Terms Of Service
Terms Summary
1) Revokation of use
In case you are not in compliance with our Terms or Privacy Policy, we reserve the right to limit the functionality or alter inappropriate content.
2) Number of accounts
Each user is entitled to have only one personal account and one account for each business he or she owns. We reserve the right to remove other accounts.
3) Identity
We request all users on the Society3 system to use their real names and real photos. The same applies for each business entered on the Society3 platform. You may not use a name from any registered tradename unless you own that trademark.
Society3 reserves the right to rename an account if you are not in compliance with the above rule.
4) Cost The base system is available to everybody at no charge. The free version may not include all features that are available to subscription users.
The Terms
This Agreement shall be effective as of date you click “I accept” below, and shall continue in full force and effect for so long as you continue to maintain an account with Society3 to use the Platform. Society3 reserves the right to immediately suspend your access to the Platform or terminate your account if Society3 determines that you have violated any term of this agreement, or for any other reason whatsoever.
We reserve the right to modify these terms or any additional terms that applies the platform, reflect changes in the law or changes to our Service. It is your responsibility to review the terms regularly. The Company will post notice of modifications to these terms on this page. Changes will not apply retroactively and changes addressing new functions for the Platform or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms, you should discontinue your visitation and/or use of the Platform. Your continued visitation and/or use of the Platform after any such changes constitutes your acceptance of the new Terms of Service.
Society3 hereby grants you a non-exclusive, non-transferrable license to use the Platform as set forth in this Terms of Service, provided that: (i) you agree not to sub-license reproduce, decompile, disassemble, modify, adapt, translate, create derivative works of, copy, distribute duplicate, copy, rent, lease, trade, repackage, broadcast, reverse engineer, resell or exploit for any commercial purposes, in whole or in any part, any of the Platform, content or infrastructure, and you further agree that your use of the Platform is permitted solely for your personal, noncommercial use, unless you have explicit permission to use for commercial purposes from Society3, Inc.; (ii) you will not copy or distribute any part of the Platform in any medium without the Company’s prior written authorization; (iii) you will not take and/or use any screenshots of the Platform for any purpose without prior written authorization; (iv) you will not alter or modify any part of the Platform other than as may be reasonably necessary to use the Platform for its intended purposes; (v) you will not violate or attempt to violate the security of the Platform or Services or use the Platform or Services to violate the security of other web sites by any method, including, without limitation, (a) accessing data not intended for Users or logging into a server or account which Users are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a the Platform system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any member or user of the Platform, including, without limitation, by submitting a virus to the Platform, overloading, “spamming,” attempting “denial of service” attacks, or “crashing,” (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any Society3 packet header or any part of the header information in any e-mail or newsgroup posting; (vi) you will only use the Platform from a server controlled by Society3; (vii) you will otherwise comply with the terms and conditions of these Terms of Service. You shall be liable to Society3 for any failure on your part to comply with the terms of this Agreement.
In order to access some features of the Platform, you will have to register and create a user account. Registration is free. You may never use another’s account without permission. When creating your account, you must provide true, accurate and complete information (herein “Registration Data”). You agree to not use the Platform to impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify the Company immediately of any breach of security or unauthorized use of your account. Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable to others as well as us if your account is used in violation of these Terms of Service.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Platform. Notwithstanding the foregoing, Society3, Inc. grants the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. The Company reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Platform, nor to use the communication systems provided by the Platform for any commercial solicitation purposes. You agree to not upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any form of solicitation. You agree to not solicit, for commercial purposes, any users of the Platform with respect to their submissions.
You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Society3, Inc. to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Platform and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name and likeness of each and every such identifiable individual person included in a User Submission in order to enable inclusion and use of the User Submissions in the manner contemplated by the Platform and these Terms of Service. For clarity, you retain your ownership rights in your User Submissions. However, by submitting the User Submissions to the Company, you hereby grant the Company a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Company’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Platforms (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Platform a non-exclusive license to access your User Submissions through the Platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Platform and pursuant to these Terms of Service.
In connection with User Submissions, you agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Society3, Inc. all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Society3, Inc. or any third-party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or harm minors in any way or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. Society3, Inc. does not endorse any User Submissions or any opinion, recommendation, or advice expressed therein, and Society3, Inc. expressly disclaims any and all liability in connection with User Submissions. Society3, Inc. does not permit copyright infringing activities and infringement of intellectual property rights on the Platform, and Society3, Inc. will remove all Content and User Submissions if properly notified that such Content or User Submission infringes another’s intellectual property rights. Society3, Inc. reserves the right to remove Content and User Submissions without prior notice. Society3, Inc. also reserves the right to terminate a User’s access to its Service, if they are determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Platform more than twice. Society3, Inc. also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Society3, Inc. may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
If you are a copyright owner or an agent thereof and believe that any User Submitted Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by following our Copyright Infringement Notification Process.
You understand that when using the Platform, you will be exposed to User Submissions from a variety of sources, and that Society3, Inc. is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Society3, Inc. with respect thereto, and agree to indemnify and hold Society3, Inc., its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Platform.
FundersMart is designed for, and restricted to use by, companies (herein “Issuers”) and investors (specifically, accredited investors in the US, sophisticated investors from the UK, and other investors who are permitted through their respective legal systems to buy securities from privately held companies; herein “Investors”; together with Issuers, “Users” or “You”). Society3 is neither an exchange nor a dealer broker. It does not purchase, negotiate, value or trade securities in behalf of any third party. However Society3 is facilitating the process of making connections with other investors. A simple list with offerings from investors is provided where any authorized investor can offer a position or express interest in buying a specific security. Negotiation and payments are made directly between the parties outside the FundersMart platform.
Orders are processed directly between the Users. Society3 does not gain any commission from such order. Issuer only pay a nominal subscription fee to use the Platform for conducting such business.
During initial issuance, the issuer determines the price and justifies this in the prospectus, or form D. An investor may request to buy shares from the issuer. The issuer can accept or reject the request. If the issuer accepts a request, the investor must electronically sign an investor agreement and make payment within 48 hours. In the event that the deadline to complete the transaction passes, the system automatically voids the transaction and there are no further obligations owed by the Users.
From time to time, Society3 may state that users can “Exit Anytime” in FundersMart. “Exit Anytime,” as used by Society3 in FundersMart, shall mean that users may sell the restricted stock they have purchased through the FundersMart platform. However, Society3 requires that such sales be made in strict adherence to the regulations on restricted stock sales, as set forth by the Securities and Exchange Commission and the State in which the sale occurs. By using the FundersMart platform, User acknowledges the existence of all applicable regulations that apply to the sale of restricted stock, and agrees to adhere to those regulations strictly. For example, SEC Rule 144 applies the following limitations, among others, to the sale of restricted stock to the public: if the Company is a “Reporting Company” with the Securities & Exchange Commission, holders of stock in that Company can sell their shares, or “Exit Anytime,” no earlier than six months from the date the stock was bought and fully paid for; if the Company is not a “Reporting Company” with the Securities & Exchange Commission, holders of stock in the Company can sell their shares, or “Exit Anytime,” no earlier than twelve (12) months from the date the stock was bought and fully paid for. This representation is not intended in any way to provide complete analysis of SEC Rule 144, but is intended to illustrate the existence of regulations that apply to the sale of restricted securities. For further information on SEC Rule 144, and other existing applicable regulations, Society3 encourages Users to consult www.sec.gov.
User acknowledges that he may not qualify to participate on the FundersMart Service. User eligibility varies by jurisdiction.
Offerings in the US are available to both “Accredited Investors” as well as unaccredited investors, though participation is substantially limited for unaccredited investors. Proof of accreditation must be presented during the registration process. Accredited Investors are natural persons who have a net worth of over $1 million (exclusive of residence) or an annual income above $200,000.00 individually ($300,000.00, if married). Unaccredited investors can only participate in purchases up to an amount equal to the greater of either 10% of their annual income or 10% of their net worth.
Investor Registrants must provide a complete profile of personally identifying information, as well as submit a self-assessment of financial sophistication. Following registration and positive verification by Society3, Society3 grants Investor access to certain content provided by issuers. Investors have the opportunity to be not listed within the platform.
Issuer Registrants must also provide all information required to qualify for listing on the Platform. Following registration and positive verification by Society3, Society3 grants the Issuer the right to publish its private placement on the Society3 platform. Society3 informs all registered investors and displays the contents of the private placement on the platform in accordance with applicable law. The scope and duration of the publication shall be limited by all laws, regulations and court orders applicable. Active promotion of the Private Placement within the Society3 FundersMart platform is possible as the platform is able to restrict solicitations to authorized investors only.
Issuer has access to FundersMart to enter company data, Prospectus, number of shares, prices and other necessary listing information. The Issuer agrees and confirms to provide all necessary information required under applicable law. To unlock an issuer the legal representative of the company must be registered with their personal data and will be approved by a qualified Society3 representative. Issuers confirm that they are authorized to offer the respective number of shares.
Issuer agrees to engage only with Investors who are enabled for the respective geography they are targeting. The marketplace allows issuer to select those geographies but also requires the corresponding information in order to be enabled. Targeting US Investors require the completion and filing of FORM D, which is mandatory to be enabled for the US market on FundersMart. All data obtained during listing is owned by the Issuer. Companies issuing stock through FundersMart will elect a 506 exemption (either 506b or 506c) from Regulation D, which requires that all sales of securities be registered with the Securities & Exchange Commission. Nevertheless, each Company must file a FORM D filing with the Securities & Exchange Commission, at which time they will elect a 506 exemption. Though the Company will be exempted under 506 from registration of the stock offering and sale with the SEC, the Company will nevertheless be subject to various obligations and limitations on its sales and offering rights under each 506 exemption. Society3 requires that the Company adhere strictly to the applicable obligations and limitations in the 506 exemption that applies to it.
Society3 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO THE SUITABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE Society3 PLATFORM, CONTENT, THE SOFTWARE OR THE SERVICES. Society3 DOES NOT WARRANT THAT THE Society3 PLATFORM, CONTENT, THE SOFTWARE OR THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING WITHOUT LIMITATIONS STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE Society3 PLATFORM, CONTENT, THE SOFTWARE OR THE SERVICES, WHETHER MADE BY Society3’S EMPLOYEES OR OTHERWISE THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY Society3 FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF Society3 WHATSOEVER.
Notwithstanding any provision contained herein to the contrary, the maximum liability of Society3 arising out of or in connection with this Agreement or any use of or inability to use the Platform, whether such liability arises from any claim based upon contract, warranty, tort, or otherwise, shall in no event exceed the actual amount paid to Society3 by the User hereunder during the three (3) months preceding the claim or $100, whichever is greater.
The User may not institute any action in any form arising out of this Agreement more than twelve (12) months after the cause of action has arisen.
YOU SPECIFICALLY ACKNOWLEDGE THAT Society3 SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
You agree to defend, indemnify and hold harmless Society3, Inc., its parent corporation, officers, directors, employees and agents, from and against any and all claims, actions, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, legal and accounting fees) arising from: (i) your use of and access to the Society3, Inc. Platform and/or Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Society3, Inc. Platform and Service.
WAIVER. Any waiver by Society3 of a breach or violation of any provision of this agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof.
User may not assign or delegate any of their rights or obligations under this Agreement without the written consent of Society3. Society3 may assign or delegate any of its rights or obligations under this Agreement without the written consent of User. Society3 may subcontract any or all of its obligations under this Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and their permitted assigns.
Any notices required or permitted to be given under this Agreement shall be deemed sufficiently given it in writing, and if delivered by hand, by courier, by confirmed facsimile or sent by registered or certified mail, postage and fees prepaid. Notices to User shall be sent to the Administrative Contact set forth in the order and notices to Society3 shall be sent to the address set forth above, to the attention of President, or at such other addresses as may be furnished in writing to the notifying party.
The waiver by one party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision by the other party.
In the event that any of the provisions of this Agreement or the application of any such provisions to the
User or Society3 hereto with respect to their obligations hereunder are held by a court of competent
jurisdiction to be unlawful or unenforceable, the remaining provisions of this Agreement shall remain in
full force and effect, and shall not be affected, impaired, or invalidated in any manner.
The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. Jurisdiction of all claims relating to this Agreement shall lie exclusively with the state or federal courts in Delaware and both parties hereby consent to the exclusive personal jurisdiction of such courts if there is a dispute regarding this Agreement.
Society3 shall not be liable for its failure to perform hereunder due to contingencies beyond its reasonable control, including, but not limited to, strikes, riots, wars, fire, power failure, hardware failure, acts of God, or acts in compliance with any law or government regulation.
This Agreement is available at Society3.com and contains the entire and only understanding between the User and Society3 regarding the Platform, and supersedes all prior or contemporaneous discussions, understandings and agreements, whether written or oral, between the parties. Modifications or waivers of this Agreement require a replacing agreement.
The Society3 Terms of Services have been updated January 4, 2016.
Terms Summary
1) Revokation of use
In case you are not in compliance with our Terms or Privacy Policy, we reserve the right to limit the functionality or alter inappropriate content.
2) Number of accounts
Each user is entitled to have only one personal account and one account for each business he or she owns. We reserve the right to remove other accounts.
3) Identity
We request all users on the Society3 system to use their real names and real photos. The same applies for each business entered on the Society3 platform. You may not use a name from any registered tradename unless you own that trademark.
Society3 reserves the right to rename an account if you are not in compliance with the above rule.
4) Cost The base system is available to everybody at no charge. The free version may not include all features that are available to subscription users.
The Terms
INTRODUCTION
Welcome to Society3. and its application platform with applications such as FundersMart, Buzz, Flights and other software applications. All applications are run by Society3, Inc., and its corporate partners (herein “Society3,” “the Company,” “we” or “us”). The Society3 PLatform and any other related features, content or applications, and title, is wholly owned and operated by Society3, or its content contributors, and is protected by United States and foreign intellectual property laws. Unauthorized use of the Society3 Content may violate copyright, trademark and other laws.SERVICE
These Terms of Service apply to all users of the Platform, including users who are also contributors of user submitted content, information, and other materials on the Platform. By registering with the Platform, or by using the Platform, or by clicking “I Accept” below, you signify that you have read, understand and agree to be bound by these Terms of Service (herein also referred to as “Agreement”). If you do not agree to be bound by these Terms of Service, please leave the Platform immediately and cease interaction with the Platform.This Agreement shall be effective as of date you click “I accept” below, and shall continue in full force and effect for so long as you continue to maintain an account with Society3 to use the Platform. Society3 reserves the right to immediately suspend your access to the Platform or terminate your account if Society3 determines that you have violated any term of this agreement, or for any other reason whatsoever.
We reserve the right to modify these terms or any additional terms that applies the platform, reflect changes in the law or changes to our Service. It is your responsibility to review the terms regularly. The Company will post notice of modifications to these terms on this page. Changes will not apply retroactively and changes addressing new functions for the Platform or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms, you should discontinue your visitation and/or use of the Platform. Your continued visitation and/or use of the Platform after any such changes constitutes your acceptance of the new Terms of Service.
Society3 hereby grants you a non-exclusive, non-transferrable license to use the Platform as set forth in this Terms of Service, provided that: (i) you agree not to sub-license reproduce, decompile, disassemble, modify, adapt, translate, create derivative works of, copy, distribute duplicate, copy, rent, lease, trade, repackage, broadcast, reverse engineer, resell or exploit for any commercial purposes, in whole or in any part, any of the Platform, content or infrastructure, and you further agree that your use of the Platform is permitted solely for your personal, noncommercial use, unless you have explicit permission to use for commercial purposes from Society3, Inc.; (ii) you will not copy or distribute any part of the Platform in any medium without the Company’s prior written authorization; (iii) you will not take and/or use any screenshots of the Platform for any purpose without prior written authorization; (iv) you will not alter or modify any part of the Platform other than as may be reasonably necessary to use the Platform for its intended purposes; (v) you will not violate or attempt to violate the security of the Platform or Services or use the Platform or Services to violate the security of other web sites by any method, including, without limitation, (a) accessing data not intended for Users or logging into a server or account which Users are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a the Platform system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any member or user of the Platform, including, without limitation, by submitting a virus to the Platform, overloading, “spamming,” attempting “denial of service” attacks, or “crashing,” (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any Society3 packet header or any part of the header information in any e-mail or newsgroup posting; (vi) you will only use the Platform from a server controlled by Society3; (vii) you will otherwise comply with the terms and conditions of these Terms of Service. You shall be liable to Society3 for any failure on your part to comply with the terms of this Agreement.
In order to access some features of the Platform, you will have to register and create a user account. Registration is free. You may never use another’s account without permission. When creating your account, you must provide true, accurate and complete information (herein “Registration Data”). You agree to not use the Platform to impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify the Company immediately of any breach of security or unauthorized use of your account. Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable to others as well as us if your account is used in violation of these Terms of Service.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Platform. Notwithstanding the foregoing, Society3, Inc. grants the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. The Company reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Platform, nor to use the communication systems provided by the Platform for any commercial solicitation purposes. You agree to not upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any form of solicitation. You agree to not solicit, for commercial purposes, any users of the Platform with respect to their submissions.
User Submissions
The Society3 Platform supports the submission by you and other users of content, which may include users’ company name, individual name, email address, physical addresses, videos, recordings, text, graphics, pictures, photos, or other communications (collectively, “User Submissions”), and also supports the hosting, sharing, and/or publishing of such User Submissions. You understand that, whether or not such User Submissions are published, the Company does not necessarily guarantee confidentiality with respect to any submissions.You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Society3, Inc. to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Platform and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name and likeness of each and every such identifiable individual person included in a User Submission in order to enable inclusion and use of the User Submissions in the manner contemplated by the Platform and these Terms of Service. For clarity, you retain your ownership rights in your User Submissions. However, by submitting the User Submissions to the Company, you hereby grant the Company a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Company’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Platforms (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Platform a non-exclusive license to access your User Submissions through the Platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Platform and pursuant to these Terms of Service.
In connection with User Submissions, you agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Society3, Inc. all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Society3, Inc. or any third-party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or harm minors in any way or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. Society3, Inc. does not endorse any User Submissions or any opinion, recommendation, or advice expressed therein, and Society3, Inc. expressly disclaims any and all liability in connection with User Submissions. Society3, Inc. does not permit copyright infringing activities and infringement of intellectual property rights on the Platform, and Society3, Inc. will remove all Content and User Submissions if properly notified that such Content or User Submission infringes another’s intellectual property rights. Society3, Inc. reserves the right to remove Content and User Submissions without prior notice. Society3, Inc. also reserves the right to terminate a User’s access to its Service, if they are determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Platform more than twice. Society3, Inc. also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Society3, Inc. may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
If you are a copyright owner or an agent thereof and believe that any User Submitted Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by following our Copyright Infringement Notification Process.
You understand that when using the Platform, you will be exposed to User Submissions from a variety of sources, and that Society3, Inc. is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Society3, Inc. with respect thereto, and agree to indemnify and hold Society3, Inc., its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Platform.
FUNDERSMART SPECIFIC TERMS
FundersMart (herein “FundersMart,” the “Fundersmart Platform,” or the “Fundersmart Service”) is an Capital Marketplace through which business owners connect with investors online to raise capital for their businesses.FundersMart is designed for, and restricted to use by, companies (herein “Issuers”) and investors (specifically, accredited investors in the US, sophisticated investors from the UK, and other investors who are permitted through their respective legal systems to buy securities from privately held companies; herein “Investors”; together with Issuers, “Users” or “You”). Society3 is neither an exchange nor a dealer broker. It does not purchase, negotiate, value or trade securities in behalf of any third party. However Society3 is facilitating the process of making connections with other investors. A simple list with offerings from investors is provided where any authorized investor can offer a position or express interest in buying a specific security. Negotiation and payments are made directly between the parties outside the FundersMart platform.
Orders are processed directly between the Users. Society3 does not gain any commission from such order. Issuer only pay a nominal subscription fee to use the Platform for conducting such business.
During initial issuance, the issuer determines the price and justifies this in the prospectus, or form D. An investor may request to buy shares from the issuer. The issuer can accept or reject the request. If the issuer accepts a request, the investor must electronically sign an investor agreement and make payment within 48 hours. In the event that the deadline to complete the transaction passes, the system automatically voids the transaction and there are no further obligations owed by the Users.
From time to time, Society3 may state that users can “Exit Anytime” in FundersMart. “Exit Anytime,” as used by Society3 in FundersMart, shall mean that users may sell the restricted stock they have purchased through the FundersMart platform. However, Society3 requires that such sales be made in strict adherence to the regulations on restricted stock sales, as set forth by the Securities and Exchange Commission and the State in which the sale occurs. By using the FundersMart platform, User acknowledges the existence of all applicable regulations that apply to the sale of restricted stock, and agrees to adhere to those regulations strictly. For example, SEC Rule 144 applies the following limitations, among others, to the sale of restricted stock to the public: if the Company is a “Reporting Company” with the Securities & Exchange Commission, holders of stock in that Company can sell their shares, or “Exit Anytime,” no earlier than six months from the date the stock was bought and fully paid for; if the Company is not a “Reporting Company” with the Securities & Exchange Commission, holders of stock in the Company can sell their shares, or “Exit Anytime,” no earlier than twelve (12) months from the date the stock was bought and fully paid for. This representation is not intended in any way to provide complete analysis of SEC Rule 144, but is intended to illustrate the existence of regulations that apply to the sale of restricted securities. For further information on SEC Rule 144, and other existing applicable regulations, Society3 encourages Users to consult www.sec.gov.
FUNDERSMART APPLICATION ELIGIBILITY
FundersMart is intended solely for users who are eighteen (18) years of age or older. Any registration by, use of, or access to the FundersMart Service by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms of Use. By using the FundersMart Service, you represent and warrant that you are 18 or older, and that you agree to abide by all of the terms and conditions of this Agreement.User acknowledges that he may not qualify to participate on the FundersMart Service. User eligibility varies by jurisdiction.
Offerings in the US are available to both “Accredited Investors” as well as unaccredited investors, though participation is substantially limited for unaccredited investors. Proof of accreditation must be presented during the registration process. Accredited Investors are natural persons who have a net worth of over $1 million (exclusive of residence) or an annual income above $200,000.00 individually ($300,000.00, if married). Unaccredited investors can only participate in purchases up to an amount equal to the greater of either 10% of their annual income or 10% of their net worth.
Investor Registrants must provide a complete profile of personally identifying information, as well as submit a self-assessment of financial sophistication. Following registration and positive verification by Society3, Society3 grants Investor access to certain content provided by issuers. Investors have the opportunity to be not listed within the platform.
Issuer Registrants must also provide all information required to qualify for listing on the Platform. Following registration and positive verification by Society3, Society3 grants the Issuer the right to publish its private placement on the Society3 platform. Society3 informs all registered investors and displays the contents of the private placement on the platform in accordance with applicable law. The scope and duration of the publication shall be limited by all laws, regulations and court orders applicable. Active promotion of the Private Placement within the Society3 FundersMart platform is possible as the platform is able to restrict solicitations to authorized investors only.
Issuer has access to FundersMart to enter company data, Prospectus, number of shares, prices and other necessary listing information. The Issuer agrees and confirms to provide all necessary information required under applicable law. To unlock an issuer the legal representative of the company must be registered with their personal data and will be approved by a qualified Society3 representative. Issuers confirm that they are authorized to offer the respective number of shares.
Issuer agrees to engage only with Investors who are enabled for the respective geography they are targeting. The marketplace allows issuer to select those geographies but also requires the corresponding information in order to be enabled. Targeting US Investors require the completion and filing of FORM D, which is mandatory to be enabled for the US market on FundersMart. All data obtained during listing is owned by the Issuer. Companies issuing stock through FundersMart will elect a 506 exemption (either 506b or 506c) from Regulation D, which requires that all sales of securities be registered with the Securities & Exchange Commission. Nevertheless, each Company must file a FORM D filing with the Securities & Exchange Commission, at which time they will elect a 506 exemption. Though the Company will be exempted under 506 from registration of the stock offering and sale with the SEC, the Company will nevertheless be subject to various obligations and limitations on its sales and offering rights under each 506 exemption. Society3 requires that the Company adhere strictly to the applicable obligations and limitations in the 506 exemption that applies to it.
POTENTIAL FOR LOSS
In connection with the purchase of equity through the FundersMart Platform, Investors represent to Society3 as follows:- I can protect my own interests. I can properly evaluate the merits and risks of an investment in the shares and can protect my own interests in this regard, whether by reason of my own business and financial expertise, the business and financial expertise of certain professional advisers unaffiliated with the Issuer or Society3 with whom I have consulted, or my preexisting business or personal relationship with the Issuer or any of its officers, directors or controlling persons.
- I recognize my economic risk. I realize that the purchase of shares involves a high degree of risk, and that the Issuer’s future prospects are uncertain. I am able to hold the shares indefinitely if required, and am able to bear the loss of my entire investment in the shares.
- I am informed about the Issuer. I am sufficiently aware of the Issuer’s business affairs and financial condition to reach an informed and knowledgeable decision to acquire the shares. I have had an opportunity to discuss the plans, operations and financial condition of the Issuer with its officers, directors or controlling persons, and have received all information I deem appropriate for assessing the risk of an investment in the shares.
- I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertain, and may depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than a specified period after my purchase and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company (A) the sale being made in an unsolicited “broker’s transaction”, transactions directly with a market maker or riskless principal transactions, as those terms are defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three-month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.
- I know that Rule 144 may never be available. I understand that the requirements of Rule 144 may never be met, and that the shares may never be saleable under the rule. I further understand that at the time I wish to sell the shares, there may be no public market for the Company’s stock upon which to make such a sale, or the current public information requirements of Rule 144 may not be satisfied, either of which may preclude me from selling the shares under Rule 144 even if the relevant holding period had been satisfied.
- I know that I am subject to further restrictions on resale. I understand that in the event Rule 144 is not available to me, any future proposed sale of any of the shares by me will not be possible without prior registration under the Securities Act, compliance with some other registration exemption (which may or may not be available), or each of the following: (i) my written notice to the Company containing detailed information regarding the proposed sale, (ii) my providing an opinion of my counsel to the effect that such sale will not require registration, and (iii) the Company notifying me in writing that its counsel concurs in such opinion. I understand that neither the Company nor its counsel is obligated to provide me with any such opinion. I understand that although Rule 144 is not exclusive, the Staff of the SEC has stated that persons proposing to sell private placement securities other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.
- I know that I may have tax liability due to the uncertain value of the shares. I understand that the board of directors believes its valuation of the shares represents a fair appraisal of their worth, but that it remains possible that, with the benefit of hindsight, the Internal Revenue Service may successfully assert that the value of the shares on the date of my purchase is substantially greater than the board of directors’ appraisal. I understand that any additional value ascribed to the shares by such an IRS determination will constitute ordinary income to me as of the purchase date, and that any additional taxes and interest due as a result will be my sole responsibility payable only by me, and that the Company need not and will not reimburse me for that tax liability.
- No “bad actor” disqualification events. Neither I nor any person that would be deemed a beneficial owner of the shares (in accordance with Rule 506(d) of the Securities Act) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the purchase or acquisition of the shares, in writing in reasonable detail to the Company.
COMPLIANCE WITH APPLICABLE LAW
Use of the Platform in violation of applicable law is expressly prohibited. You are solely responsible for verifying that your use of the Platform and consummation of transactions contemplated on the Platform are permitted in your jurisdiction and comply with all applicable laws, regulations, orders and court decisions. If you have any questions regarding legality in your jurisdiction, please consult legal counsel. When you access, register for or use the Platform, you do so at your own risk and you are solely responsible for complying with all applicable rules and regulations in connection with activities relating to the Platform.Intellectual Property Rights
The content in the Platform, except all user submissions (as defined below), including without limitation, the text, software, scripts, graphics, pictures, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Society3, Inc., subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content in the Platform is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. The Company reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of user submissions of third-parties obtained through the Platform for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Platform or features that prevent or restrict use of copying of any Content or enforce limitations on use of the Platform or the Content therein.NO ADVICE
Society3 is not a registered broker, dealer, investment adviser, investment manager. As an independent marketplace for fast growing businesses and investors, Society3 DOES NOT offer any legal, tax or investment advice whatsoever, either in general or on the Platform. Society3 does not offer recommendations or business advice. Society3 highly encourages you to consult with appropriate professional advisors before conducting business on the Platform.Privacy Policy & CONFIDENTIALITY
Society3, Inc. reserves the right to use certain Registration Data and other information about you in your account for publicity, marketing, and/or other purposes. Please see the Company’s Privacy Policy for the Platform, which is incorporated here by this reference, for the Company’s specific policies regarding the gathering and use of user information. You understand that, through your use of the Platform, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by the Company.LINKS
The Platform may contain links to third party websites that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, the Company will not and cannot censor or edit the content of any third party site. You expressly relieve Society3, Inc. from any and all liability arising from your use of any third party website. Accordingly, we encourage you to be aware when you leave the Platform to read the terms and conditions and privacy policy of each website you visit.Warranties, Disclaimers & LIMITS OF LIABILITY
IN NO EVENT SHALL SOCIETY3, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA OR ECONOMIC DAMAGE, RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SOCIETY3, INC. SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTIONS OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, (V), ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOCIETY3, INC. SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.Society3 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO THE SUITABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE Society3 PLATFORM, CONTENT, THE SOFTWARE OR THE SERVICES. Society3 DOES NOT WARRANT THAT THE Society3 PLATFORM, CONTENT, THE SOFTWARE OR THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING WITHOUT LIMITATIONS STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE Society3 PLATFORM, CONTENT, THE SOFTWARE OR THE SERVICES, WHETHER MADE BY Society3’S EMPLOYEES OR OTHERWISE THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY Society3 FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF Society3 WHATSOEVER.
Notwithstanding any provision contained herein to the contrary, the maximum liability of Society3 arising out of or in connection with this Agreement or any use of or inability to use the Platform, whether such liability arises from any claim based upon contract, warranty, tort, or otherwise, shall in no event exceed the actual amount paid to Society3 by the User hereunder during the three (3) months preceding the claim or $100, whichever is greater.
The User may not institute any action in any form arising out of this Agreement more than twelve (12) months after the cause of action has arisen.
YOU SPECIFICALLY ACKNOWLEDGE THAT Society3 SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
You agree to defend, indemnify and hold harmless Society3, Inc., its parent corporation, officers, directors, employees and agents, from and against any and all claims, actions, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, legal and accounting fees) arising from: (i) your use of and access to the Society3, Inc. Platform and/or Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Society3, Inc. Platform and Service.
DISPUTE RESOLUTION
ARBITRATION. The Parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under this contract, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association, under the Arbitration Rules then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Any controversy shall be arbitrated in San Francisco, California. Information may be obtained and claims may be filed at any office of the American Arbitration Association or at Corporate Headquarters, 335 Madison Avenue, Floor 10, New York, New York 10017-4605. Telephone: 212-716-5800, Fax: 212-716-5905, Website: www.adr.org. This agreement shall be interpreted under the Federal Arbitration Act.WAIVER. Any waiver by Society3 of a breach or violation of any provision of this agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof.
MISCELLANEOUS
Society3 and the User are independent parties and nothing in this Agreement shall create or imply any agency relationship between the parties, nor shall the Agreement be deemed to constitute a joint venture or partnership between the parties. Neither party shall have authority to bind or otherwise obligate the other in any manner whatsoever.User may not assign or delegate any of their rights or obligations under this Agreement without the written consent of Society3. Society3 may assign or delegate any of its rights or obligations under this Agreement without the written consent of User. Society3 may subcontract any or all of its obligations under this Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and their permitted assigns.
Any notices required or permitted to be given under this Agreement shall be deemed sufficiently given it in writing, and if delivered by hand, by courier, by confirmed facsimile or sent by registered or certified mail, postage and fees prepaid. Notices to User shall be sent to the Administrative Contact set forth in the order and notices to Society3 shall be sent to the address set forth above, to the attention of President, or at such other addresses as may be furnished in writing to the notifying party.
The waiver by one party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision by the other party.
In the event that any of the provisions of this Agreement or the application of any such provisions to the
User or Society3 hereto with respect to their obligations hereunder are held by a court of competent
jurisdiction to be unlawful or unenforceable, the remaining provisions of this Agreement shall remain in
full force and effect, and shall not be affected, impaired, or invalidated in any manner.
The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. Jurisdiction of all claims relating to this Agreement shall lie exclusively with the state or federal courts in Delaware and both parties hereby consent to the exclusive personal jurisdiction of such courts if there is a dispute regarding this Agreement.
Society3 shall not be liable for its failure to perform hereunder due to contingencies beyond its reasonable control, including, but not limited to, strikes, riots, wars, fire, power failure, hardware failure, acts of God, or acts in compliance with any law or government regulation.
This Agreement is available at Society3.com and contains the entire and only understanding between the User and Society3 regarding the Platform, and supersedes all prior or contemporaneous discussions, understandings and agreements, whether written or oral, between the parties. Modifications or waivers of this Agreement require a replacing agreement.
The Society3 Terms of Services have been updated January 4, 2016.