Terms of Use

1. BINDING EFFECT

These Terms of Use (the “TOU”) are a binding agreement between you and CoFunder, LLC (“CoFunder”, “we”, “us”, “our”) By accessing or using cofunder.co (the “Site”), you agree to abide by these TOU, as they may be amended by us from time to time in our sole and absolute discretion. If you do not agree to these TOU, you should not use this Site.

2. ELIGIBILITY

By accessing or using the Site, you represent that you are an officer of company seeking equity financing or an Accredited Investor as defined by SEC Regulation D Rule 501.  If you are an individual, you represent you are of legal age to form a binding contract, and that all information you submit is accurate and truthful.   The Site is only intended for use in the United States of America. Any access of the Site by anyone under 18 or outside of the United States of America is unauthorized, unlicensed, and in violation of the TOU.

3. PRIVACY POLICY

We respect your privacy. A complete statement of our current privacy policy can be found by clicking here. Our privacy policy is expressly incorporated by reference into the TOU.

4. YOUR USE OF THE SITE AND MATERIAL

The Site and the information provided on and through the Site (the “Material”) are protected by applicable copyright, trademark, and other intellectual property and proprietary rights. We grant you a LIMITED, REVOCABLE, NONEXCLUSIVE, AND NONASSIGNABLE license to access the Site in accordance with these TOU. You grant us a perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use any content that you post on or in connection with the Site.  Any communications facilitated, executed, or delivered by the Site that are between you and, 1) a company seeking funding on the site; or 2) an individual investor, may not be deleted as doing so my violate securities regulations or compromise transparency among all parties.

5. PROHIBITED USES

We impose certain restrictions on your permissible use of the Site and the Material. As a condition to access the Site, you agree that you will neither attempt to nor actually do any of the following:

    1. Make any derivate work from any portion of the Site or the Material or include any of the same in any compilation;
    2. Use Materials for any commercial purpose, other than those which are executed through the Site;
    3. Use Materials for any public display (commercial or non-commercial);
    4. Remove or alter any copyright or other proprietary notice;
    5. Decompile, reverse-engineer, disassemble, or otherwise convert the Site in any manner, or attempt to do the same;
    6. Transfer the materials to another person or “mirror” the materials on any other server;
    7. Access content or data not intended for you, or log onto a server or account that you are not authorized to access;
    8. Access the site through log-in credentials provided to another party
    9. Share log-in credentials with another party
    10. Probe, scan, or test the vulnerability of the Site or any associated system or network, or breach security or authentication measures;
    11. Interfere with the use of the Site by others, including without limitation by means of submitting a virus to the Site or overloading, flooding, spamming, mail bombing, or crashing;
    12. Give us any false or misleading information or upload any of the same onto the Site.

6. USER ACCOUNTS

To access information with respect to any investments sponsored by CoFunder or any of its partners or affiliates, you must register for an Investor Account. You agree to the following in connection with the creation of your account:

    1. You will not provide any false information to us or create an account for anyone other than yourself without the person’s permission;
    2. You agree not to create more than one account for yourself, although firms may create separate accounts for each advisor;
    3. If we delete your account, you must get our permission before you will create another account.
    4. Securing your account is your own responsibility. You agree not to share your password with anyone or allow any other person to access your account.

7. COMPLIANCE WITH LAWS

You agree that, when accessing or using the Site, you will at all times comply with all applicable laws, including but not limited to all intellectual property laws, You also agree that, when accessing or using the Site, you will respect the intellectual property rights of others. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Material in violation of our or any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.

8. COMPLIANCE WITH REGULATIONS

Advisors agree that all recommendations to clients to purchase securities offered on this site will be made only after:

    1. Performing independent due diligence on the underlying fund or funds offered;
    2. Advising clients of the risks of purchasing securities offered on the Site including but not limited to the risk that all or substantially all of the amount invested may be lost, and the risk that there may not be a secondary market for the securities, such that clients may not be able to liquidate their investment in any fund in a reasonable period time, even if the investments in the fund are performing well;
    3. Determining that the investment is both currently suitable and likely to remain a suitable for an extended period of time;
    4. Ensuring that a recommendation to purchase any product on the platform is consistent with the advisor’s fiduciary duty to their client(s).

9. TERMINATION

This license shall automatically terminate if you violate any of these restrictions and may be terminated by CoFunder at any time. Upon terminating your viewing of the Material or upon the termination of this license, you must destroy any Materials in your possession whether in electronic or printed format.

10. CONTENT OF MATERIAL; DISCLAIMER OF WARRANTY

The Site and the Material (including without limitation any information, documents, forms, resources, or referrals contained thereon or therein) are provided “AS IS” and WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM THE USE OF THE SITE OR THE MATERIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND THE MATERIAL, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We do not warrant that the Site or the Material will meet you or your clients investment requirements, and we explicitly advise you that all or part of the Material may be inapplicable to or inappropriate for certain clients’ particular circumstances. We are under no obligation to and do not undertake to update or verify the completeness or correctness of any Material, except for certain legally mandated background checks as described here.

11. NO PROFESSIONAL ADVICE

While some of the Material on the Site may relate to legal, tax, investment, or accounting matters, neither we nor any of the companies providing Material on the Site are providing professional advice to you, and you acknowledge that there is no professional relationship (including without limitation any attorney-client relationship) between you and any of the same, unless you and such party specifically agree otherwise.

CoFunder, LLC is not a licensed broker-dealer and does not offer investment advice.   CoFunder Advisors, LLC, a wholly-owned subsidiary of CoFunder, LLC, is a Registered Investment Advisor regulated by the State of Connecticut.  No content on the Site is intended to be an offer or solicitation, or the basis for any contract to purchase or sell any security or other instrument, or for CoFunder Advisors, LLC its, parent, or any affiliate, to enter into or arrange any type of transaction or advisory relationship as a consequence of any information contained herein.

12. LIMITED LIABILITY

OUR LIABILITY TO YOU IS LIMITED. To the maximum extent permitted by law, in no event shall WE or any of OUR affiliates, members, officers, directors, employees, consultants, agents, or representatives be liable for damages of any kind (including, but not limited to, special, incidental, or consequential damages, lost profits, or lost data, regardless of the foreseeability of those damages) arising out of or in connection with your use of the Site or any of the MATERIAL. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

You agree that, if for any reason a court of competent jurisdiction or an arbitrator finds this Section to be unenforceable, neither we nor any of our affiliates, members, officers, directors, employees, consultants, agents, or representatives shall be liable for any damages in excess of one hundred dollars ($100), or the smallest amount possible under applicable law.

13. THIRD PARTY WEBSITES AND SERVICES

We include links to third party websites, including without limitation those of advertisers or sponsors. We do not endorse or screen, have no control over, and have no liability for, any third party websites or materials. We make no guarantees about the accuracy, currency, content, or quality of the information provided by such websites. We assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those websites. You are solely responsible for investigating any third party websites and any applicable terms and conditions for the use thereof and deciding whether you wish to access such websites and/or use any services offered thereon.

We may provide links to or advertise third-party service providers (“Providers”) whom you may engage to provide you with services. You acknowledge and agree that we do not operate any Provider’s business, nor do we control any Provider or have any involvement in their provision of services, nor are we a party to any agreement between you and any Provider. Each Provider is responsible for the provision of services it offers. You agree that if you contact any Provider and/or engage any Provider’s services, you do so at your own risk and without any warranty, express or implied, by us regarding the Provider or its services, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Under no circumstances will we be liable for any damages arising from your interactions with any Provider.

14. INDEMNITY

You agree to indemnify us for certain of your actions and omissions. You agree to indemnify, defend, and hold harmless us, our affiliates, members, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liabilities, damages, and/or costs (including reasonable attorneys’ fees and costs) arising from your access to or use of the Site or the Material (including but not limited the purchase of any securities offered on the Site for your own account or for the account of a client or any individual or entity on whose behalf you purchased or recommended the purchase of the securities), your violation of the TOU or of any representation or warranty herein, or the violation of any law (including but not limited to any intellectual property infringement) by you, your client, or any individual or entity who gained access to the Site through your  credentials.

15. COPYRIGHT AND TRADEMARK NOTICES

Unless otherwise noted with respect to any portion of the Material, the contents of the Site and Material are: Copyright © 2012 – 2015 CoFunder, LLC. “CoFunder” is the trademark of CoFunder, LLC. Other company names appearing on the Site may be trade or service marks of their respective owners.

16. GOVERNING LAW.  

The TOU shall be construed in accordance with and governed by the laws of the United States and the State of Delaware, without reference to their rules regarding conflicts of law and regardless of your country of origin or the location where you access the Site. All disputes arising out of or related to the TOU and/or the use of the Site or the Material shall be resolved exclusively by the state or federal courts located in New Castle County, Delaware.

17. SEVERABILITY

If, for whatever reason, a court of competent jurisdiction finds any term or condition in the TOU to be unenforceable, then the unenforceable term or condition shall be modified to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision, and all other terms and conditions shall remain unaffected and in full force and effect.

18. WAIVER

No waiver of any breach of any provision of the TOU shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

19. AMENDMENTS

We reserve the right to amend, modify, supplement, or replace the TOU, in whole or in part, at any time without notice and effective immediately upon posting the same on the Site. If at any time you find the TOU unacceptable, you must immediately cease using the Site and the Material. By using this web site you are agreeing to be bound by the then current version of these TOU, without regard to any previously posted TOU in whole or in part.

20. INJUNCTIVE RELIEF

In no event shall you seek or be entitled to any injunctive or other equitable relief, or to restrain or enjoin the operation of the Site or the use of any Material.

21. NO UNAUTHORIZED FOREIGN USE.

The Site is controlled and operated by CoFunder, LLC Inc. from its offices in the State of Connecticut. Your use of or access to the Site or Material should not be construed as CoFunder purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than Connecticut or Delaware.