Last updated: Jul 14, 2021 3:40 PM
Fundify Portal, LLC
Welcome to the website of Fundify Funding Portal, LLC (Fundify).
PLEASE DO NOT USE THE WEBSITE
Summary of Service
This is an electronic platform where business owners can seek to raise capital from investors, and where investors can browse opportunities to make investments into businesses. Registered users can also participate communications, read educational materials, and take advantage of other features that we might add from time to time.
To learn more about who we are, what we do, and how we do it, please read our Educational Materials.
- “Applicant” means a company that has applied to be an Issuer on the Site, to raise money from investors.
- “Content” means all images, text, and other content you see on the Site. On some parts of the Site, Users can upload Content. For the avoidance of doubt, Content does not include information submitted by an Issuer to the Company that Issuer does not intend to be made available on the Site.
- “Company” or words like “we” and “us” mean Fundify Funding Portal, LLC.
- “FINRA” means the Financial Industry Regulatory Authority.
- “Investor” means a User who uses the Site to browse investment opportunities.
- “Issuer” means a business that is listed on the Site, trying to raise capital from investors. This includes Startups and existing Companies seeking growth capital.
- “Registered User” means any User that registers on the Site.
- “SEC” means the U.S. Securities and Exchange Commission.
- “Service” means everything we do at the Site.
- “Site” means the website located at Fundify.com.
- “User” means anyone who uses the Site, even just to browse.
Acceptance of Terms; Changes in Terms
If you use access the Site, even just to browse, you will be deemed to have consented to the terms of this Agreement. We may also ask you to indicate your consent more formally by checking a box or otherwise taking an affirmative action.
The Company reserves the right to change, suspend, or discontinue the Service or any of its features at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
To be a Registered User, you must be at least 18 years old and of legal age in your jurisdiction to form a binding contract. If you are not, you must stop using the Site.
We may, in our sole discretion, refuse to offer the Service to any person or entity and/or change our eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
In addition, we may ask that you agree to other terms and conditions depending on your use of the Site. All of such other terms and conditions become part of this Agreement upon addition. You will receive notice of such changes or additional terms. Your continued use of the Site constitutes your agreement to such terms.
There are no agreements or understandings concerning your use of the Site that are not reflected in this Agreement. This Agreement supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service.
You may browse the Site without registering, but as a condition of using certain aspects of the Service, including the ability to make investments in Issuers, you must become a Registered User by registering with the Company and selecting a screen name (“User ID”) and password. You shall not use as a User ID any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID.
You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. We will treat anyone who uses your User ID and password as "you" for all purposes, and we will hold you responsible for the activities of the person using your password. You will never allow any other person to use your account, nor will you use the account of any other User. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.
Accuracy of Information
You promise that all of the information you provide to us, at the Site or otherwise, will be true and accurate in all respects. If you learn that any of the information you have given to us is incorrect or inaccurate, you will notify us immediately.
You consent to receive from the Company and Issuers all communications including notices, agreements, legally required disclosures, or other information in connection with the Services electronically. The Company may provide the electronic notices by posting them on the Site. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.
Use of Site
You will use the Site only for the purpose for which it was intended, i.e., to provide the Service. You will not use the Site for any other purpose, whether personal or commercial. The Service is provided only for your own personal, non-commercial use, except as otherwise provided. You are responsible for all your activity in connection with the Service.
This Site has been designed for informational purposes only. Fundify does not provide tax, accounting, legal or regulatory advice, and nothing contained in this site should be construed as such. Users of this Site should consult with their independent advisors and counsel. With regard to any indications of interest or investment placed through Fundify, potential investors understand that they are exercising independent judgment and not relying on Fundify or its affiliates for investment advice, investment recommendations, a determination of suitability or direction of any kind. Further, potential investors acknowledge that they will not rely on any market commentary, educational material or marketing materials created or disseminated by Fundify for the purposes of determining suitability for any potential investment or investment strategy(ies).
Code of Conduct
You will not:
- Upload, email, or otherwise transmit any images or other Content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.
- Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private, or sensitive information about another person, without that person's consent.
- Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
- Post Content that is false, misleading, or inaccurate.
- Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
- Transmit materials that contain any viruses or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
- Use the Service to artificially generate traffic or page links.
- Use the Service in a manner that breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Use the Site in a manner that could disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site, such as through sending "spam" email.
- Seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means we have not intentionally made available to you through the Site.
- Use the Site to violate any law, statute, or regulation (including, without limitation, those governing securities regulations, consumer protection, unfair competition, anti-discrimination, or false advertising) or for any other unlawful purpose.
- Do anything that could jeopardize the Company and its ability to provide the Services, including, but not limited to, any action which could affect its registration as a Funding Portal.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of autoresponder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl", "spider" or “scrape” data from any page of the Site.
You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
Our Obligation to Enforce Code of Conduct
We will enforce the Code of Conduct described above wherever we become aware of violations and deem enforcement to be necessary. However, we do not necessarily monitor the Site for violations and are not liable for any harm or damages caused to Users by another User’s violation of the Code of Conduct. If you believe the Code of Conduct is being violated, please contact us.
Our Right to Monitor
We may monitor your use of the Site, including email, and other Content you transmit through the Site, (i) remove, limit or restrict your access to the Site, (ii) remove, edit, or refuse to post Content, (iii) restrict access from certain websites or other resources, and (iv) take any other actions we deem necessary in our sole discretion to protect our community of Users and our resources. You cannot expect that communications through the Site will remain private.
Our Right to Terminate Use
The Role of the Company
If you are an Investor, you understand that the Company is a “funding portal” as described in section 3(a)(80) of the Securities Exchange Act of 1934 and section 4A(a)(1)(B) of the Securities Act of 1933. This means, among other things, that:
- You cannot purchase securities of the Company on the Site, and you will not acquire any ownership interest in the Company by investing in an Issuer.
- The Company does not make any promises, representations, or recommendations about any of the Issuers. You have to decide whether to invest in Issuers on your own, based on information from the Issuers themselves.
- All the information about Issuers that you see on the Site has been provided by the Issuers themselves, not by the Company. The Company does not provide and is not responsible for any of the information about Issuers posted on the Site.
- Any contract you enter into with an Issuer is solely between you and the Issuer and does not involve the Company. The Company does not guaranty that any Issuer will satisfy is contractual obligations to you.
- The Company is not making any guaranties to you. If you lose all or part of your investment, you will not have a right to recover from the Company, except to the extent the Company is determined to be liable for your loss under Federal securities laws.
- Although the Company performs certain reasonable basis background checks on Issuers, and Issuers provide certain information about themselves on the Site, the Company’s due diligence is limited and it is possible that (i) Issuers will be nonviable or may even be fraudulent, or (ii) Issuers will fail to provide all material information about themselves. We strongly suggest that before making any investment, you conduct your own investigation, together with professional advisors.
If you are an Investor, you understand that:
- Our Site offers Investors the opportunity to invest in businesses. However, we do not make recommendations whether a particular opportunity is appropriate for a particular Investor. We are not investment advisers. Investors must make their own investment decisions, either alone or with their personal advisors.
- Investing is risky and unpredictable. You should invest in opportunities listed at the Site only if you can afford to lose your entire investment.
- Everything you see about any investment opportunity on the Site is qualified in its entirety by the offering documents for that opportunity.
- Neither the SEC, FINRA, nor any state agency has reviewed the investment opportunities listed on the Site.
- The securities offered on the Site are restricted and may not be sold, transferred or assigned except in compliance with securities laws. You may not be able to liquidate your investment in the near term or ever.
Our Right to Conduct Background Checks
By subscribing for any investment opportunity listed on the Site, you give us permission to conduct background checks on you – for example, credit checks, checks to ensure compliance with anti-terrorism and anti-money laundering laws, and other background checks we believe are necessary to comply with law or protect our interests or the interests of other Users.
Tracking Visits and Use
You will not disparage the Company, the Site, or any other User.
On some parts of the Site, you may submit comments or Content (such as by posting on communication channels, blogs or discussion boards) subject to the following rules:
- You grant to us and other Users 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 your Content, and to sublicense the same rights to others, with or without compensation. No compensation will be paid to you for any such use.
- Your privacy is not protected with respect to any Content you submit, including your name, address, photographs, etc. We cannot guaranty that other Users will not use your Content in an illegal, inappropriate or unfair manner, or in a manner otherwise unanticipated by you. Please use caution.
- You will be solely responsible for any damage or loss to any party caused by your Content.
If you suggest improvements to the Site or our business, we may use your suggestions without acknowledging that they came from you or paying you for them.
- If you suggest improvements to any Issuer listed on the Site, the Issuer (or any other User) may use your suggestions without acknowledging that they came from you or paying you for them.
- The Company reserves the right, at any time, for any reason, and without notice, to block, remove, edit, or modify any Content you submit. The Company reserves the right not to comment on the reasons for any of these actions.
Ownership of Intellectual Property
The Company owns or has the legal right to use all of the intellectual property associated with the Site and the Services. This includes, but is not limited to, our name, our trademarks and copyrights, the design of the Site, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used on the Site, and our logos, tag lines, and trade dress.
You have no interest, right or license in or to any of this intellectual property, other than the right (which we may terminate or suspend) to use the Site and the Services in accordance with these Terms and Conditions. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property in any way.
In accordance with the Digital Millennium Copyright Act, the Company has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. The Company also may terminate User accounts even based on a single infringement.
Your Duty of Confidentiality
The term “Confidential Information” means information (i) that is designated as “Confidential” or "Proprietary" at the time of disclosure or within a reasonable period thereafter, (ii) that is only available to Users who have registered at the Site, or (iii) a reasonable person would understand to be Confidential.
Confidential Information includes:
- Our business policies and practices, strategic plans, pricing, financial information and projections, marketing information and strategies;
- The names of Users of the Site;
- Information relating to projects listed on the Site, including but not limited to financial projections, project details, and the names of project sponsors, borrowers, and investors; and
Information received from third parties that we are obligated to treat as confidential.
You shall keep all Confidential Information in confidence, and not use Confidential Information for any purpose other than as contemplated by the Site. You will use at least the same degree of care in safeguarding Confidential Information as you use in safeguarding your own confidential information and trade secrets, such as your social security number and secret business plans.
Notwithstanding the preceding paragraph, you may disclose Confidential Information if you are required to do so by legal process (for example, by a subpoena), provided that you promptly notify us in advance so we can seek a protective order or other relief.
Your Duty of Non-Solicitation
During the period that begins on the first date you use the Site and ends two years after the last time you browse or use the Site:
- You will not contact any Issuer that you first learned of on the Site for any purpose other than to invest in the Issuer through the Site. For example, you will not contact an Issuer to learn about other offerings or to suggest that the Issuer seek capital elsewhere.
- You will not contact any employees of the Company or its affiliates in an effort to hire them yourself, or to persuade them to work for someone else or to terminate their employment by the Company.
- You will not contact any other Users in an effort to persuade them to use any competitive site, or to invest in any Issuers other than those listed on the Site, or to stop using the Site.
To use the Services, you may be required to visit other websites. In addition, the Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site.
When you access third-party websites, you do so at your own risk. Those other websites are not under the Company's control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource, or for any breaches of your personal information that occur through such third-party websites.
The Company will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify the Company's copyright agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site, sufficient for the Company to locate the material;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please notify the Company’s copyright agent in writing. Your counternotice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
- A physical or electronic signature of the user of the Services;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
- The subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subscriber (c)(1)(C) or an agent of such person. Under the Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
If you fail to comply with these notice requirements, your notification or counternotification may not be valid.
Our designated copyright agent for notice of alleged copyright infringement is:
Jones and Spross, PLLC
1605 Lakecliff Hills Ln., Suite 100
Austin, TX 78732
Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Without limiting the preceding paragraph, the Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that (i) the Service will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE.
The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site.
Similarly, we also expressly disclaim any and all warranties on behalf of our third-party suppliers and service providers.
Although we will try to protect the privacy of the information you provide to us, we cannot guaranty that our systems will not be breached, just as the systems of large retailers, banks, and even governmental agencies have been breached.
In addition, to when you use our Services you might be required or permitted to visit other websites. We take no responsibility for the security of their systems. See “Third Party Sites” above.
Limitations of Liability
IN NO EVENT SHALL THE COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDREDU.S. DOLLARS ($100.00), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
The Foregoing Disclaimers And Limitations Of Liability Are Not Intended To
Limit The Liability Of Any Person Under The Federal Securities Laws.
Your Disputes with Other Users
You will not include us in any dispute you have with another User.
You may not assign any part of your interest in this Agreement, or transfer your User account to another person.
The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Services are deemed a passive website that does not give rise to personal jurisdiction over the Company or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of Texas.
You agree that:
- Any claim we may have against you arising out of your activities with respect to the Site, other than Excluded Claims (as defined below), shall similarly be resolved exclusively by arbitration.
- The arbitration shall be conducted in accordance with and pursuant to the arbitration procedures of FINRA, as long as all of the claims (other than Excluded Claims) are eligible to be arbitrated in accordance with such procedures. If some or all of the claims (other than Excluded Claims) are not eligible to be arbitrated in accordance with FINRA procedures, then the arbitration shall be conducted and administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures") (available at http://www.adr.org).
- The arbitration shall be held in Austin, Texas or at another location that you and we select by mutual agreement.
- There shall be no authority for any claims to be arbitrated on a class or representative basis. The arbitrator is authorized to decide only your or our individual claims; and he or she shall not consolidate or join the claims of other persons or parties who may be similarly situated. We refer to this as the "Individual-Claims-Only Requirement.”
The term “Excluded Claims” means:
- A claim where we allege that you have infringed upon our intellectual property or the intellectual property of any third party.
- Claims arising from your investment in a specific opportunity.
- Claims explicitly covered by another agreement, such as an Investment Agreement or a Limited Liability Company Agreement.
- Claims between you and another User.
- Any claim of any nature, if the Individual-Claims-Only Requirement is determined to be invalid.
Excluded Claims may be subject to arbitration if, and only if, a separate agreement so provides. Otherwise, Excluded Claims shall be adjudicated through the court system.
Survival of Terms
This Agreement shall continue to apply even if you are no longer a User.
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be deleted and the remaining provisions shall be enforced, as long as each party can obtain substantially all of the benefits contemplated initially. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our rights with respect to subsequent breaches.