These Terms govern use of the Services
3. Organizations. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these Terms. In that case, "you" and "your" will refer to both you as an individual and to that organization.
4. Services Ownership. The Services and all associated content (including any derivatives of or enhancements to the same), and all intellectual property rights to the same (including trademarks, service marks, trade names, trade dress), that appear in connection with the Services, are owned by or licensed to Wunderfund.
5. License. Wunderfund grants you a revocable right to use the Services solely in accordance with these Terms. The Services are being licensed, not sold, to you by Wunderfund only for use under the Terms. You do not acquire any right, title or interest in or to the Services or any associated content other than the limited license granted to you by these Terms. Any rights not expressly granted to you in these Terms are expressly reserved.
6. Account Information. You agree to provide true, accurate and complete registration information, and you will promptly provide an update if any of this information changes. If any of the information that you have submitted becomes inaccurate, you will immediately correct such information. If you provide, or Wunderfund has reason to believe that you have provided, inaccurate registration information, Wunderfund may immediately suspend or terminate your account without notice. You do not have the right to transfer your account to any individual or entity. You will not create an account for any individual other than yourself (or, if applicable, the entity that you represent). You are solely responsible for safeguarding and maintaining the confidentiality of your login ID and password. You may not resell, assign, distribute, transfer or otherwise provide your subscription, your login ID and/or password to any third party. You are responsible for any activity conducted under your account. You must immediately notify Wunderfund of any unauthorized use of your account.
7. Pricing and Payment. Wunderfund reserves the right to charge fees for use of the 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 accounts payable under the User Agreement, 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 reasons of your use of the Services. Wunderfund will charge the payment method you specify at the time of purchase. You authorize Wunderfund to charge all sums as described in the Services you select to your chosen payment method. If you pay any fees with a credit card, Wunderfund 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. Other Users. Wunderfund uses various techniques to verify the accuracy of the information provided by users. But the information available to Wunderfund is limited, so Wunderfund cannot assure you of any user's identify. You should consider using all available methods for evaluating the users that you deal with through the Services. 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 or services that are the subject of transactions using the Services. Such risks include, but are not limited to, misrepresentation of information about a user or a Startup, breach of warranty, breach of contract, and a violation of third-party rights. You agree that Wunderfund is not 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 Services.
9. No Advice. Wunderfund does not provide any legal, tax, investment, accounting, or other professional advice. By using the Services, you do not develop any type of professional relationship (including, without limitation, any attorney-client relationship) with Wunderfund or any employees or agents of Wunderfund.
10. Prohibited Conduct. You must not transmit or otherwise provide any harmful or objectionable content using the Services, including content that (i) violates or infringes in any way upon the rights of others, such as any copyright, trademark, patent, trade secret, moral right, or other proprietary right of any person or entity, (ii) impersonates another or is fraudulent, unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable, (iii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or (iv) could disable, overload, impair the infrastructure of, or the functioning of the Services. You may not make any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement made, in the light of the circumstances under which they were made, not misleading, in connection with the purchase or sale of any security. You also will not upload spyware or any other malicious software to the Services. You will not use the Services in a manner harmful to Wunderfund or any third party. You may not use the Services in any manner contrary to any applicable laws, rules, or regulations of any governmental authority.
11. Copyright Violation
a. If you believe that your copyright in any material has been infringed by material available on the Service, please provide us with all of the following information in the form prescribed by Section 512 of Title 17, United States Code:
i. a description of the copyrighted work you claim has been infringed,
ii. a description of the material that you claim is infringing, identified with sufficient detail for us to identify it,
iii. your address, telephone number and email address,
iv. a statement by you that you have a good faith belief that the disputed use is not authorized,
v. a physical or electronic signature of the person authorized to act on behalf of the copyright owner's interest, 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 owner of the copyrighted work that is claimed to be infringed.
b. It is Wunderfund's policy to terminate, under appropriate circumstances, the account of users who are determined to be repeat infringers.
c. You understand and agree that: (1) Wunderfund assumes no liability or responsibility for any third party content or material of any kind that is submitted to or posted on the Services by you or by any other users or third parties, and (2) Wunderfund is merely a transmitter of any such content, and is acting solely as an Internet Service Provider as such term is defined in the Digital Millennium Copyright Act (DMCA).
d. We will promptly address any alleged infringement. Please direct all such notifications to the person below and specify in any written communication that the correspondence relates to "Copyright Violation", including in the header of the email:
1053 Saint Gregory Street, Floor 2, Cincinnati, OH 45202
e. If you feel that any of your content was improperly removed or made unavailable to other users, please contact Wunderfund at the contact information above.
12. User Content
a. We may now or in the future permit users to post, upload, transmit through, or otherwise make available on the Services (collectively, "Submit") messages, text, illustrations, files, images, graphics, photos, comments, music, videos, information, content, and/or other materials ("User Content"). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published on the Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.
b. You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit. You will not submit any User Content that is illegal, offensive, or inappropriate.
c. By submitting User Content to us, simultaneously with such posting, you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (i) in connection with our business; and (ii) in connection with the businesses of our successors, parents, subsidiaries, affiliates and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content.
13. Feedback. Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary and Wunderfund will own the contents of all such feedback, comments, or suggestions for use as it sees fit and without any obligation to you.
15. No Representations and Warranties. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, FOR USE BY YOU AT YOUR OWN RISK WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, WUNDERFUND AND ITS OFFICERS, MEMBERS, MANAGERS, AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE "WUNDERFUND PARTIES") DISCLAIM ANY AND ALL WARRANTIES (1) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR COMPLETENESS OF THE SERVICES OR INFORMATION AVAILABLE THROUGH THE SERVICES; (3) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES; OR (4) ABOUT RESULTS ANY USER WILL ACHIEVE INVESTING IN A STARTUP OR OTHERWISE USING THE SERVICES.
16. Disclaimer. WUNDERFUND IS NOT A "BROKER" OR "DEALER" (AS DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). WUNDERFUND DOES NOT ENDORSE ANY THIRD PARTIES, OR THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY STARTUP SEEKING TO RAISE CAPITAL THROUGH THE SERVICES. WUNDERFUND IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN ENTREPRENEURS AND STARTUPS AND INVESTORS. WUNDERFUND IS NOT RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY USER IN CONNECTION WITH ANY OPPORTUNITY POSTED ON OR THROUGH THE SERVICES.
17. Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WUNDERFUND OR THE WUNDERFUND PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT WUNDERFUND OR THE WUNDERFUND PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
18. Liability. UNDER NO CIRCUMSTANCES SHALL WUNDERFUND OR THE WUNDERFUND PARTIES BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES, WITH YOUR USE OF OR INABILITY TO USE ANY SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES OF ANY KIND. THE ALLOCATION OF RISK SET FORTH IN THESE TERMS IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND WUNDERFUND. YOU AGREE THAT YOU MAY ONLY COMMENCE A CAUSE OF ACTION RELATED TO THE SERVICES WITHIN ONE (1) YEAR OF SUCH ACTION ACCRUING, AND ANY ATTEMPT TO BRING SUCH AN ACTION AFTER SUCH ONE (1) YEAR PERIOD IS BARRED. Some jurisdictions do not permit limitations of liability and in those jurisdictions some of the foregoing limitations may not apply to you. The limitations in these Terms shall apply to the fullest extent permitted by law.
19. Indemnification. You agree to indemnify and hold harmless Wunderfund and the Wunderfund Parties from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with any actual or alleged violation or breach of any of the representations, warranties, agreements or promises made by you in these Terms.
20. Modification. Wunderfund may modify these Terms. You should review the Terms regularly. Wunderfund will post notice of modifications to these Terms on the Services. If you do not agree to the modified terms for the Services, you should discontinue your use of the Services.
a. You and Wunderfund each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents or information and the proposed resolution. You agree to contact us with disputes by contacting us at 1100 Sycamore Street, 7th Floor, Cincinnati, OH 45202. We will contact you based on the contact information you have provided us.
b. If you and Wunderfund cannot resolve any dispute after 30 days, the party seeking to pursue a claim will submit the claim to arbitration consistent with this section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.
c. Any claim or dispute between you and Wunderfund, and any claim by either against any agent, employee, successor, or assign of the other, including third parties, whether related to these Terms or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by theJAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from the JAMS website or by calling JAMS at 949-224-1810.
d. You and Wunderfund each agree that any arbitration will be solely between you and us, not as part of a classwide claim. If any court or arbitrator determines that this classwide restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the classwide dispute must be brought in court.
e. Wunderfund may pursue equitable relief in a court in connection with the Services without any obligation to pursue the claims in arbitration.
f. Nothing in this Section 21 will preclude, waiver, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that actions is available; (iii) seek injunctive relief in a court of law; or (iv) file a suit in a court of law to address an intellectual property infringement claim.
22. Class Action Waiver. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AND WUNDERFUND EACH WAIVE ANY RIGHT TO PURSUE A DISPUTE ON A CLASSWIDE BASIS, INCLUDING BY JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR TO ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR PROCEEDING.
23. Jury Trial Waiver. TO THE EXTENT ALLOWED BY LAW, YOU AND WUNDERFUND EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
24. Termination. You may terminate your account at any time by contacting Wunderfund at support@Wunderfund.co. 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 provisions of these Terms, your permission from Wunderfund to use the Services will terminate automatically. In addition, Wunderfund may in its sole discretion terminate your user account for the Services or suspend or terminate your access to the Services at any time for any reason or no reason, with or without notice. Wunderfund also reserves the right to modify or discontinue the Services 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 Services.
25. Governing Law; Venue. These Terms and the use of the Services will be governed by Ohio law without regard for its conflict of laws principles. For any claims not subject to the arbitration provisions of these Terms, all claims arising out of relating to these Terms or the Services must be litigated in the state or federal courts located in Cincinnati, Ohio and you and Wunderfund consent to the personal jurisdiction of such courts.
26. No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.
27. Complete Agreement. These Terms constitute the entire and exclusive agreement between you and Wunderfund with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. The headers for these Terms are for convenience only and will not affect the interpretation of these Terms. If a provision of these Terms is found unenforceable the remaining provisions will remain in full force and effect, and an enforceable term will be substituted reflecting our intent as closely as possible.
28. Electronic Signature. My intentional action in electronically signing the User Agreement is valid evidence of my consent to be legally bound by the User Agreement. The use of an electronic version of the User Agreement fully satisfies any requirement that they be provided to me in writing. I acknowledge that I may access and retain a record of the User Agreement documents that I electronically sign through the Services. I am solely responsible for reviewing and understanding all of the terms and conditions of the User Agreements. The electronically stored copy of the User Agreement is considered to be the true, complete, valid, authentic and enforceable record of the User Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You will not contest the admissibility or enforceability of the electronically signed copy of any part of the User Agreement.
29. Assignment. Wunderfund may assign any of its rights under these Terms to an affiliate or to any successor in interest to the business of Wunderfund. You may not assign your rights under these Terms and any such purported assignment is void.
30. Waiver of Terms. The failure of Wunderfund to enforce these Terms for any period of time does not constitute a waiver of its right to enforce these Terms.
Information you Provide to Wunderfund. "Personally Identifying Information" is information that individually identifies you, and may include your name, physical address, phone number, email address, date of birth, net worth, income, status as an accredited investor, employer identification number, social security number, and any other information that would allow someone to identify or contact you. Of course, you may choose not to provide Wunderfund with Personally Identifying Information. However, this choice may prevent Wunderfund from providing you with the information or Services you requested or that could be offered to you.
If you invest in a business through the Services, 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.
If you would like to raise funding for your business with our Services, we collect information about you and your business, your fundraising terms, and payment information.
Third-Party Services. If you register for the Services through a third-party social networking or authentication services (a "Credential Party"), such as Facebook, LinkedIn, or Twitter, we will collect Personally Identifying Information that you have provided to the Credential Party (such as your name, email address, photo, and other information you make available via the Credential Party) and an authentication token from the Credential Party. The Personally Identifying Information collected from the Credential party may be used to register you on the Services. You may revoke our access to your account with a Credential Party at any time by updating the appropriating settings in the account preferences of the respective Credential Party. You understand that certain features of the Services may not be available to you if you choose to remove our access to your account with the Credential Party.
Information We Collect Automatically When You Use the Services. When you access or use the Services, we may automatically collect information about you, including:
Use in General. We may use your information for a variety of purposes, including to:
You have the right to request a restriction in using your information, but you will be limited operationally in what you can perform on our site. See the Sharing the Disclosure of Information section below to learn more about what we use your information to do.
Wunderfund has implemented information security safeguards designed to protect your PII. Unfortunately, neither the network nor data transmission over the internet can be guaranteed to be 100% secure. As a result, while we strive to protect a User's information, Wunderfund cannot ensure or warrant the security of PII or other information submitted through a Service. Thus, any information a User transmits to us is done so at the User's own risk.
The Services do not respond to Do Not Track signals. Third parties cannot collect PII about you when you use a Service.
On occasion, the Services are connected by "hyperlinks" to other third party's websites. Please note that Wunderfund is not responsible in any way for the privacy practices of other websites and suggests that you review the privacy policies of those other companies' websites before using them.
You can access your information in your account profile settings, as well as during investment checkout. You can update the information you provided us in these settings as well. Your profile will always be hidden from public view as well as search engines that collect information from our websites. Information will be publicly shown only in a public forum where communication between you and the Issuer has been established on the homepage of this site. If you are within the EU, we can provide you a copy of your personal records we hold on this site and your communications with the Issuer.
You also have the right to ask Wunderfund to correct any information regarding your PII on Agreements, Third Party Services we use, or information saved in our database.
You can either temporarily disable or permanently delete your account through our Services. If you disable your account, we log you out of your account, but we will save your information in case you later decide to reactivate your account.
You have the right to delete certain account information through your profile settings. If you intend to delete your account altogether, we will permanently delete your account information and moments and we will delete your messages according to our regular retention schedule. Please note that we will continue to store certain information for analytics purposes, but that information will not include your personal information such as name, email address, or telephone number. Also, please note any information disclosed on the Public Forum will not be deleted, as per our requirements to comply with FINRA regulations. We will also retain any other information as required by law.
Please be aware that information we collect through the Service may be transferred to and processed in the United States, where the privacy laws may not be as comprehensive as those in the country where you reside or are a citizen. By using the Services or providing Wunderfund with any information, you consent to transfer, processing, and storage of your information in the United States or such other countries as Wunderfund choose in its sole discretion.
If you are within the EU, we will provide to you, or a third party you have chosen, your PII in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use by agreeing to our terms.
Effective Date: June 1, 2018
Thrivera Ventures Fund I, LLC d/b/a Wunderfund operates this website, Wunderfund.co (the "Site"), which facilitates securities offerings (the "Offerings") by early stage, start-up companies ("Startups"). The Offerings are made pursuant to Regulation Crowdfunding of the Securities Act of 1933 ("Reg Crowdfunding Offerings"), which are facilitated either through the portion of the Site operated by Thrivera Ventures Fund I, LLC d/b/a Wunderfund ("Wunderfund Portal"), or by a third party funding portal (each, a "Third Party Funding Portal").
Table of Contents
This Agreement between you and Thrivera Ventures Fund I, LLC 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"). For ease of reference, when Thrivera Ventures Fund I, LLC d/b/a Wunderfund and its affiliates are referred to together in this Agreement, they are referred to as "Wunderfund," "we," or "us".
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:
You should carefully read each of the above documents before subscribing to an 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 Wunderfund, and you are responsible for understanding the content of those agreements.
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:
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.
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.
Each Startup will have limited or no operational record.
You consent to the disclosure by Wunderfund 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 Wunderfund, you specifically consent to disclosure by Wunderfund to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by Wunderfund to any Startup or Member, or combination of Startups or Members, that you have invested in one or more Startups through the Site, and the number of such investments. You may withdraw this consent at any time by contacting Wunderfund.
Wunderfund 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.
You represent and warrant to Wunderfund Portal (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the investor certification (the "Investor Certification") page are correct and complete and may be relied upon by Wunderfund 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 Regulation Crowdfunding 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 Wunderfund Portal, any Third Party Funding Portal (if applicable), Startups, and their principals, affiliates, and other parties may rely, on the information you have provided to Wunderfund 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.
Wunderfund Portal operates the portions of the Site that facilitate Reg Crowdfunding Offerings by Startups. Members are not clients of Wunderfund Portal or any Third Party Funding Portal. Although Wunderfund Portal evaluates potential Startups and determines which Startups will be able to engage in Reg Crowdfunding 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 Wunderfund.
For all Startups listed on the Wunderfund Portal Site, Wunderfund 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 Wunderfund Portal has a reasonable basis for believing that the Startup complies with Regulation Crowdfunding). 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 Wunderfund Portal nor its affiliates performs any separate due diligence on the Startups. Some of the Startups listed on the Wunderfund 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 Wunderfund.
You also acknowledge that neither Wunderfund nor any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provide 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 Wunderfund nor any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither Wunderfund 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.
In Reg Crowdfunding Offerings, Wunderfund Portal 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 Regulation Crowdfunding are limited to raising a maximum of $1,070,00 through Reg Crowdfunding Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 3.3.8 — "Investor Eligibility Requirements".
Members participating in Reg Crowdfunding Offerings will invest in Startup Securities, which will be debt or equity securities issued by the Startup. The terms of the Startup Securities purchased in Reg Crowdfunding 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 and read the educational materials available on the Site about each type of security.
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. 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 Wunderfund 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 minimum amount of funds are raised for a Startup during the fundraising (the "Funding Target") for a particular Reg Crowdfunding 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 within seven days of the termination of the Fundraising. If the Funding Target is reached prior to the Target Deadline and the Startup desires to move the Target Deadline up, Wunderfund Portal or a Third Party Funding Portal (if applicable) will provide you with at least five business days' notice of such change. Otherwise, Wunderfund 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 amount of funds raised by the Startup during fundraising when the Startup will close the fundraising (the "Maximum Amount") and the manner of allocating subscriptions for amounts in excess of the Maximum Amount. You will receive notice from Wunderfund 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 Wunderfund Portal 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 Wunderfund Portal nor any Third Party Funding Portal nor any of their affiliates will take physical custody of your funds.
You acknowledge that neither Wunderfund nor any third party has represented to you that securities of any Startup are being sold on an "all or none" basis. You acknowledge that, if the Funding Target is not reached, your funds will be returned to you without interest, within seven days of the termination of the Fundraising.
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.
With respect to any Reg Crowdfunding 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 Crowdfunding, as discussed further below in Section 3.3.8.
Wunderfund Portal will charge a fee to each Member who invests in a Reg Crowdfunding Offerings, which will be a percentage of the amount the Member invested at the time each Reg Crowdfunding Offering closes.
The Startup Securities offered to Members in Reg Crowdfunding 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.
In accordance with Regulation Crowdfunding's requirements, you are not permitted to invest more than a certain amount in offerings made under Regulation Crowdfunding (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 lesser 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 lesser of your annual income or net worth, but you may not invest more than $107,000 through all Regulation Crowdfunding Offerings.
Further, you understand and agree that Wunderfund Portal is permitted under Regulation Crowdfunding to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Reg Crowdfunding Offering. You agree that you would not be disqualified from engaging in any conduct under Regulation Crowdfunding because of a "disqualification event" as described in Regulation Crowdfunding.
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:
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. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.
None of Wunderfund 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.
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 Crowdfunding 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.
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.
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.
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.
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 Wunderfund Portal's control. You will typically not receive returns, if any, until an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.
In Reg Crowdfunding Offerings, Members will invest directly in the securities of Startups. The Startup will not be managed by Wunderfund Portal or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg Crowdfunding Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.
Wunderfund Portal and the Third Party Funding Portals are registered as funding portals with the SEC and are members of FINRA. As such, Wunderfund 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. Wunderfund is maintaining compliance by persisting electronic access to the FINRA Manual publicly, which can be found here.
Under Regulation Crowdfunding, a Startup must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, Wunderfund 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 Crowdfunding Offerings on the Site. However, none of the SEC, Wunderfund 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 Regulation Crowdfunding 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.
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.
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).
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 SECURITIES.
I represent and warrant to Thrivera Ventures Fund I, LLC d/b/a Wunderfund and its affiliates (collectively, "Wunderfund") that the information submitted about Startup is correct and complete. 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 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 Services 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 TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES I MUST DO SO IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
I UNDERSTAND THAT WUNDERFUND 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 SERVICES 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 THRIVERA VENTURES FUND I, LLC IS A "FUNDING PORTAL" BUT IS NOT A "BROKER" OR A "DEALER," AS THOSE TERMS ARE DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
I agree that Thrivera Ventures Fund I, LLC shall have the right, but not the obligation, to list Startup as a customer who uses the Services and in materials promoting the Services. I further agree that if I use the Services to raise capital for Startup, Thrivera Ventures Funds I, LLC has the right, during and after the term of this Agreement, to list Startup and details of the transaction on the Services and in materials promoting the Services.
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 Thrivera Ventures Fund I, LLC d/b/a Wunderfund or any of its affiliates ("Wunderfund") 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 Wunderfund.co. 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 Wunderfund 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 Wunderfund gives no warranties in relation to these matters.
I consent to the delivery of tax documents through the Platform. 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 Wunderfund's Information on the Electronic Delivery of Tax Documents, included below.
I further understand and agree to each of the following:
These provisions relate to my consent above to Wunderfund's provision of tax documents to me electronically. Prior to furnishing the tax documents electronically, the Internal Revenue Service requires that Wunderfund provide each investor with the following information: