Business Fundings will be listed and funded through the Website in relation to Business Funding Listings submitted by start-up and medium sized companies and their owners (collectively, the “Businessess” and each, a “Business”), with each such Business Listing being presented according to the terms, conditions and disclosures (including risk factor disclosures) for that specific Business (the "Business Funding Terms"). For the purposes of these Businesses, Business Funding Terms include the following without limitation, all of which can be accessed through a link on the Business Listing on the Website:
- The “Business Funding Overview” (including risk disclosure) prepared by the Business for purposes of the Business Funding;
- The “Business Funding Agreement” prepared by the Business setting the contractual framework for funding;
- Formation documents of the special purpose entity (“SPE”) through which Business Funders will be funding (if any, and as further detailed in these Funder Terms).
You agree to thoroughly review, and ensure that you understand and agree with, the Business Funding Terms for any Business prior to funding. You recognize that every Business involves a high degree of risk and that by committing capital to any Business Funding (such amounts, “Commitments”) you affirm that you are able and prepared to bear the risk of loss of your entire Commitment(s).
2. Restrictions and Limitations on Resale of Business Fundings
You concede that no registration statement has been, or will be, filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with regard to any Business Funding. You also affirm that the offer of funding in relation to any Business has not been registered or approved by any securities authorities in any jurisdiction. You affirm that you are legally authorized and able to participate in Business Fundings pursuant to the Business in accordance with the laws and regulations of your jurisdiction of residence. You acknowledge that any Business Funding by any Business is made only in those jurisdictions where such an offer can legally be extended.
Any Fundings that you make in association with a Business Listing may be subject to selling restrictions in some jurisdictions. CFIC bears no liability or responsibility should any selling restrictions apply, whether those restrictions are due to any failure of a Business to register the Funding or otherwise.
You acknowledge that the offer contained herein has been made on a private basis between you and the Business via the website. You accept that none of the Business Fundings offered by Businesses will be listed on any securities exchange, that no trading market exists, that it is uncertain if any active trading market will ever develop, that any trading must be conducted in accordance with applicable securities laws, and that you should thus be prepared to accept the possibility of having to hold indefinitely.
3. Funder Registration
When registering as a Funder, you must provide certain information that will be utilized by administrators acting on our behalf to complete a Know-Your-Client check for the purpose of enforcing anti-money laundering rules and regulations and to ultimately register your interest. By registering, you certify, represent and warrant that you are resident at the residence address you have provided and that details of your nationality and other information are accurate. At present, only non-US persons (persons who are not citizens or residents of the U.S., any corporation, partnership or other entity created or organized in or under the laws of the U.S. or any person falling within the definition of the term “U.S. Person” under Regulation S adopted by the Securities and Exchange Commission of the U.S. on 24th April 1990, as amended from time to time) are permitted to register as Funders on the CFIC Website.
When you register as a Funder, you are required to provide deposit account information to facilitate electronic transfers of funds between the CFIC trust account (the "CFIC Trust Account") and your designated deposit account (the "Funder Deposit Account"). You will not earn interest on any funds held in your CFIC Funder Deposit Account. The CFIC Trust Account is an account established for the benefit of Funders and Businesses, and will hold all funds credited to Funder Accounts (as defined below) as well as fees, expenses, and other costs deposited and/or advanced by Businesses related to their Businesses and its listing on our website.
4. Funder Account Activation
When you apply to register as a Funder, we will request that you create a password to be used to access your account. You must keep this password confidential and safe, and never disclose it to others. We will advise you once the Know-Your Client check has been completed based on the information you have provided, and upon completion of this check, your registration as a Funder will be activated. At that time, you will be permitted to transfer funds to the CFIC Trust Account to be credited in your name (your “Funder Account”). Once funds are cleared in the CFIC Trust Account, you will be authorized to utilize the funds to make cash commitments (“Commitments”) to fund the Businesses listed on the Website. We reserve the right to limit the amount of funds that you are permitted to transfer to, or hold in, the CFIC Trust Account; we also have the right to accept or reject Commitments in whole or in part and/or limit the number of Commitments you are allowed to make in relation to any specific Businesses and in aggregate. We will make the abovementioned decisions and define any such limits at our sole discretion.
Funds credited to you in the CFIC Trust Account will remain at your sole disposal until a Commitment is made, at which time the Commitment amount will be held as further described in these Funder Terms. You are entitled to request withdrawal of funds available in your Funder Account, and subject to reasonable advance notice, the withdrawal will be completed by a transfer of funds to your Funder Deposit Account. LINK TO FEES
5. Commitment to Funding
Prior to making a Commitment in connection with any Business Funding, you must carefully read all information disclosed in relation to the Business, which includes information regarding the Business operations, as well as the various Business Funding Terms which include (without limitation), the percentage offered, the time period during which the Business Funding will be open (the “Business Funding Period”), the aggregate amount of funding being sought through the Business Funding (the “Funding Target”) and the proposed purpose of the funds. You may ask questions of the Business presenting the Business Funding regarding the Business Terms and any other information by submitting your questions in accordance with the instructions detailed on the Website.
You affirm and agree that a Business may modify the Business Funding Terms to be more beneficial to Funders (any such change, a “Beneficial Change”) at any time before the end of the Business Funding Period of their Business. Examples of a Beneficial Change would be an increase in Fundings offered, the percentage offered, or the offer of supplementary incentives such as free products. Businesses cannot alter the Business Funding Terms in any way that would result in a decrease in the percentage or number of Fundings offered, or in any other way that would decrease the benefit received by any Funder.
By making a Commitment in connection with any Business Funding, you represent and warrant that you have reviewed and understood the Terms and Conditions and all the information disclosed with respect to the Business Funding, and have fully taken advantage of the opportunity to question any information about which you are uncertain. Once you have made a Commitment related to any Business, the amount of such Commitment will be credited to the Business and deducted from the available balance of your Funder Account, and you will be deemed to have accepted and agreed to the Business Funding Terms. Once your Commitment has been so credited, you may only withdraw or cancel the Commitment, or reduce the amount of the Commitment, in the following circumstances:
- When the Funding Period for the Business ends, and then only if the Funding Target for the Business is not met;
- If a change is made to the Business Funding Terms that is not a Beneficial Change or if material information in connection with a Business is disclosed after you have made a Commitment to that Business. If you believe that such a change or further material disclosure has been made and wish to withdraw, cancel or reduce your Commitment, you should contact CFIC at firstname.lastname@example.org so that we can consider the matter.
BY MAKING A COMMITMENT IN CONNECTION WITH A BUSINESS, YOU IRREVOCABLY COMMIT TO FUNDING IN THE AMOUNT OF YOUR COMMITMENT (SUBJECT TO DEDUCTION OF THE CFIC FEE AND THE ADMINISTRATION FEE, AS DEFINED HEREIN), AND YOU AUTHORIZE PAYMENT FOR YOUR FUNDING, THE CFIC FEE AND THE ADMINISTRATION FEE TO BE DRAWN FROM THE CFIC TRUST ACCOUNT; PROVIDED, HOWEVER, THAT THE FUNDING AND THE FOREGOING DRAWS SHALL TAKE PLACE ONLY IF THE FUNDING TARGET IS MET DURING THE STATED FUNDING PERIOD OR EXTENDED FUNDING PERIOD AND CLOSING IN RESPECT OF THE BUSINESS FUNDING OCCURS. CFIC DOES NOT GUARANTEE OR WARRANT THAT ANY COMMITMENT MADE IN CONNECTION WITH A BUSINESS WILL RESULT IN A CLOSING OF FUNDINGS TO YOU AND WILL HAVE NO LIABILITY IF ANY BUSINESS FAILS TO REACH ITS FUNDING TARGET, FAILS TO PROCEED TO CLOSING OR IS OTHERWISE TERMINATED. LINK TO FEES
6. Funding Agreement and Closing
(a) Once the Funding Target is achieved, and subject to any additional verification considered appropriate by CFIC, the Funding Agreement posted for the Business (the “Funding Agreement”) will come into full force and effect and will govern the relationship between the Business and the Funders in the Business (or the SPE acting for their account, if any). Though CFIC may be a party to this Funding Agreement for administrative purposes, the Funder affirms and agrees that CFIC will have no liability or responsibility for any rights or obligations contained in the Funding Agreement. Additionally, CFIC is not obligated to become involved in disputes between the Funders and the Business over enforcement of the Funding Agreement and will not act in any capacity to defend or indemnify the Funders against any default or breach by the Business. In spite of this limitation, it is in CFIC’s interest to ensure that Businesses act in a legal manner and for the benefit of the Funders, and we will thus make reasonable efforts to assist Funders should any breach or default by a Business occur.
(b) Once the Funding Target for a Business is achieved and the Funding Agreement comes into effect, as soon as is reasonably feasible, the Fundings shall be issued to the Business (“Closing”), either directly or through a special purpose entity (“SPE”), as further described in the Business Terms. Should an SPE be used, the Business Fundings will be issued to the SPE (acting for the account of the Funders collectively), and SPE Fundings (or similar instruments) will be issued to the Funders upon Closing, in the proportion of their Commitments to the Business Funding. SPE Fundings are usually non-voting Fundings representing proportionate economic interests in the assets of the SPE (i.e., the Business Fundings).
7. Trust Account Disbursements
The collective amount of Commitments made in connection with a Business Funding will be disbursed from the CFIC Trust Account in the following manner, contingent on whether the Business Funding proceeds to Closing (as defined above) or is terminated:
(a) If the Business Funding proceeds to Closing, then, upon the occurrence of Closing, all facilitation fees, platform fees and a third-party administration fee (the “Administration Fee”), along with other fees, costs and expenses deposited by the Funders, shall be transferred from the CFIC Trust Account to a deposit account(s) designated for that purpose by CFIC, and the net amount of the funds remaining in the Trust Account will be transferred from the CFIC Trust Account ultimately to a deposit account designated for that purpose by the Business. LINK TO FEES
(b) If the Business Funding is terminated because the Funding Target has not been achieved before the end of the Business Funding Period, or if the Business Funding is otherwise terminated in accordance with the terms of the Business Funding or the terms of the Funding Agreement, any Commitment made in relation to the Business will be canceled and funds in the amount of your Commitment will be promptly credited back to the Funder Account, without interest.
8. No Advisory Relationship
You accept and acknowledge that:
- The listing of a Business for funding, facilitation of funding, and closing of funding of (directly or indirectly) any fundings in connection with any Business Listing is an arm’s length transaction between you and the Business;
- In connection with the listing of a Business for funding, facilitation of funding, and closing of funding of (directly or indirectly) any fundings pursuant to a Business listing, CFIC is not acting as your agent or fiduciary;
- CFIC assumes no advisory or fiduciary responsibility in your favor in connection with the listing of a Business for funding, facilitation of funding, and closing of funding of (directly or indirectly) any fundings or in connection with any Business Listing Funding; and
- You have consulted your own legal, regulatory, accounting, and tax advisers regarding any Business listed on the CFIC website for funding, and participating in a closing of any Business funding, or funding hereunder.
9. No Financial, Legal, Tax Advice, Financial Promotion or Underwriting Services.
CFIC does not, and will not at any time, provide any legal, financial, tax or funding advice and nothing on the Website or in the information provided in relation to any Business Listing shall be interpreted or construed as legal, financial, tax or funding advice. You must consult with licensed legal, financial, and tax professionals or advisors for any legal, financial or tax advice that you require. CFIC is not a broker, dealer or underwriter in securities and will not represent, underwrite or sponsor any Business. CFIC acts only as a platform provider. All services provided by CFIC are intended to facilitate use of the Website only, and shall not be construed in any other manner.
10. CFIC's Right to Verify Information and Terminate Listings.
(a) CFIC reserves the right to verify the completeness and accuracy of all information submitted by Businesses and Funders in relation to Business Listings. CFIC also reserves the right to determine in its reasonable discretion if a registered user has used, or is using, the Website illegally or in violation of any order, writ, injunction or decree of any court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the provisions of these Funder Terms or not in accordance with any other CFIC Terms and Conditions. CFIC may conduct a review at any time, before, during or after the making of a Commitment in connection with a Business or before or after the Closing of any Business Funding. You agree to respond promptly to CFIC’s requests for information in connection with your registration and accounts with CFIC and your Commitments made in connection with any Business Funding.
(b) At any time before the Closing of a Business Funding, CFIC may, in its sole discretion, delay the Closing in order to enable CFIC to perform a pre-closing review to confirm the accuracy of information provided by the Business and Funders and to assess if there are any irregularities with regard to the Business or the Commitments made in connection with the Business. CFIC may cancel or proceed with the Closing, contingent upon the results of its pre-closing review. Should the Business Funding be canceled, the Business Listing will be removed from the Website, all Commitments made in connection with the Business will be canceled, and the related funds will be returned to each Funder Account.
(c) Notwithstanding the aforementioned or anything to the contrary in these Funder Terms, you acknowledge and agree that CFIC has no responsibility to check or verify any of the information included in any Business Listing and shall have no liability for any false, misleading, deceptive or inaccurate material included in any Business. CFIC shall further have no liability or responsibility in respect of any Business Funding or Commitments made in connection with any Business Funding that are not compliant with applicable laws.
11. No Assurance of any Return on Funding or Guarantee on Capital
CFIC DOES NOT WARRANT OR GUARANTEE ANY RETURN ON YOUR CAPITAL THAT YOU COMMIT TO ANY BUSINESS FUNDING ON THE CFIC WEBSITE. CFIC DOES NOT WARRANT OR GUARANTEE THAT YOU WILL EVER BE ABLE TO RESELL YOUR INTEREST IN SUCH FUNDINGS, THAT YOU WILL BE ABLE TO RECOUP ALL OR ANY PART OF THE FUNDINGS, OR THAT YOU WILL EVER MAKE A PROFIT.
12. Usage Restrictions
Except as provided in Section 16(c) below, you are not permitted or authorized to use the CFIC Website to make Commitments in connection with Business Fundings for anyone other than yourself. You must be the named account holder or beneficiary of the Funder Deposit Account you designate for electronic transfers of funds, with authority to direct that funds be transferred to or from that account. CFIC may in its sole discretion, with or without cause and with or without notice, restrict your access to the CFIC Website.
13. Suitability Representations and Warranties
By making a Commitment in respect of any Business Funding, you represent and warrant that you satisfy all applicable suitability requirements and other requirements to fund that Business. You also agree to provide any additional documentation reasonably requested by us to confirm that you meet applicable suitability standards. However, it is your responsibility to ensure that you meet suitability standards and we will not be liable in the event that you are subsequently deemed not to.
14. Other Representations and Warranties
As of the date of these Funder Terms and as of any date that you make a Commitment in connection with any Business, you warrant and represent to CFIC that:
(a) You have the legal competence and capacity to perform and execute these Funder Terms, and that you have duly authorized, executed and delivered these Funder Terms;
(b) With respect to these Funder Terms, you have acted in accordance with in all material respects with applicable laws; and
(c) If you are entering into these Funder Terms on behalf of a corporation, partnership, limited liability company, trust, or other entity ("institution"), you warrant and represent that
(i) you have all necessary power and authority to execute and perform these Funder Terms on said institution's behalf;
(ii) the execution and performance of these Funder Terms will not violate any provision in the institution's certificate of organization, memorandum and articles of association, by-laws, indenture of trust, partnership agreement, or other constituent agreement or instrument governing the formation or administration of your institution; and
(iii) The performance and execution of these Funder Terms will not constitute or result in a default or breach under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking to which the institution is a party or by which it is bound.
15. Prohibited Activities
You affirm that you will not do the following in connection with any Business Funding, any Commitment made in respect of a Business Funding, or any other transaction involving or potentially involving CFIC or any Business or any Business Listing or the CFIC Website;
(a) Represent yourself to any person as a director, officer or employee of CFIC or of any Business or Listed Business unless you are such director, officer or employee;
(b) Propose or agree to accept any fee, bonus, kickback or other thing of value of any kind in exchange for your agreement to fund Businesses on the CFIC Website;
(c) Engage in any activities that require a license under any applicable law or regulation in connection with any Business Funding on the CFIC Website; or
(d) Violate any applicable laws, including but not limited to, securities laws applicable in your Jurisdiction, the Business’s jurisdiction or in any jurisdiction in which CFIC operates.
16. Termination of Account/Registration
CFIC may, with or without cause and in its sole discretion, terminate your registration and these Funder Terms by giving you notice as detailed below. Furthermore, upon our reasonable determination that you have violated the provisions of Section 18, have made a material misrepresentation in connection with these Funder Terms or application to register as a Funder, or have otherwise failed to abide by the terms of these Funder Terms, CFIC may immediately and without notice, in its sole discretion, perform one or more of the following actions:
(a) Suspend or terminate your right to make Commitments in connection with Business Fundings or otherwise use the CFIC Website; or
(b) Terminate these Funder Terms and your registration with CFIC.
Upon termination of these Funder Terms and your registration with CFIC, any Commitments you have made shall terminate and will be cancelled immediately, but your right under these Funder Terms to interests in any Fundings purchased prior to the effective date of the termination shall not be affected by the termination.
(i) resulting from any material breach of any obligation you undertake in these Funder Terms, including but not limited to your obligation to comply with any applicable laws; or
(ii) resulting from your acts, omissions and representations (and those of your employees, agents or representatives) relating to CFIC. Your obligation to indemnify CFIC shall survive termination of these Funder Terms, regardless of the reason for termination.
18. CFIC’s Right to Alter Terms
We may modify these Funder Terms or the CFIC Terms and Conditions at any time. Should this occur, we will post the amended terms on the Website and notify you by email of any material changes. Modified terms take effect immediately for new registrants, and 5 Business days after posting for existing registrants. If you disagree with any alteration made, you must terminate your registration and use of the Services before the end of this period, or the amended terms will become effective and applicable to you. These Funder Terms may not otherwise be altered, except in writing and signed by CFIC and you.
You authorize CFIC to correct any obvious clerical errors found in information you provide to CFIC, without notice to you, although CFIC expressly assumes no responsibility to detect or correct such errors. These Funder Terms, along with the CFIC Terms and Conditions, represent the entire agreement between CFIC and you in regards to your participation as a prospective Funder on the CFIC Website, and supersede all prior or contemporaneous communications, promises and disclosures whether written, oral, or electronic, between CFIC and you with respect to your involvement as a prospective Funder on the CFIC Website.
All notices and other communications hereunder shall be posted on the Website or sent by email to your registered email address, and shall be deemed to have been duly given and effective upon posting or transmission. All required disclosures, notices, and other communications to you from the administrator, the bank or other party related to our services will be sent to you by email to your registered e-mail address. You also agree to notify us if your registered email address changes, and you agree to update your registered residence address on the Website if you change your residence. You may contact us by sending an email to email@example.com.
20. Confidential Information
By entering into these Funder Terms, you agree not to disclose, except on a confidential basis to your legal and financial advisers exclusively for the purpose of rendering professional advice to you, any information which you receive or have received from CFIC or through the Website that relates to any Business Listing or relates to the Business of any Business ("Confidential Information"). You shall hold and maintain the Confidential Information in confidence for the benefit of the Business that provided such Confidential Information. Without such Business’s written approval in advance, you will not publish, copy, use for your own benefit, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the issuer, any Confidential Information.
The term "Confidential Information" does not include any information that, at any given time:
(a) Has been publicly disclosed by the issuer or by any third party through no fault of your own;
(b) You have received by some legitimate means other than from CFIC or its representatives or from the Business or its representatives; or
(c) The issuer has authorized you in writing to disclose.
CFIC does not warrant, represent, covenant, guarantee or promise any specific results from the use of the CFIC Website or related services, including that any Commitment made in connection with any Business Funding will result in Closing of that Business Funding or that the interests in Fundings that are entered into pursuant to any Business will have any value. In addition, CFIC does not provide any legal, financial, tax or funding advice and has no responsibility with regard to the content, accuracy or completeness of any information offered in connection with a Listiing or otherwise on the Website.
EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THESE FUNDER TERMS, THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE CFIC SERVICES, AS WELL AS THE CFIC SERVICES THEMSELVES, ARE PROVIDED “AS IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. THE FUNDER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF THE WEBSITE AND THE RELATED SERVICES.
22. Limitation on Liability and Waiver
CFIC will not be liable to the Funder for any action, including any misinformation, fraud or failure to achieve Closing in relation to any Business Funding or any other action or wrongdoing engaged in by any Business or third party.
The Funder acknowledges that any and all decisions made with respect to Funding Listings are the Funders alone. CFIC cannot and will not verify the accuracy of information provided by Businesses or other users of the Website. CFIC will not be responsible or have any obligation or duty or liability for:
(a) Any interactions or decisions resulting directly or indirectly from involvement in the services offered on the Website,
(b) Any costs, damages, losses or expenses that any Funder sustains as a result, directly or indirectly, of making any Commitments in connection with any Business Funding. Furthermore, other than as expressly agreed in these Funder Terms, in no event will CFIC be liable to the Funder for any direct or indirect damages, costs, expenses or losses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from the Funders use of the Website or participation in any related services.
With respect to the Website and related services, CFIC assumes no responsibility for any omission, error, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications.
By using the Website and related services, you release CFIC from any liability whatsoever other than as explicitly accepted by CFIC in these Funder Terms, and waive any and all causes of action related to any claims, costs, injuries losses or damages of any kind arising out of or in connection with any use of the Website or any content posted on the Website or transmitted to, or any interactions between, you and any Business or third party user of the Website.
This limitation of liability and waiver shall be in addition to and shall not limit any other limitation of liability or waiver included in the CFIC Terms and Conditions.
You may not assign, sublicense, transfer, or otherwise delegate your rights under these Funder Terms to another person without CFIC’s prior written consent. Any such assignment, sublicense, transfer, or delegation in violation of this Section shall be null and void. These Funder Terms shall be governed in all aspects, including as to requirements of form, by the laws of Anguilla. You agree that any claim or dispute you may have against CFIC must be resolved in the courts of Anguilla, although CFIC reserves the right to bring proceedings against you for the breach of these Funder Terms in your country of residence or any other relevant country. Any waiver of a breach of any provision of these Funder Terms will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of these Funder Terms will not constitute a waiver of said term or condition. If any part of these Funder Terms is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Funder Terms shall continue to remain in effect. The parties agree to execute and deliver such further documents and information as may be required in order to achieve the purposes of these Funder Terms.
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