similar content on the Service or in connection with the display of Content or information from the Service whether
submitted by you or others.
Requirements related to Investments
That you will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material
amount of money.
That you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the
determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether
the law of a US state, or the law of any foreign government with jurisdiction over you or any investor).
That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice ( i.e., get a good start-up attorney).
You are promising not to:
Violate the Community Rules of Fundacity.
Make any Inappropriate Uses of the System.
Expect Fundacity to evaluate, confirm, endorse, or otherwise stand behind any person’s statements or recommend any investment, or treat any
email or other information you receive as a result of your access to the Service as a representation of any kind by Fundacity or any Company
Person on which you should rely.
Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through
Fundacity, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on
Copy or distribute the content of the Service except as specifically allowed in this agreement.
Claim any right to access, view or alter any source code or object code of Fundacity.
Use Fundacity to market services, particularly investment advisory services, that might cause Fundacity to have to register as a broker dealer
with the SEC, or to be treated as an underwriter.
Indemnify Fundacity and Related Parties
. You are promising to hold us harmless against any damage that may happen to us as a result of your use of Fundacity.
. In particular, you agree to indemnify and hold the Company (and any employee, officer, director or affiliate of the Company, each a " Company Person") harmless (including costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of
your access to or use of the Service, the violation of this agreement by you, the infringement by you, or any third party using your account, of
any intellectual property or other right of any person or entity, or for any content posted through the Service by you (including claims related to
defamation, invasion of privacy, or other violation of a person's rights). Your obligations under the foregoing indemnity may not be offset against
any other claim you may have against the Company or any Company Person. You remain solely responsible for all content that you upload, post, email,
transmit, or otherwise disseminate using, or in connection with, the Service. You agree that the provisions in this paragraph will survive any
termination of your account(s) or the Service.
. In addition, you hereby release any claims you may have against Fundacity and any Company Person that are in anyway related to the Service or
your use of Content offered through the Service, including any recommendations or referrals you may receive as a result of your registration with
Fundacity. You are solely responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use
of your Content by other users and third parties partners.
Fundacity Employees and Affiliates
. You understand that Fundacity employees and affiliates may participate in the Service as Entrepreneurs or Investors, and that Fundacity is not
responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in
. By becoming member of Fundacity, or otherwise using the Services or viewing content made available through Fundacity in any way, you may have an
opportunity to see Private Information, as defined below. It is expected that you will use discretion in determining what you do with that
information. You agree, however, that you will not republish any information you acquire through the Service via an internet website, one of the
principal purposes of which is to compete with Fundacity:
Other Promises Necessary to Allow Us to Provide the Service
You promise to comply with the terms of the license set forth in Section 3
To the extent that Fundacity is determined, for any reason not to be the licensee of any material you have provided to us (including all rights of
paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights,"
"droit moral," or the like (collectively "Moral Rights")), you hereby ratify and consent to any action that may be taken with respect to such Moral
Rights by or authorized by Fundacity and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any
such ratifications, consents and agreements from time to time as requested by the Company.
You acknowledge that Fundacity is not obligated to pay you or to cause any other party to pay you anything with respect to your activities on
Fundacity, or to feature or otherwise display your Content on any web page.
You acknowledge that you do not rely on the Company to monitor or edit the Service (including emails initiated by individuals, regardless of
whether those individuals are otherwise associated with the Company) and that the Service may contain content which you find offensive or which is
untrue or misleading and you hereby waive any objections you might have with respect to viewing such content.
You agree that this agreement does not entitle you to any support, upgrades, updates, add-ons patches, enhancements, or fixes for the Services
(collectively, "Updates"). The Company, however, may occasionally provide automatic Updates to the Services at its sole discretion
(and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this agreement.
If you operate, manage or otherwise control a search engine or robot, or you republish a significant fraction of Fundacity Content (as we may
determine in our reasonable discretion), you must additionally follow these rules:
You must use a descriptive user agent header.
You must follow robots.txt at all times.
You must make it clear how to contact you, either in your user agent string, or on your website if you have one.
APIs available through the Service
. We may make available one or more APIs for interacting with the Service. Your use of any Fundacity API is subject to this agreement and the Fundacity
API Rules, which will be posted before we make these APIs available (and will become part of this agreement).
4. OTHER RIGHTS WE HAVE.
Fundacity may, but is not required to, monitor or control the Content posted via the Service. Our failure to exercise that right, however, does not
give you any right to make a claim against Fundacity.
Fundacity reserves the right to discontinue the Service or to change the content of the Service in any way and at any time, with or without notice to
you, without liability.
Fundacity reserves the right to terminate your access to the Service without notice and, if you violate this agreement to pursue other remedies at law
or in equity.
We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information,
connections or other features that may have value to you that may have been associated with your account.
The Company has the right to refuse registration of, or cancel your user account and/or User ID in its discretion for any reason or for no reason. In
addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service
and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe
is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this agreement (including investigation
of potential violations hereof), (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support
requests, or (v) protect the rights, property or safety of Fundacity, its users and the public.
Without limiting the generality of the foregoing, you specifically acknowledge that the Company has the right to terminate or limit your account for
any reason or no reason at all. Any Content that has been uploaded through the Service may be deleted at any time without notice to you. The Company is
exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content,
including material it believes, in its sole discretion to violate this agreement, regardless of whether the material ultimately is determined to be
infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or
opportunities that might otherwise have been available to you. By using the Service, you agree that notice to you through an email to the email address
you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
Comments, Feedback, Suggestions, Ideas, And Other Submissions
. The Service may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the
opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content to the Company and/or to or via the Service,
including, without limitation, text, writings, photographs, graphics, comments, suggestions, intellectual property or personally identifiable
information or other material (collectively "User Content"). Any such material you transmit to the Company or otherwise through the
Service will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions (" Ideas") disclosed, submitted, or offered to the Company in connection with the use of the Service or otherwise and any chat, blog,
message board, online forum, text, email or other communication with the Company ("User Emails") shall deemed to have been licensed to
the Company on a nonexclusive, worldwide, royalty-free, perpetual basis.
5. THERE ARE THINGS WE ARE ABSOLUTELY NOT OBLIGATED TO DO:
We are not obligated to display your Content to any other user, nor are we obligated to introduce you to any Entrepreneur or Investor.
We are not responsible for doing diligence on the users you meet through Fundacity.
We are not responsible for verifying that that any Investor is accredited or otherwise authorized or appropriate to invest in you, or for determining
whether any use of Fundacity constitutes a general solicitation of securities under US law or the laws of any state or other jurisdiction, including
We do not recommend any startups for investment or endorse their fitness for investment, verify the information on the site or in our emails and we
don't claim any of that information is accurate.
We are not obligated to maintain the confidentiality of any Content you give us, other than Private Information and with respect to Private
Information, we will make reasonable effort hinder disclosure to third parties.
The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the
Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
In the event that the Company invests in any business, we are not obligated to make that investment opportunity available to anyone else.
The Company does not control or endorse the content, messages or information found in the Service or external sites that may be linked to or from
Fundacity and, therefore, the Company specifically disclaims any responsibility with regard thereto.
The Company has no obligation to accept, display, review, monitor, or maintain any Content submitted by users, user forum posts, commentary, ratings or
compliments ("Comments"). We have the right to delete Content or Comments from the Service without notice for any reason at any time.
The Company may move, re-format, edit, alter, distort, remove or refuse to exploit Content or Comments without notice to you and without liability.
Notwithstanding the forgoing rights, the Company reserves the right to treat Content provided by users and Comments as content stored at the direction
of users for which the Company will not exercise editorial control except as required to enforce the rights of third parties and applicable content
restrictions below when violations are brought to the Company's attention.
6. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
The Company may collect and collate a variety of information regarding the use of the Service. The Company is the sole owner of all such information it
collects. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and
use by Fundacity.
The Company uses industry-standard security measures to protect the loss, misuse and alteration of the information under our control. Although we make
good faith efforts to store any non-public information uploaded to the Service or collected by the Company in a secure operating environment that is
not available to the public, we cannot guarantee complete security. We cannot and do not guarantee that our security measures will prevent third party
"hackers" from illegally accessing our site and obtaining access to content or information thereon.
The Service may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such
websites are not investigated, monitored or checked for accuracy or completeness by us.
The Company reserves the right to reveal your identity (or whatever information we know about you) in the event of a complaint, subpoena, warrant,
court order or legal action. The Company may log all internet protocol addresses accessing the Services and other information about users' access, and
maintain backup copies of content indefinitely and disclose that information to law enforcement authorities as required. See www.fundacity.com/privacy
7. DISPUTES WITH OTHERS
We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Service. If you have a dispute with
other users, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every
kind and nature, known and unknown, arising out of or in any way connected with such dispute.
8. DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR
SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS
(COLLECTIVELY, "COMPANY PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR
RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS
FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. YOU FURTHER SPECIFICALLY
ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES,
INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE
FOREGOING RESTS ENTIRELY WITH YOU. The Company is not responsible for any technical malfunction or other problems of any telephone network or service,
computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or
traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person's computer, mobile
phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with
the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or
damage to any content or personal injury or death, resulting from anyone's use of the Service, any content or third party applications, software or
content posted on or through the Services or transmitted to users, or any interactions between users of the Service, whether online or offline.
We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of
the Service or any content thereon or any content you receive as a result of your relationship with Fundacity. Fundacity will not be responsible or
liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. You
also agree that Fundacity has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other
communications maintained by the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure,
or error-free basis. No advice or information, whether oral or written, obtained from Fundacity or through the Service, will create any warranty not
expressly made herein
UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY
PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
9. TERM AND TERMINATION
Unless terminated by the Company, this agreement will remain in full force and effect while you use any of the Services. Subject to the last sentence of
this Section IX, you may terminate this agreement at any time by deleting all Content you have provided to Fundacity and ceasing to use the Service. The
Company may terminate this agreement at any time, particularly if you violate any provision of this agreement. Your representations in this agreement and
the provisions of Sections III and any other provision which by their nature are designed to survive termination shall survive any termination or
expiration of this agreement.
10. COPYRIGHT POLICY.
Fundacity respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged
copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act (DMCA) provides recourse to
copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you
believe that your copyrighted work has been copied without your authorization and is available on or in the Service in a way that may constitute copyright
infringement, you may provide notice of your claim to the Company as outlined in the Company's copyright policy below:
Copyright Policy. If You believe that any material on the Service violates this agreement or your intellectual property rights, please notify the
Company as soon as possible by sending an email to firstname.lastname@example.org containing the following information in accordance with the Digital Millennium
Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the
copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv)
your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use
of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in
the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Please note that in addition to being forwarded to the person who provided the allegedly illegal content, we may send a copy of your notice (with your
personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or
annotation. You can see an example of such a publication at http://www.chillingeffects.org/fairuse/notice.cgi?NoticeID=16887. A link to
your published notice will be displayed on Fundacity in place of the removed content.
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate
circumstances, Fundacity will also terminate a user's account if the user is determined to be a repeat infringer.
Amendments to this Agreement
. We may amend this agreement at any time in our sole discretion, effective upon posting the amended Terms at the domain of www.Fundacity.com where the prior version of this agreement was posted, or by communicating these changes
through any written contact method we have established with you. Your use of the Services following the date on which such amended Terms are published
will constitute consent to such amendments.
Governing Law/Resolution Of Disputes/Waiver Of Injunctive Relief
This agreement and all aspects of the Service shall be governed by and construed in accordance with the internal laws of the United States and the
State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law's
provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set
forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in
Delaware, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and
jurisdiction in the state and federal courts located in Delaware.
You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which
shall irreparably harm the Company and which cannot be replaced by monetary damages alone so that the Company shall be entitled to injunctive or
other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You
irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
. To expedite resolution and control the cost of any dispute, controversy or claim related to this agreement ("Dispute"), you and the Company agree to
first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any
arbitration or court proceeding. Such informal
The failure of the Company to require or enforce strict performance by you of any provision of this agreement or to exercise any right under this
agreement shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or
any other instance. In fact, the Company may choose to enforce certain portions of this agreement more strictly or to interpret certain provisions
more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply
with all this agreement as so interpreted.
You and the Company agree that if any portion of this agreement, except any portion of section XI(b)(vi), is found illegal or unenforceable, in
whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such
determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and
without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. If Section XI(b)(vi) is found to be
illegal or unenforceable then neither you nor the Company will elect to arbitrate any Dispute falling within that portion of XI(b)(vi) found to be
illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the County of San Francisco, State of
California, United States of America, and you and the Company agree to submit to the personal jurisdiction of that court.
The Company operates and controls the Service from its offices in the United States. The Company makes no representation that the Service is
appropriate or available in other locations. The information provided on or through the Service is not intended for distribution to or use by any
person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the
Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other
locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Certain information provided by Entrepreneurs or Investors may be subject to United States export controls. Thus, no such materials may be
downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or any other country to which
the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S.
Commerce Department's Table of Deny Orders. By downloading any material available through the Service, you represent and warrant that you are not
located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application
of the Convention on Contracts for the International Sale of Goods.
Neither the course of conduct between the parties nor trade practice will act to modify this agreement to any party at any time without any notice
to you. You may not assign this agreement without the Company's prior written consent. This agreement contains the entire understanding of you and
the Company, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified
by you except as posted on the Service by the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver
of any preceding or subsequent breach or default.
The section headings used herein and the summary of terms at the beginning of this agreement are for convenience only and shall not be given any
legal import. Upon the Company's request, you will furnish the Company any documentation, substantiation or releases necessary to verify your
compliance with this agreement. You agree that this agreement will not be construed against the Company by virtue of having drafted them. You
hereby waive any and all defenses you may have based on the electronic form of this agreement and the lack of signing by the parties hereto to
execute this agreement.
Statute of Limitations
You and the Company both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of
No Third Party Beneficiaries
This agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any
other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to Content offered through the Service.
. If You are a part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication,
reproduction, release, modification, disclosure or transfer of the any of our products or Services is restricted in accordance with the Federal
Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The
Service and any related software is a "commercial item," "commercial computer software" and " commercial computer software documentation". In accordance with such provisions, any use of the Service by the Government shall be
governed solely by this agreement.
“Accredited Investor” is defined by the SEC in rule 501 as follows:
a bank, insurance company, registered investment company, business development company, or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment
adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
a charitable organization, corporation, or partnership with assets exceeding $5 million;
a director, executive officer, or general partner of the company selling the securities;
a business in which all the equity owners are accredited investors;
a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years
and a reasonable expectation of the same income level in the current year; or
a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
“Fundacity”, “We” or “Us” means Fundacity, Inc, a Delaware corporation, Vcorp Services, 1811
Silverside Road, City of Wilmington, County of Newcastle, Delaware 19810, USA.
The “Fundacity Platform” refers to any and all services provided by Fundacity through its website www.fundacity.com by means of electronic communications, including, but not limited to, storage, email and
“Fundacity Services” refers to all products and services provided to you by Fundacity, including, but not limited to, the Fundacity
Platform, Fundacity-provided web sites, the Startup Selection Dashboard, The Metrics Dashboard, and technical support.
“Investors” refers to users of the platform such as incubators, accelerators, angel investors, Venture Capital funds, universities and
others, who use the Fundacity Platform for selecting and evaluating start-ups and investor reporting.
“Startup Selection Dashboard” refers to the licensed product of the Fundacity Platform where information is exchanged and shared between start-ups,
individual Investors and their advisors, all with special access to this particular Startup Selection Dashboard granted by its administrator. One Investor, who acts as
the administrator, can have more than one Startup Selection Dashboard, each of which will have a different name.
“Metrics Dashboard” refers to the licensed product of the Fundacity Platform where information is exchanged and shared between
start-ups, individual Investors and their advisors, all with special access to this particular Metrics Dashboard granted by its administrator.
“Startup Profile” refers to the company page that entrepreneurs can choose to create and complete with their company information.
“Allowable User Identity
An Allowable User Identity is one consisting of an email address you own and use, and a password. You shall be solely responsible for maintaining
the confidentiality of your password. You will also update your registration information with the Company from time to time so that it remains
true, correct and complete. Even if you are accessing the Service without creating an account, you are still agreeing to all of this agreement.
An Allowable User Identity excludes:
Any use of a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other
Any use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization; or
Any other submission of false or misleading information to the Company.
: Participants in the Fundacity community will not:
include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
include hateful, profane, obscene, indecent, pornographic, sexual or otherwise objectionable content or language;
defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone;
promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances;
violate the contractual, personal, intellectual property or other rights of any person, or promote or constitute illegal activity;
be in violation of this agreement, any local, state, federal or non-US law, rule or regulation or the rules of conduct posted with respect to any
individual feature of the Services;
reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any
information that may be used to track, contact or impersonate that individual;
attempt to impersonate any other party;
create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
trick, defraud, deceive or mislead the Company or other users, especially in any attempt to learn sensitive information;
make improper use of the Company's support services or submit false reports of abuse or misconduct;
create or transmit unwanted electronic communications such as "spam," to other users or members of Service or otherwise interfere with other users' or
members' enjoyment of the Service;
disparage, tarnish, or otherwise harm, in the Company's opinion, the Company and/or the Service;
disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms
("PCMs"), or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a
passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels,
web bugs, cookies or other similar devices;
reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to
generate web pages or any software or other products or processes accessible through the Service;
except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including,
without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized
script or other software;
access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published
interfaces that are provided by Fundacity (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a
separate agreement with Fundacity (crawling the Service is permissible in accordance with this agreement, but scraping the Service without the prior
consent of Funadcity except as permitted by this agreement is expressly prohibited);
forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive
or false source-identifying information;
cover or obscure any notice, banner, advertisement or other branding on the Service;
disguise the source of materials or other information you submit to the Service or use tools which anonymize your internet protocol address (e.g.,
anonymous proxy) to access the Service;
interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the
Service, Content or the User Content;
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
sell access to the Service or any part thereof other than through a mechanism approved by the Company; or
interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading,
flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on
“Private Information” means, all information acquired by, through or in connection with your use of the Service or the Fundacity
website that was provided by another person on their startup profile that was marked as Private or submitted by an entrepreneur via the Startup Selection Dashboard as part of
their application or via the Metrics Dashboard.
"Content" means any information, text, graphics, or other materials uploaded, downloaded or appearing on the Service. You retain ownership of all Content you submit, post, display, or otherwise make available on the Service.
“Inappropriate Uses of the Systems”: Fundacity may at any time designate one or more activities as inappropriate uses of the system in
its sole discretion. Without limiting the foregoing, the following uses will be deemed prohibited “Inappropriate Uses of the System”:
The modification, adaptation, disassembly, decompilation, translation, reverse engineering or other attempt to discover the source code or structure,
sequence and organization of the Service or any portion of any website on which the Service is offered (except where the foregoing is required by
applicable local law, and then only to the extent so required under such laws);
The use of the Service in any manner that could damage, disable, overburden, or impair the Service or another user's use of the Service;
The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Service or any
website on which the Service is offered, Company code embeddable or embedded on a third party web site and/or Company software;
The submission of any content or material that falsely expresses or implies that such content or material is sponsored or endorsed by the Company;
The use of the Services to violate the security of any computer network or transfer or store illegal material; or
The use of the Service or the delivery of any Content in violation of any applicable law (including intellectual property laws, right of privacy or
publicity laws and any laws of a non-US jurisdiction applicable to you).
The Company is an entity offering the transmission, routing, or providing of connections for digital online communications, between or among points
specified by a user of material of the user's choosing, without modification of the content of the material sent or received ("transitory digital
network communications"), as well as system caching, storage of material residing on a system or network at the direction of a user, and referral or
linkage of users to an online location using information location tools, each through the website located at
, and any linked pages or applications owned and operated by the Company.
The Service is operated and provided by Fundacity, FUNDACITY INC a Delaware incorporated company with address: c/o Vcorp Services, 1811,
Silverside Road, Wilmington, De, 19810, USA. If you have questions about this agreement, please contact us at email@example.com.
Last updated: 23 January 2014
Fundacity is a trademark of Fundacity, Inc.