Investor Agreement

FundMe.com, Inc. and Crowd Engine, Inc. operate the website, fundme.com (the "Site"), which facilitates securities offerings (the "Offerings") by early stage, start-up companies ("Businesses"). The Offerings are made pursuant to:

·              Regulation D of the Securities Act of 1933 ("Reg D Offerings"), which are facilitated through the portion of the Site operated by CrowdEngine, Inc.; and/or

·              Regulation Crowdfunding of the Securities Act of 1933 ("Reg CF Offerings"), which are facilitated through the portion of the Site operated by FundMe.com, Inc. ("FundMe Portal").

Your ability to participate in a particular Offering may depend on your income or net worth and/or your recent participation in certain other Offerings, as described further below. By using this Site, you are agreeing to the terms and conditions of this FundMe Investor Agreement, which includes, by reference, the FundMe Terms of Service (the "Terms of Service") and the other agreements listed in Section 1 below (collectively, this "Agreement"), and you are agreeing to the following terms, among others, with respect to your use of the Site as a registered member of the Site (a "Member").

TERMS OF THIS AGREEMENT

Table of Contents

1.    General; Documents Incorporated by Reference into this Agreement

2.    Agreements with respect to the Site and all Offerings

3.    Agreements with respect to Reg D Offerings

4.    Agreements with respect to Reg CF Offerings

 

1. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT

This Agreement between you and FundMe.com, Inc. 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"). If you participate in a Reg D Offering, this Agreement is also between you and Crowd Engine, Inc. If you participate in a Reg CF Offering, this Agreement is also between you and FundMe.com, Inc. For ease of reference, when FundMe.com, Inc., and Crowd Engine, Inc. are referred to together in this Agreement, they are referred to as "FundMe," "we," or "us."

This Agreement incorporates by reference the Terms of Use. You represent that you have read the Terms of Service and agree that the Terms of Service govern your use of the Site and the Services (as those terms are defined in the Terms of Service). Capitalized terms used in this Agreement that are not otherwise defined herein have the meaning given to them in the Terms of Service.

This Agreement should be read carefully before using any Services or continuing to access the Site. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree and consent to, and you agree to be bound by, the Terms of Service, this Agreement, the Privacy Policy, and all other operating agreements, rules, policies and procedures that may be published by FundMe from time to time on the Site, each of which is incorporated by reference and each of which may be updated by FundMe from time to time without notice to you.

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:

·              The Site’s Terms of Use;

·              The information on the Site about the particular Business (such information, the "Business Information");

·              The FundMe Disclosure Statement, which sets forth general information about investments made through the FundMe Site;

·              The Subscription Agreement ("Subscription Agreement") or Investment Contract, as applicable, submitted by you with respect to a particular Offering (if applicable);

·              The terms of each Offering (the "Offering Terms") in which you invest, as provided to you and set forth in the applicable documents;

·              For a Reg D Offering, this will include: (i) the Business’s Offering Memorandum and the ;(ii) Business’s Subscription Agreement or other documents;

·              For a Reg CF Offering, this will include: (i) the Business’s Form C; and (ii) the Business’s FundMe Portal profile; and

·              Any other information provided to you with respect to an Offering or the Site via the Site.

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 FundMe, and you are responsible for understanding the content of those agreements.

2. AGREEMENTS WITH RESPECT TO THE SITE AND ALL OFFERINGS

2.1 GENERAL ACKNOWLEDGMENTS

·              You understand and acknowledge that FundMe is not responsible for any content on the Site provided by any third parties, including Businesses, and any service providers or other third parties, or any content provided to you in connection with your use of the Site even if that information is distributed to you on behalf of a third party by FundMe, and is not liable for any type of loss or damage associated with your use of the Site.

·              You acknowledge that nothing on the Site constitutes a recommendation to buy securities or any other type of investment advice to you by FundMe, and any investment risk is solely your own. You are not a client of FundMe Inc., CrowdEngine, FundMe Portal or any of their affiliates.

·              You acknowledge that FundMe, CrowdEngine and FundMe Portal do not independently verify information regarding Businesses (although FundMe Portal does conduct some diligence on information provided by Businesses as required by Regulation Crowdfunding) or endorse any Business for direct or indirect investment, and that information on the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You agree to abide by this and other agreements between you and FundMe and service providers that govern or relate to your use of the Site or the services available on the Site.

·              You understand that the Site offers different types of Offerings for investment, each of which operate under different regulatory regimes and requirements, and that each type of Offerings may have its own unique risks and levels of regulatory involvement.

·              You acknowledge that you have been provided access to additional sources of information regarding your investment in the Business, including the information that is incorporated into this Agreement by reference, such as the Business Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement.

 

2.2 CONFLICTS OF INTEREST ASSOCIATED WITH ALL OFFERINGS

2.2.1 General

The Site includes Offerings facilitated by FundMe.com, Inc., Crowd Engine, Inc. and Third-Party Funding Portals. Each of these parties has divergent interests and duties or responsibilities with respect to Members that invest in the Offerings they sponsor. FundMe.com, Inc., and Crowd Engine, Inc. share members, managers, officers and/or employees that may perform services for various Offerings simultaneously. Each of these persons may take actions in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to you or a Business in which you invest.

2.2.2 Members in Different Offerings May Invest in the Same Business

A Business may engage in a Fundraising (as defined below) on the Site with respect to Reg D Offerings and Reg CF Offerings at the same time, or over time. A conflict of interest may arise when CrowdEngine determines to sponsor a Reg D Offering with respect to a Business that has engaged in, is currently engaged in, or will in the future engage in, a Reg CF Offering on the Site.  

2.2.3 Different Fee Structures Associated with Different Offerings

FundMe.com, Inc., and Crowd Engine, Inc. will devote the time reasonably required to facilitate their respective Offerings. However, because FundMe.com, Inc., and Crowd Engine, Inc.  each charge different fees with respect to their respective Offerings, and they each share officers and employees, this may create an incentive for their shared employees to favor and spend more time and effort with respect to Offerings that may result in higher fees.

2.3 RISKS GENERALLY ASSOCIATED WITH ALL OFFERINGS

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:

2.3.1 Significant Risk of Loss; Not a Complete Investment Program

An investment in a Business 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 Business is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

2.3.2 Businesses Are Early Stage Venture Companies with High Risk of Failure

Businesses 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.

2.3.3 Lack of Operational Record

Each Business will have limited or no operational record.

2.3.4 Limitation on Liability; Indemnification

This Agreement, including the Terms of Service and the Subscription Agreement, limit the liability of FundMe, and provide for indemnification in certain circumstances.

2.4 PRIVACY

FundMe maintains a Privacy Policy, which is available on the Site here and incorporated into this Agreement.

2.5 USE OF NAME

You consent to the disclosure by FundMe 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 FundMe, you specifically consent to disclosure by FundMe to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by FundMe to any Business or Member, or combination of Businesses or Members, that you have invested in one or more Businesses through the Site, and the number of such investments. You may withdraw this consent at any time by contacting FundMe.

 

2.6 ELECTRONIC COMMUNICATIONS

FundMe 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.

 

3. AGREEMENTS WITH RESPECT TO REG D OFFERINGS

 

3.1 GENERAL ACKNOWLEDGMENTS

 

3.2 INVESTOR REPRESENTATIONS

You represent and warrant that the answers you provided to the questions in the investor Certification ("Investor Certification ") page are correct and complete and may be relied upon by CrowdEngine and its affiliates 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. You agree 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, then prior to investing through the Site you will complete a new Investor Certification to determine if you are still eligible to invest on the Site. You acknowledge that Businesses in which you invest may rely, and that FundMe, Businesses, and their principals, affiliates, and other parties may rely, on the information you have provided in your Investor Certification to determine if you are eligible to invest. You represent that you have read and understand the risks contained in the Business Information.

3.3 CHOOSING AND MAKING INVESTMENTS

3.3.1 Services of CrowdEngine with Respect to Reg D Offerings

Reg D Offerings are provided by CrowdEngine. FundMe Portal is not involved in any way in the portions of the Site through which Reg D Offerings are made. Members of the Site may invest in Reg D Offerings, but Members are not clients of any FundMe entity. Although FundMe.com, Inc. and its affiliates evaluate potential Businesses and determine which Businesses will be available as potential investments   on the Site, you acknowledge and agree that this evaluation does not constitute an endorsement of any particular Business or a recommendation that Members invest in any particular Business and does not establish an advisory relationship between you and CrowdEngine.

CrowdEngine performs a limited review of the information provided by each Business to determine whether it is appropriate for inclusion on the Site; the information reviewed includes information regarding a Business’s Founders, business plan, and its current and anticipated resources. This review is not intended to verify any information provided by the Businesses regarding their operations, assess the likelihood that a Business will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors.  

You acknowledge that as a Member of the Site, you are not a client of or in an investment advisory relationship with CrowdEngine.

You also acknowledge that none of CrowdEngine or its 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 CrowdEngine or its affiliates to buy or sell any securities or other financial instruments. CrowdEngine does not provide 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.

3.3.2 Investments in Reg D Offerings

CrowdEngine provides Businesses an opportunity to raise funds by allowing Members to invest in Businesses seeking capital from accredited investors. Members invest in a Business (each such opportunity, a "Fundraising"). If you decide to invest in a Business, the terms of your investment in the Business will be governed by the Subscription Agreement between you and the Business, pursuant to which you will make certain representations to the Business and CrowdEngine. CrowdEngine may reject your investment in a Business for any reason or for no reason in its discretion. The Terms of Use, this Investor Agreement, and the Subscription Agreement will govern your investment in a Business.

Once you complete and submit a Subscription Agreement, you will be asked to transfer funds from your bank account into a bank account maintained at a third party service provider ("Third Party Service Provider"). You agree to comply with the terms of the Subscription Agreement and to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your Subscription Agreement, your investment in the Business may not be processed. If your investment is rejected, your funds will be returned to you without interest.

Your investment in a Business will be processed only if a predetermined minimum amount of funds are raised from Members on the Site, either in the aggregate or for investment in the Business, during the Fundraising (the "Funding Target"). The Funding Target is established by agreement between FundMe Portal., CrowdEngine, and the Business raising funds on the Site. No funds designated for investment in a Business will be invested in the Business until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest within 7 days of the termination of the Fundraising. CrowdEngine may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Business to determine whether, and for how long, the Fundraising will remain open. CrowdEngine may also enter into an agreement with a Business to close a Fundraising once a certain amount of funds have been raised in the Fundraising, in the aggregate, including direct investments (the "Maximum Amount"), or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by CrowdEngine in its sole discretion. You will receive notice from CrowdEngine when a Business for which you have submitted a Subscription Agreement has closed, and whether your subscription in the Business will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your Subscription Agreement. Upon closing, each investor who becomes an investor in a Business will be deemed to have again entered into the Subscription Agreement, including (without limitation) to have agreed to each representation therein.

You may revoke your subscription into the Business during the Fundraising by providing notice to CrowdEngine as provided on the Site. You may also revoke your subscription into the Business for an additional 48 hours after receiving notice that a Fundraising has closed. 48 hours after you have received notice that a Fundraising has closed, or at any time thereafter, at CrowdEngine’ discretion, your investment in a Business will be processed. None of CrowdEngine or any affiliate of FundMe will take physical custody of your funds.

You acknowledge that none of CrowdEngine, any Business, any of their affiliates, or any third party has represented to you that securities of any Business 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 7 days of the termination of the Fundraising.

 

3.3.3 Limitation on Subscriptions

CrowdEngine may, in its sole discretion: (a) refuse to permit any person to invest in a Offering, or may limit the amount a person may invest in any Offering.  You acknowledge that no Offering for which you submit a Subscription Agreement has any obligation to accept your investment, and that any fraction of the investment amount stated on your Subscription Agreement may be accepted, or your subscription may be rejected entirely, for any reason. You acknowledge and agree that, in the event that only a portion of the investment amount stated in your Subscription Agreement is accepted, such Subscription Agreement will be treated for all purposes as a Subscription Agreement to invest the amount ultimately accepted. 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 Business.

3.3.4 Direct Investments in Businesses

Your direct investment in any Business will not be managed or supervised by FundMe  or any of its affiliates in any respect. Any transaction in the securities of a Business will be negotiated and effected directly between you and the Business. None of FundMe, its affiliates, or any third party service provider will collect or hold funds for investment in the Business in a direct investment, and the sole involvement of FundMe or its affiliates with respect to such offerings will be (1) hosting of the Business Information on the Site; (2) disclosure to the Business of a Member’s indication of interest to invest directly in the Business, and (3) the provision of information regarding the Member to the Business. 

 

 

 

 

 

3.6 RISKS ASSOCIATED WITH REG D OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Business. You should also carefully consider the following risks prior to investing in a Business:

3.6.1 General

An investment in a Business 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 Business is not intended as a complete investment program. There can be no assurance that the investment objective of any Business will be met.  Businesses are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. After a Liquidity Event (if any), 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.

3.6.2 No Guarantee of Investment Returns

Neither FundMe, CrowdEngine or any of its affiliates guarantee the future performance or financial results of any Business, and an investment in a Business may result in a gain or loss upon termination or liquidation of your investment.

3.6.6     Restrictions on Transfer

Securities sold in Reg D Offerings are "restricted securities" under the Securities Act, and are NOT freely tradeable, subject to certain restrictions:

With respect to a Business‘s initial Reg D Offering (whether or not it was presented on the Site), and any additional Reg D Offerings of such Business during the first 12 months thereafter, the aggregate sales by holders of Business Securities (including affiliates of the Business) in respect of any Reg A+ Offering of such Business may not exceed 30 percent of the aggregate offering price of the particular Reg A+ Offering. 

3.6.7 No Control Over Management 

You will not have any right to manage, influence or control the management or operations of Businesses. In particular, you will not have, or will have only limited, voting rights associated with your Business Securities, but in any event will not have voting powers to direct the management decisions of the Business. You must refer to the discussion of voting in the applicable Offering Circular. The success of any Business investment depends on the ability and success of the management of the Business, in addition to economic and market factors.

 

3.6.8 No Control Over Business Future Valuation

Valuations may fluctuate considerably, and the price paid for Business securities by you may bear limited or no relationship to future valuations of the Business’s securities in any market that may develop for such securities, whether private or public.

 

3.6.11 Limited Information About Businesses

Due to the nature of Businesses, there may be limited information—financial, operating or otherwise—regarding each Business. You should read and understand the risk factors contained in the Business Information, including the Offering Circular, before investing in Business Securities. Each Business is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Business Securities. You should read and understand the risk factors contained in the Business Information before investing in a Business. Each Business is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in a Business. Neither CrowdEngine nor any of its affiliates has any ability to assure, and has not in any way assured, that any or all such risk factors, conflicts of interest and other disclosures have been presented fully and fairly, or that all applicable risk factors or conflicts of interests have been presented at all.

3.6.12 No Assurance of Profit Distributions

An investment in Business Securities may not generate profits for you. You must bear the economic risk of an investment for an indefinite period of time if you are not able to sell your Securities.

5.4.9 Lack of Involvement in Reg D Offerings

In Reg D Offerings, Members will invest directly in the securities of Businesses. The Business will not be managed by FundMe or any of its affiliates in any respect. The terms of any investment in a Business effected through a Reg D Offering will be set by the Business, and to the extent any negotiation occurs, it will be solely between a Member and the Business. Once an investment in a Business through a Reg D Offering is closed, FundMe’s involvement will terminate, and the relationship will exist solely between the Members and the Business.

5.4.10 Lack of Regulatory Oversight of D Offerings and Offering Materials

Businesses are not required to file their Offering Circulars with the SEC before closing on their Reg D Offering. Reg D is not as comprehensive as the regulatory requirements 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.

5.4.11 Review of Reg D Offering Documents by FundMe and Qualification by the SEC No Indicator of Likely Success of Business or Guarantee of Investment Returns

FundMe will perform a limited review of each Business, including the information proposed to be provided to potential investors, to determine whether to permit a Business to engage in Reg D Offerings on the Site. However, neither the SEC nor FundMe will be reviewing any Business’s Offering Circular or other offering materials with the view to determine the likelihood of success of the Business’s business strategy or the likelihood that it will generate investment returns. Further, the review and approval of a Business’s Offering Circular by the SEC under Regulation A does not indicate the SEC’s endorsement of such Business or its view with regard to the likely financial performance of the Business or the advisability of investing in such Business and is not a guarantee of investment returns.

5.4.12 An Investment in a Business Does Not Offer a Complete Investment Program

An investment in a Business is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.

5.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Business does not distribute any income (or does not distribute sufficient income to pay the taxes).

5.4.13 Other Specific Risks Associated with Investing in a Particular Business May Not Be Disclosed by the Business.

Because investors in Reg D Offerings invest directly in a Business, the terms of the investment and other specific information about the Business will be disclosed to you only by the Business in the Business Information, including in the Offering Circular. The Business will disclose in the Offering Circular and other documents included in the Business Information the particular risks associated with an investment in the Business, but FundMe does not review the Offering Circular or the Business Information to ensure that any or all risks associated with the Business’s particular management or terms of the offering are disclosed. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP SECURITIES.

 

5.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG A+ OFFERINGS

5.5.1 General

Generally, CrowdEngine will present on the Site the Reg D Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with FundMe Portal. Each of CrowdEngine and FundMe Portal are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of FundMe and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Business.

 

4 AGREEMENTS WITH RESPECT TO REG CROWDFUNDING OFFERINGS

4.1 GENERAL ACKNOWLEDGMENTS

 

You understand and acknowledge that, while FundMe Portal will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, and/or your prior participation in Reg CF Offerings in the prior 12 months when determining whether to permit you to participate in a particular Reg CF Offering.

You acknowledge that you are limited in the amount you may invest in offerings under Regulation Crowdfunding over any 12 month period and that, even though FundMe Portal will ask you about these investment amounts and store data regarding such amounts on the Site, you alone are responsible for complying with all investment limitations applicable to all such Offerings, both through the Site and not through the Site;

You understand that any investment you make in a Reg CF Offering on the Site will be in a security of the particular Business ("Business Securities"), and that neither FundMe Portal nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Business.

You represent that you have or will review the educational materials provided to you on the FundMe Portal portion of the Site prior to making each investment in a Reg CF Offering.

4.2 INVESTOR REPRESENTATIONS

You represent and warrant to FundMe Portal (or any Third-Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by FundMe 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 Business. 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 Businesses through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Businesses listed on the Site. You acknowledge that Businesses in which you invest may rely, and that FundMe Portal, any Third Party Funding Portal (if applicable), Businesses, and their principals, affiliates, and other parties may rely, on the information you have provided to FundMe Portal or any Third Party Funding Portal in your Investor Certification to determine if you are eligible to invest in Businesses. You represent that you have read and understand the risks contained in the Business Information.

4.3 MAKING INVESTMENTS

4.3.1 Services of FundMe Portal with Respect to Reg CF Offerings

FundMe Portal operates the portions of the Site that present Reg CF Offerings by Businesses. Members are not clients of FundMe Portal or any Third-Party Funding Portal. Although FundMe Portal evaluates potential Businesses and determines which Businesses will be able to engage in Reg CF 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 Business or a recommendation that Members invest in any particular Business and does not establish an advisory relationship between you and FundMe Portal.

For all Businesses listed on the FundMe Portal Site, FundMe Portal performs a limited review of the information provided by each Business to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether FundMe Portal has a reasonable basis for believing that the Business complies with Regulation Crowdfunding). The information reviewed includes all information in the Business’s profile and in its Form C. This review is not intended to verify any information provided by the Businesses regarding their operations, assess the likelihood that a Business will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither FundMe Portal nor its affiliates perform any separate due diligence on the Businesses. Some of the Businesses listed on the FundMe 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 FundMe Portal.

You also acknowledge that none of FundMe Portal, any Third-Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides 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 FundMe Portal, any Third-Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither FundMe 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.

4.3.2 Investments in Reg CF Offerings through Business Securities

In Reg CF Offerings, FundMe Portal provides Businesses an opportunity to raise funds by allowing Members to invest directly in Businesses seeking capital from both accredited and non-accredited investors. Businesses seeking to raise money through Regulation Crowdfunding are limited to raising a maximum of $1 million through Reg CF Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 4.3.8 – "Investor Eligibility Requirements."

Members participating in Reg CF Offerings will invest in Business Securities, which will be debt or equity securities issued by the Business. The terms of the Business Securities purchased in Reg CF Offerings will vary depending on the type of security offered by a Business. Investors should carefully consider the terms of the Business 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 Business will be set forth in the Business Information and will be governed by the investment contract between you and the Business. The Business 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 Business and other Businesses raising funds through FundMe 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 Business may not be processed. To the extent the number of investors in a Business is capped by the Business, 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 Business Securities may only be processed if a predetermined Funding Target is reached in a particular Reg CF Offering by the deadline set forth in the Business Information ("Target Deadline") provided on the Site. Funds designated for investment in a Business will not be invested in the Business 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 7 days of the termination of the Fundraising. If the Funding Target is reached prior to the Target Deadline and the Business desires to move the Target Deadline up, FundMe Portal or a Third Party Funding Portal (if applicable) will provide you with at least five business days’ notice of such change. Otherwise, FundMe 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 Business may also decide to accept investments that exceed the Funding Target. In this case, the Business will provide investors with information regarding the Maximum Amount that will be accepted and the manner of allocating excess subscriptions. You will receive notice from FundMe Portal or a Third Party Funding Portal (if applicable) when a Business for which you have submitted an investment contract has closed, and whether your investment in the Business will be processed.

You may revoke your investment in a Business during the Fundraising by providing notice to FundMe Portal or a 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 Business can be processed. None of FundMe Portal, any Third Party Funding Portal or any of their affiliates will take physical custody of your funds.

You acknowledge that, in Reg CF Offerings, if the Funding Target is not reached, your funds will be returned to you without interest, within 7 days of the termination of the Fundraising.

4.3.3 Limitation on Subscriptions

You acknowledge that no Business 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 Business.

4.3.4 Aggregate Subscriptions

With respect to any Regulation 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 4.3.8.

4.3.5 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of FundMe Portal, any Third Party Funding Portal and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that FundMe Portal, any Third Party Funding Portal, and any of their affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Business or other third party or developed in reliance on information provided by a Business. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by FundMe Portal, a Third Party Funding Portal or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Businesses presented on the Site is provided by the Businesses and not by FundMe Portal, any Third Party Funding Portal or any of their affiliates. You acknowledge that none of FundMe Portal, any Third Party Funding Portal, their affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Business or otherwise undertakes any due diligence with respect to a Business and shall not be liable with respect to the past, present, or future performance or non-performance by a Business of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

4.3.6 Fees Charged in Respect of Reg CF Offerings

FundMe Portal will charge a fee to each Member who invests in a Reg CF Offerings, which will be a percentage of the amount the Member invested at the time each Reg CF Offering closes.

4.3.7 Subscribing for Business Securities

The Business Securities offered to Members in Reg CF Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Businesses will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $100 at a minimum.

4.3.8 Investor Eligibility Requirements

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 $100,000, you may only invest a maximum amount equal to the greater of $2,000 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 $100,000, 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 $100,000 through all Regulation Crowdfunding offerings.

Further, you understand and agree that FundMe 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 CF Offering.

4.4 RISKS ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Business. You should also carefully consider the following risks prior to investing in a Business:

4.4.1 General

An investment in a Business 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 Business is not intended as a complete investment program. Businesses are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. After a Liquidity Event (if any), 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.

4.4.2 No Guarantee of Investment Returns

None of FundMe Portal, any Third Party Funding Portal, or any of their affiliates guarantees the future performance or financial results of any Business, and an investment in a Business may result in a gain or loss upon termination or liquidation of your investment.

4.4.3 Restrictions on Resale or Transfer

The Business 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. Business Securities purchased through the Site in Reg CF 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 Business 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 Business 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 Business Securities, there is a limited market for the sale of a Business Securities, and there is no guarantee that a market will develop in the future for the Business Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Business.

4.4.4 No Control Over Management of the Businesses

You will not have any right to manage, influence or control the management or operations of Businesses. In particular, you will not have, or will have only limited, voting rights associated with your Business Securities, but in any event will not have voting powers to direct the management decisions of the Business. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Business investment depends on the ability and success of the management of the Business, in addition to economic and market factors.

4.4.5 No Control Over Business Future Valuation

Valuations may fluctuate considerably and the price paid for Business Securities by you may bear limited or no relationship to future valuations of the Business’s securities in any market that may develop for such securities, whether private or public.

4.4.6 Limited Information About Businesses

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Business. You should read and understand the risk factors contained in the Business Information, including the Form C, before investing in Business Securities. Each Business is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Business Securities.

4.4.7 No Assurance of Profit

An investment in Business Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Business’s securities and thus, the ultimate value of any investment depends upon factors beyond your or FundMe Portal’s control. You will typically not receive returns, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

4.4.8 Direct Investment in Businesses in Reg CF Offerings

In Reg CF Offerings, Members will invest directly in the securities of Businesses. The Business will not be managed by FundMe Portal or any of its affiliates in any respect. The terms of any investment in a Business effected through a Reg CF Offering will be set by the Business, and to the extent any negotiation occurs, it will be solely between a Member and the Business.

4.4.9 Lack of Regulatory Oversight of Reg CF Offerings and Offering Materials

FundMe Portal and the Third Party Funding Portals are registered as funding portals with the SEC and are members of the Financial Industry Regulatory Authority ("FINRA"). As such, FundMe 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, Businesses 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.

4.4.10 Review of Reg CF Offering Documents by SEC and FundMe Portal and/or a Third Party Funding Portal No Indicator of Likely Success of Business or Guarantee of Investment Returns

Under Regulation Crowdfunding, a Business must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, FundMe Portal will perform a limited review of Businesses, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit a Business to engage in Reg CF Offerings on the Site. However, none of the SEC, FundMe Portal or any Third Party Funding Portal (if applicable) will be reviewing any Business’s Form C or other offering materials with the view to determine the likelihood of success of the Business’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Business’s Form C by the SEC under Regulation Crowdfunding does not indicate the SEC’s endorsement of such Business or its view with regard to the likely financial performance of the Business or the advisability of investing in such Business, and is not a guarantee of investment returns.

4.4.11 An Investment in a Business Does Not Offer a Complete Investment Program

An investment in a Business is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

4.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Business does not distribute any income (or does not distribute sufficient income to pay the taxes).

4.4.13 Other Specific Risks Associated with Investing in a Particular Business May Not Be Disclosed by the Business.

Each Business will disclose in the Business Information the particular risks associated with an investment in the Business. 

YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP SECURITIES.

 

4.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

4.5.1 General

FundMe Portal will facilitate Reg CF Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Crowd Engine, Inc. FundMe Portal and CrowdEngine. are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of FundMe Portal and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Business.