Youfunding, Inc. d/b/a Youfunding.com (“Youfunding,” “us,” “our” or “we”) is a technology intermediary funding platform (“Platform”) that permits prospective investors to independently connect with issuers (“Issuer”) on the Site. By accessing the Site or using the Service in any manner, you become a Youfunding user (“User”). You acknowledge that Youfunding is not a registered broker-dealer, investment advisor or crowdfunding portal and does not engage in any conduct that would require such registration.
Acceptance of Terms
Change or Termination
Eligibility for Use of the Services
You agree that your Account will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Account. Although the Site may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Site. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the companies posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations or provide any due diligence.
Types of Accounts:
The securities offered on this Site may only be purchased by Accredited Investors, as defined under Rule 501 of Regulation D under the Securities Act of 1933. Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any of the securities offerings on the Site, you must register with the Platform and qualify as an “Accredited Investor.” [Prior to investing, you may be asked to fill out a questionnaire and provide necessary documentation as proof of your income and/or net worth. You acknowledge and agree that all information you provide for the registration is complete and accurate.] By registering with the Platform for purposes of subscribing to securities offerings, you represent and warrant that you come within at least one of the following categories:
a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
a bank, insurance company, registered investment company, business development company, or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
a charitable organization, corporation, or partnership with assets exceeding $5 million;
a business in which all the equity owners are accredited investors; or
a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
YOU MUST MEET ONE OF THE ABOVE CRITERIA. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide the Youfunding with such information in writing.
The Site permits Accredited Investors to independently connect with prospective issuers. Each issuer is solely responsible for the material it posts on this Site and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Site and its users are entitled to and will rely upon any representations made by each issuer. Youfunding does not represent whether any Issuer representation or any offering materials are complete, truthful and accurate; nor is Youfunding responsible for verifying or investigating the completeness, truthfulness and accuracy of such representation or offering materials. Each Issuer agrees to enter into a separate agreement (“Posting Agreement”) with the Site, which will govern the terms of its offering activities on the Site. Each Issuer is solely responsible for ensuring that its securities offering, including without limitation the use of the Site to offer and sell securities, the determination of whether an Investor is an Accredited Investor and whether any investment complies with applicable state and Federal securities laws, rules and regulations. Users of the Site acknowledge that Youfunding is not liable to and will not verify or investigate the accuracy and completeness of the offering material and other information posted on the Site. Accredited Investors understand, acknowledge and agree that other parties are relying on the statements made herein and that any willfully false statement is sufficient cause for removal from the Site, rejection of Accredited Investor status, along with other legal causes of action. All Issuers utilizing the Platform hereby agree that they are solely responsible for determining whether an User is an Accredited Investor prior to accepting subscriptions. Issuers may not rely on the Platform’s designation of an Investor as an Accredited Investor as sufficient to meet its obligations for a 506(c) offering. You are strongly encouraged to contact each Issuer directly to discuss any questions regarding the offering or business prospects of the Issuer.
Federal securities law requires securities sold in the United States to be registered with the U.S. Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption. Securities offered on the Youfunding may be offered pursuant to a “private placement” exemption under Rule 506(c) (“506(c) offering”). Issuers may advertise or market their offerings to the general public, or pay third parties to do so. To qualify for a 506(c) offering, Federal law requires that Issuers independently verify Users’ status as an Accredited Investor before accepting subscription. Users agree to cooperate with any requests for additional information or documentation. Issuers are strongly advised to consult with their legal counsel.
Youfunding reserves the right to remove, cancel or reject the posting of any securities offerings. Failure to remove, cancel or reject securities offerings suspicious of violating the securities laws does not constitute an endorsement or approval of said securities offerings by Youfunding.
No Disqualifying Events
Each Issuer warrants and represents that none of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Issuer participating in the Offering, any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act) connected with the Issuer in any capacity at the time of sale nor any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, an “Issuer Covered Person” and collectively, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3). Each Issuer warrants and represents that it has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualifying Event. The Issuer has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and agrees to promptly notify Youfunding in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Issuer’s notice despite its (prior) reasonable efforts to discover. Youfunding is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.
The securities offered on the Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risks associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and issuers on the Site in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an Issuer in selling the securities might not be available and substantial liability to such Issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
Youfunding receives no commission or transaction-based compensation in connection with the purchase or sale of securities through the Site but may receive fixed fees for services. Youfunding is not a registered broker-dealer, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. Youfunding does not recommend or otherwise suggest that any investor make an investment in a particular offering, or that any Issuer offer securities to a particular Investor. Youfunding takes no part in the negotiation or execution of transactions for the purchase or sale of securities, and at no time has possession of funds or securities.
Youfunding cannot guarantee that Issuers on the Site will use the proceeds of any offering in accordance with the stated purpose. Users acknowledge and agree that Youfunding makes no representation, warranty or assurance that the offering posted on the Site are made in accordance with Federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein.
No Professional Advice
You acknowledge and agree that, while some of the Content on the Site may relate to legal, tax, investment, or accounting matters, neither Youfunding nor any of the professionals providing Content on the Site are providing professional advice to you. Featuring of businesses and Issuers on the Site does not constitute endorsement by Youfunding or representation of the quality of any potential investment in such Offerings. Youfunding does not endorse any Issuer or any Issuer’s business.
User Conduct Guidelines
You represent and warrant that all information that you provide to Youfunding or through the Site is accurate, complete and truthful. Youfunding and its agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
The Site permits Users to independently connect with Issuers and subscribe in securities offerings. However, you are expressly prohibited from doing the following acts: (a) using the Site, or any services and or tools if you are temporarily, or indefinitely, suspended from using the Site, services or any tools; (b) collecting personal information about other Users’; (c) interfere with other Users’ listings; (d) posting false, inaccurate, misleading, defamatory, or libelous content. Youfunding grants you a limited, revocable, non-exclusive, non-transferrable license to view, copy and print content on the Site (“Content”) for personal, non-commercial purposes. Youfunding grants the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.
You are prohibited from posting or transmitting any material on or through the Site that, in Youfunding’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Youfunding will fully cooperate with any law enforcement authorities or court order requesting or directing Youfunding to disclose the identity of anyone posting any such information or materials on the Site.
No Representations or Warranties
Youfunding makes no representation as to the completeness or accuracy of the information provided on the Site. Youfunding does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. Youfunding shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. Youfunding is entitled to rely upon the information provided by its users. You acknowledge and agree that Youfunding does not provide any representation, warranty or assurance that the offering on the Site are made in accordance with state and/or Federal securities law, including the exception to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each issuer, and not the Site, is responsible for ensuring that any securities offering is done in accordance with state, federal law and regulation promulgated by the Securities and Exchange Commission and Financial Industry Regulatory. We make no representation or warranties regarding the legality or compliance of any offering with foregoing. To the extent permissible under law, Youfunding assumes no liability or responsibility for any errors or omissions in the content of the Site. Youfunding has not reviewed all of the links provided on the Site and is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is done at your own risk.
Youfunding does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. Youfunding shall not be liable for any investment decisions made based upon such Content. Users agree that any reliance upon any Content or information distributed through, posted on or accessed from the Site is at your sole risk.
Digital Millennium Copyright Notice
We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright(s) owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
Identification of the copyrights(s) claimed to have been infringed;
Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyrights that is allegedly infringed.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), Youfunding’s Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement:
Youfunding, LLC d/b/a www.Youfunding.com
E-mail address: info@Youfunding.com
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying Youfunding and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to info@Youfunding.com. Youfunding may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.
You agree that Youfunding may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Account. You agree to notify us of any changes in your address or contact details. Youfunding may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of an electronic version of documents fully satisfies any requirement that such documents be provided you be provided to me in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means.
You agree that any information that you transmit to the Site or Youfunding in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by Youfunding or its affiliates for any purpose. Youfunding is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site of the Youfunding for any purpose.
Disclaimer of Liability
Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall Youfunding, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
Youfunding assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above), or that any content or information provided on this Site is true, correct, complete or viable.
Although Youfunding may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, Youfunding is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. Youfunding reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
The Site may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Youfunding of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Youfunding be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Youfunding shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Youfunding makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities..
You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
In the event of any claim, controversy or alleged dispute between you and Youfunding, its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”) to be held in New York City, New York, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Youfunding. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Youfunding, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Youfunding’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in New York City, New York, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within the New York City, New York, United States, United States of America. Each party hereby waives any claim that such venue is improper or inconvenient.
Youfunding reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Youfunding in the defense of any such claim, action, settlement or compromise negotiations, as requested by Youfunding.
Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an Issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.
Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Youfunding shall have a reasonable period to effect such a change and Youfunding may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
Integration and Severability