These Terms of Use were last updated on Dec 16, 2021.
Startfund, INC. d/b/a Startfund.io (“Startfund,” “us,” “our” or “we”) is an intermediary technology platform (“Platform” or “Site”) that permits prospective investors to independently search and invest in securities offerings on the Site. By accessing the Site or using the services, website, applications and software provided through or in connection with the Site, including through a mobile device (the "Service") in any manner, you become a Startfund user (“User”). You acknowledge that Startfund is not a broker-dealer, funding portal or investment adviser. Startfund DOES NOT PROVIDE INVESTMENT ADVICE OR MAKE RECOMMENDATIONS.
The Service is offered subject to acceptance of all the terms contained in these Terms of Use, including the Privacy Policy and all other operating rules, policies, and procedures that may be published on the Site by Startfund, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you or liability for such change. Users are advised to periodically review the Site for any changes and contact Startfund or your legal advisor with any questions. If there is a conflict between two versions of the Terms of Use to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise. In addition, other services offered through the Site may be subject to additional terms and conditions adopted by Startfund and/or contained in any agreement entered between you and Startfund. Your use of those services is subject to those additional Terms of Use and/or separate agreements, which are incorporated into these Terms of Use by this reference. We refer to all these other agreements as the “Platform Agreements,” because rather than just governing your technical use of the Site, they set out the substantive terms that govern your relationship with us when you make use of our Site.
These Terms of Use and Privacy Policy will continue to apply to you even after you have agreed to a Platform Agreement. However, if it turns out that there is a conflict between the Terms of Use and Privacy Policy and a Platform Agreement to which you have agreed, the Platform Agreement will take precedence.
We reserve the right, at our sole discretion and without prior notice, to modify or replace these Terms of Use, or change the Site, stop providing the Site, applications, or services, or create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason. We may permanently or temporarily terminate or suspend your access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use.
You are solely responsible for checking the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Upon termination of these Terms of Use or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Startfund does not undertake any obligation or responsibility to update or amend any such information. You agree that Startfund and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension, or discontinuance.
The Service is only available to individuals who are at least eighteen years old. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete. If you are accessing the Site and/or using the Services on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms of Use.
You may access the Site generally and/or browse generally without registering with the Site. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Profile. You will also choose a password and a username. Startfund reserves the right in its sole discretion to refuse registration of or cancel a Username and domain name. You are solely responsible for maintaining the confidentiality of your password and Profile. You agree to notify Startfund immediately in writing of any unauthorized use of your Profile or any other breach of security. You will not share your password, let anyone else access your Profile, or do anything else that might jeopardize the security of your Profile. You will not transfer your Profile to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Startfund and other Users by any use of your Profile, either authorized or unauthorized.
You agree that your Profile will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Profile. Although the Site may provide data, information or content provided by third parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any offering posted on the Site. Any decision to invest should be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. Your use of the Site or the Services does not create a fiduciary relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the investment opportunities posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations.
Accredited investors
By registering with the Platform for purposes of subscribing to securities offerings as an accredited investor, you represent and warrant that you come within at least one of the following categories:
By registering with the Platform for purposes of subscribing to Regulation A securities offerings as a non-accredited investor, you represent and warrant that your investment in any Reg A+ offering posted on this site will not exceed the greater of 10% of your annual income or 10% of your net worth (excluding the value of your primary residence). WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS.
You agree that, should any material changes occur that might affect your status as an accredited investor, you will immediately provide Startfund with notice in writing.
To help the government fight money laundering activities and the funding of terrorism, federal law requires Startfund to obtain, verify, and record information that identifies those with whom we transact securities business for offerings facilitated by Startfund. For individuals, our firm is required to collect the following information:
You may also need to show your passport, driver’s license or other identifying documents.
Federal securities law requires securities offered or sold in the United States to be registered with the U.S. Securities and Exchange Commission (“SEC”), unless the offer or sale qualifies for an exemption.
Each Issuer is responsible for ensuring that any information it posts on the Site is complete, accurate and not otherwise misleading. Users of the Site acknowledge that Startfund is not obligated to and will not verify or investigate the accuracy and completeness of the offering material and other information posted on the Site. Users understand, acknowledge and agree that other parties are relying on the statements made herein and that any willfully false statement is sufficient cause for removal from the Site, rejection of eligible investor status, along with other legal causes of action. You are strongly encouraged to contact each Issuer directly to discuss any questions regarding an offering or the business prospects of the Issuer.
For all offerings, subscription funds are held by an escrow agent pending completion or termination of an offering. The use of escrow services is subject to those providers’ terms of use and privacy policy. Investment overviews on the Site contain summaries of the purpose and principal terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity, including the Form 1-A or D filed with the SEC. The information contained on the Site and in the offering materials have been prepared by the respective Issuer without reference to any particular User’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment. Startfund shall have the right but not the obligation to remove, cancel or reject the posting of any securities offerings. Failure to remove, cancel or reject securities offerings suspected of violating the securities laws does not constitute an endorsement or approval of said securities offerings by Startfund. The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.
Each Issuer represents and warrants that none of its predecessors, any affiliated issuer, any director, executive officer (or officer, in the case of Regulation CF offerings), other officer of the Issuer participating in the Offering, any investment managers and their principals, any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act) connected with the Issuer in any capacity at the time of sale nor any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, an “Issuer Covered Person” and collectively, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifying events described in the applicable provisions of Regulation A, Regulation D or Regulation CF under the Securities Act (a “Disqualifying Event”). Each Issuer warrants and represents that it has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualifying Event and will promptly notify subscribed investors in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Issuer’s notice, and immediately consult their legal counsel.
The securities offered on the Site are suitable only for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through Startfund are not publicly traded and, therefore, are illiquid. Depending on the type of offering, securities will be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and are not guaranteed by any bank or other person.
The securities being offered have not been registered under the Securities Act, in reliance on the exemptions from registration described above, or under any state securities laws. Users must read each Issuer’s offering materials and transaction documents for more information and discuss any questions with each Issuer directly prior to investing. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and Issuers on the Site in connection with an offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an Issuer in selling the securities might not be available and substantial liability to such Issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND/OR FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
You represent and warrant that all information that you provide to Startfund or through the Site is accurate, complete and truthful. Startfund and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Profile if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
The Site permits Users to independently connect with Issuers and subscribe to securities offerings. However, you are expressly prohibited from doing the following acts: (a) using the Site, or any services and or tools; (b) if you are temporarily, or indefinitely, suspended from using the Site, services or any tools; (c) collecting personal information about other Users; (d) interfering with other Users’ listings; or (e) posting false, inaccurate, misleading, defamatory, or libelous content on the Site. Startfund grants you a limited, revocable, non-exclusive, non-transferable license to view, copy and print content on the Site for personal, non-commercial purposes. Startfund grants the operators of public search engines a limited, non-exclusive, non-transferable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.
You are prohibited from posting or transmitting any material on or through the Site that, in Startfund’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Startfund will fully cooperate with any law enforcement authorities or court order requesting or directing Startfund to disclose the identity of anyone posting any such information or materials on the Site.
Startfund is not obligated under law or regulation to provide its services to every company that applies. We do not provide our services to companies in certain industries (see prohibited companies list). We are also required to deny our services to any offering which we cannot adequately assess with respect to fraud or investor protection concerns. We are not required to inform companies the reason(s) why we have declined to provide our services.
The purpose of the Comments section is to provide a communication channel for investors and potential investors to engage with one another, and with the issuer. The Comments section allows investors to ask the issuer questions about the offering and allows investors to exchange ideas, opinions and feedback with other investors. The communication channel is not curated by Startfund. Any individual who promoted an offering in exchange for compensation, or who is a founder or an employee of an issuer must disclose the fact that he or she is engaging in promotional activities on behalf of the issuer. Issuers are encouraged to participate in the communication channels so long as comments adhere to the following guidelines and do not violate the communication requirements. All comments are reviewed daily by the Service Team. Review is conducted on a daily basis and a log is kept in Admin for all flagged comments. The following types of comments are not permitted and will be removed:
If the Services team sees a comment that they suspect violates our policy, it will be flagged, the CCO will be notified and the CCO will make the final decision with respect to removal, or consult with legal counsel and related parties if needed. The Services Team does not have the authority to remove comments. If an investor or potential investor deletes their Startfund account, and had made any comments, the comments will remain, but the username will be replaced with “Deleted User.”
To the extent permissible under law, Startfund assumes no liability or responsibility for any errors or omissions in the content of the Site. Startfund does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. Startfund shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. Startfund is entitled to rely upon the information provided by its Users. You acknowledge and agree that Startfund does not provide any representation, warranty or assurance that offerings on the Site are made in accordance with state and/or federal securities law, including any exemption for the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Issuer, and not the Site, is responsible for ensuring that any securities offering is made in accordance with state and federal law and regulations promulgated by the SEC, FINRA and the states. We make no representation or warranty regarding the legality or compliance of any offering.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright's owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) ("DMCA"), Startfund’s Designated Agent for notice of claims of copyright infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement
Startfund
Postal Address: 8 The Green #11452 Dover, DE 19901 USA
E-mail address: connect{{env('SITE_NAME')}}.io
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying Startfund and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to connect{{env('SITE_NAME')}}.com. Startfund may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or infringement of other intellectual property rights.
All content and images on the Site are either the property of, or used with permission by Startfund. The use of the content or images by you, or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. By providing content on the Site, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses the Site. No compensation will be paid with respect to our use such content. Startfund neither represents nor warrants that your use of materials displayed on the Site will not infringe rights of third parties not owned or affiliated with Startfund.
The trademarks, logo and slogans displayed on the Site, including the mark Startfund (collectively the "Trademarks") are owned by Startfund and others. Nothing on this Site should be construed as granting any license or right to use the Trademarks without written permission of Startfund or such third party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited. You are advised that Startfund will aggressively enforce its intellectual property rights to the fullest extent of the law.
You agree that Startfund may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Profile. You agree to notify us of any changes in your address or contact details. Startfund may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received.
You agree that any information that you transmit to the Site or Startfund in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc., is non-confidential and non-proprietary and can be used by Startfund or its affiliates for any purpose. Startfund is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site or to Startfund for any purpose.
Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall Startfund, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers, be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
Startfund assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any Investor is actually an accredited investor (as defined above).
Although Startfund may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, Startfund is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. Startfund reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
The Site may contain links to third-party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Startfund of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Startfund be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Startfund shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
Your access and use of the Third-Party Sites are governed by the Terms of Use and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms of Use and the Privacy Policies of any Third Party Services from which you access through our Site.
If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Startfund makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the content on the Site is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities.
You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
The content, material and information contained on the Site do not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can be marketed only in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of California applicable to contracts deemed to be made within such State, without regard to choice of law or conflict of law provisions thereof. In the event any person or entity makes a claim or files a complaint initiating an action based on a dispute arising out of use of this Site or information posted to this Site, it shall be subject to the exclusive jurisdiction and venue of the California state courts located in Los Angeles County and/or the United States District Court for the Central District of California, and each of the parties hereby agrees to the personal and exclusive jurisdiction and venue of such courts. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
In the event of any claim, controversy or alleged dispute between you and Startfund, its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding either (a) pursuant to the rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before an arbitrator to be selected by the AAA or (b) with respect to offerings made pursuant to Regulation Crowdfunding where FINRA accepts jurisdiction over such arbitration, in accordance with FINRA’s arbitration rules. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g., confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as provided by law, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Startfund. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Startfund, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Startfund’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in California, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Los Angeles, California. Each party hereby waives any claim that such venue is improper or inconvenient.
You agree to indemnify, defend and hold Startfund and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees and expenses), resulting from any breach or violation of these Terms of Use by you or arising from your use of the Site.
Startfund reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Startfund in the defense of any such claim, action, settlement or compromise negotiations, as requested by Startfund.
We may provide notifications, including those regarding modifications to these Terms of Use, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our Site, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to visitors. Note that you may opt out of certain means of notification as described in these Terms of Use. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provided to us.
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an Issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.
Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site's electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
You have the right to withdraw your consent at any time. To withdraw consent, you may send a written request by e-mailing connect{{env('SITE_NAME')}}.io. If consent is withdrawn, Startfund reserves the right to discontinue your access to the site, terminate any and all agreements with you or other parties hosted on the site, and/or charge you additional fees for paper copies. If, after you consent to provide your signature electronically, and you would like a paper copy of an electronic signature, you may request a copy within one hundred eighty (180) days of the electronic signature by contacting Startfund as described above. Startfund will send your paper copy to you by U.S. mail. In order for Startfund to send paper copies to you, you must have a current street address on file with Startfund as your primary mailing address. If you request paper copies, you understand and agree that Startfund may charge you a paper communications fee for each communication at the current rate determined by the company.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Startfund shall have a reasonable period to effect such a change and Startfund may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access. You accept electronic communications provided via email as reasonable and proper notice for the purpose of fulfilling any and all rules and regulations and agree that such electronic communications fully satisfy any requirement that communications be provided to you in writing or in a form that you may keep. As a user of this platform, you are responsible for keeping your primary email address on file with Startfund up to date, so that Startfund can communicate with you electronically. You understand and agree that if Startfund sends you an electronic communication, but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your internet service provider, or you are otherwise unable to receive electronic communications, Startfund still will be deemed to have provided the communication to you.
The failure of Startfund to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Startfund. These Terms of Use and other referenced materials are the entire agreement between you and Startfund with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Startfund with respect to the Service and govern the future relationship. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral forum, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect and enforceable.
Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. Startfund shall have the right to assign its rights or delegate any of its responsibilities under these Terms of Use to an affiliate or in connection with a merger, consolidation or reorganization of Startfund for the sale of substantially all of its assets. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. These Terms of Use contain the entire understanding between you and Startfund relating to the Site and Startfund’s services. These Terms of Use supersede any other Terms of Use or agreement regarding the Site and Startfund’s services prior to the Effective Date below.
