PLEASE READ THESE SECURITIES DISCLAIMERS (THE “DISCLAIMERS”) CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE AND SERVICES WE MAKE AVAILABLE THROUGH THE SERVICE. THESE TERMS REQUIRE YOU ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.
Legal, Accounting or Tax Advice
ideaPledge does not provide legal, accounting or tax advice. Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting and tax experts before using the ideaPledge Services.
Before Using the Service,
carefully read these entire Disclaimers (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Disclaimers), you agree to be bound by and comply with these Disclaimers and any Additional Disclaimers (defined below) then posted. Therefore, do not use the Service if you do not agree. The business realities associated with operating the Service are such that, without the limitations that are set forth in these Disclaimers, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes – we would not make the Service available to you.
Summary of Securities Disclaimers:
Please read the entire Disclaimers but here are some of the more significant notices that we want to bring to your attention at the outset:
All capitalized words are either defined in this Securities Disclaimer, or otherwise in the Terms. Please refer to the ideaPledge Terms. This document is expressly made part of the Terms are shall be read in conjunction with those Terms.
The federal and state securities laws applicable to private company finance are complex. In general, they are designed to protect unsophisticated people from making ill-advised investments. These Disclaimers are designed to minimize the risk to ideaPledge if any unsophisticated/non-accredited individuals try to become investors through the Service, and to protect ideaPledge in the event that anyone claims he, she or it was damaged by using the Service.
Neither the information nor any opinion expressed on the Service constitutes an offer by ideaPledge to buy or sell any securities or financial instruments or provide any investment advice or related services. None of the Services shall be construed as an offer to buy, or the solicitation of an offer to sell, any securities. Investments can and do lose money and you should be prepared to lose your entire investment in the Services made available by ideaPledge.
The information provided on the Service by us or our Users (defined below) about investment opportunities may not be available to or suitable for you. Not all strategies are appropriate at all times. ideaPledge is not obligated to perform, and has not performed, an analysis of investor suitability with respect to the investments available through the Service.
The opinions expressed on the Service by us or our Users do not constitute investment advice. Independent advice should be sought in all cases before investing in an opportunity offered on or through the Service.
The value and income of any of the investing opportunities mentioned on the Service by us or Users can fall as well as rise and an investor may get back less than he or she invested or nothing at all. Past performance is not necessarily a guide to future performance.
The investment opportunities mentioned on the Service may often have tax consequences; therefore, it is important to bear in mind that we do not provide tax advice. The levels and bases of taxation can change. Investors’ tax affairs are their own responsibility and investors should consult their own attorneys or other tax advisors in order to understand the tax consequences of any investments mentioned on the Service
ideaPledge does not endorse or recommend any of the Projects (defined below) or deals included on the Service. However, from time-to-time ideaPledge may invest in some deals featured on the Service, in its sole discretion, but ideaPledge does not invest in all deals.
Please note that ideaPledge does not conduct any diligence or review of Projects or deals before Projects are permitted to raise funds using the Service. ideaPledge does not offer legal advice. You are encouraged to seek legal counsel prior to investing using the Service.
Non-Accredited Investors & Regulation A+:
A. Non-Accredited Investors. Notwithstanding any to the contrary hereunder, the securities offerings posted on the Service are only available to Accredited Investors or non-accredited investors subject to certain limitations as set forth under Regulation A, as amended (“Reg A+”), under the Securities Act (“Reg A+ Qualified Purchaser”). If you intend to invest in an offering under Reg A+, you must represent that you will meet the investment thresholds under Tier 2 of Reg A+ for Qualified Purchasers. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in offerings posted on this Service. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Service for purposes of subscribing to securities offerings as a non-accredited investor, you represent and warrant that your investment in any Reg A+ offering posted on this Service shall not exceed the greater of 10% of your annual income or 10% of your net worth (excluding the value of your primary residence) at the time of such investment. YOU MUST MEET ONE OF THE ABOVE CRITERIA. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS.
B. Reg A+ Offerings. 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. The securities offered on the Service for U.S. investments have not been registered under the Securities Act, in reliance on the exemption promulgated under Regulation A, as amended by Title IV of the Jumpstart Our Business Startups Act, known as “Reg A+”. In a Reg A+ offering, Issuers (defined below) may advertise or market their offerings via “testing the waters” communications to the general public, or pay third parties to do so, subject to certain conditions. Federal law requires that Issuers sell Reg A+ securities to Reg A+ Qualified Purchasers who represent they satisfy the investment requirements before accepting subscriptions, among other requirements. Each Issuer is solely responsible for ensuring that its securities offering, including, without limitation, the use of the Service to offer and sell securities, satisfies the determination of whether an investor is a Qualified Purchaser and whether any investment complies with applicable state and Federal securities laws, rules and regulations. All Issuers utilizing the Service hereby agree that they (and not the Service) are responsible for determining and verifying whether a potential investor is a Qualified Purchaser prior to accepting subscriptions. Users are strongly encouraged to contact each Issuer directly to discuss any questions regarding an offering or the business prospects of the Issuer.
By accessing and using the non-accredited portion of the Service, you agree as of any such time: (i) that you meet the requirements outlined in the Section above, (ii) that all information you input or agree to is accurate and complete, and (iii) to be bound by these Disclaimers.
Disclaimer of Warranty:
To the fullest extent permissible by law, the Service, the Content and User Submissions (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 SERVICE, THE CONTENT OR USER SUBMISSIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, THE CONTENT AND USER SUBMISSIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IDEAPLEDGE AND ITS AFFILIATES AND EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON DURATIONS OF IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. We do not warrant that the Service, the Content or the User Submissions will meet your requirements, and we explicitly advise you that all or part of the Content or User Submissions may be inapplicable to or inappropriate for your particular circumstances. Therefore, you should consult with an appropriate legal, accounting, or other professional prior to your use of or reliance of any of the Content or User Submissions. We are under no obligation to and do not undertake to update or verify the completeness or correctness of any Content or User Submissions.
ideaPledge has no special relationship with or fiduciary duty to you. You acknowledge that ideaPledge has no duty to take any action regarding any of the following: which Users gain access to the Service; what Content/User Submissions Users access through the Service; what effects the Content or User Submissions may have on Users; how Users may interpret or use the Content/User Submissions; or what actions Users may take as a result of having been exposed to the Content/User Submissions. ideaPledge cannot guarantee the authenticity of any data or information that Users provide about themselves or their Pledge, and Projects. You release ideaPledge from all liability for your having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. ideaPledge makes no representations concerning any Content or User Submissions on the Service, and ideaPledge is not liable for the accuracy, copyright compliance, legality, or decency of such material contained on the Service.
Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): IDEAPLEDGE MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SERVICE OR ANY WEBSITE LINKED TO THE SERVICE. ideaPledge will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on ideaPledge’s equipment, transmitted over networks accessed by the Service, or otherwise connected with your use of the Service.
No Professional Advice:
As noted about, while some of the Content on the Service may relate to legal, tax, investment, or accounting matters, neither ideaPledge nor any of the professionals providing Content or User Submissions on the Service 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 expressly agree otherwise in writing outside of the context of the Service. ideaPledge does not offer investment advice. Featuring of businesses, Projects and/or Creators on the Service does not constitute endorsement by ideaPledge or representation of the quality of any potential investment in such Projects. ideaPledge does not endorse any Creator or Project.
“Accredited Investor” is defined by the SEC in Rule 501 amount other definitions, as any of the following:
1. a bank, insurance company, registered investment company, business development company, or small business investment company;
2. 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;
3. a charitable organization, corporation, or partnership with assets exceeding $5 million;
4. a director, executive officer, or general partner of the company selling the securities;
5. a business in which all the equity owners are accredited investors;
6. 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; and
7. 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; or a trust, corporation or limited liability company with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
Explanation of Determination of Accredited Investor Status:
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).
YOU MUST MEET ONE OF THE ABOVE CRITERIA BEFORE INVESTING ANY SECURITIES OFFERING ON THE SERVICE. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. YOU AGREE TO IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION.
1. We may require all Users of ideaPledge who identify themselves as an Accredited Investor to execute an Accredited Investor Questionnaire and related documents. Federal law requires that a Project issuing securities in a Direct Pledge or an Investment Fund issuing securities in the Investment Fund (“Issuer”) verify Users’ status as an Accredited Investor before accepting subscription. Users agree to cooperate with any requests for additional information. In these documents, an Accredited Investor warrants that it is an Accredited Investor and has the necessary knowledge and sophistication to evaluate companies, opportunities, and content. We do not verify its representations, either in a Direct Pledge or an Investment Fund. The questionnaire will be maintained by ideaPledge in a file that is available for inspection by the appropriate Federal agency. 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 Service, rejection of Accredited Investor status on the Project Grid, along with other legal causes of action. All Creators and investment managers utilizing the ideaPledge.com domain hereby agree that it is their responsibility, as the Creator of a Project or investment manager of an Investment Fund, to determine whether an Investor is an Accredited Investor in the event they decide to enter into a transaction with that investor. Issuers may not rely on ideaPledge’s designation of a User as an Accredited Investor as sufficient to meet their obligations for a Rule 504 or 506 offering.
2. As an Investor on the Service, you also are agreeing to certain representations, warranties and agreements relating to the any potential interaction with an Issuer or Project on ideaPledge or the purchase of securities by you from a potential Creator, Project or Investment Fund in a transaction (“Transaction”). You agree that:
a. You have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a Transaction and are consummating a Transaction with a full understanding of all of the terms, conditions and risks, and willingly assume those terms, conditions and risks. You acknowledge, understand and agree that ideaPledge is not representing or warranting any of the information on the Service. You are responsible for your own due diligence of an Issuer or Project;
b. You will make any decision to consummate any Transaction or communication based on your own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. You will make your own decision concerning any Transaction without reliance on any representation or warranty of, or advice from, ideaPledge;
c. You agree that ideaPledge shall have no liability whatsoever to you, or your beneficiaries, due to or in connection with your use of the ideaPledge Services or any Transaction between you and an Issuer. You understand that ideaPledge does not warrant or represent any information on the Service or service or any information related to Issuers. You are entirely responsible for conducting your own assessment of any and all Issuers on the Service. You hereby irrevocably waive any claim that you might have based on the failure of ideaPledge to discover or disclose any private or public Project information (the “Information”). You understand, based on your experience, the disadvantage to which you may be subject due to the disparity of Information between you and ideaPledge. Notwithstanding this, you deem yourself sophisticated enough to proceed; and
d. Each Creator is solely responsible for the material it posts on this Service 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 securities offered on the Project Grid may only be acquired by 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 Securities and Exchange Commission. Additionally, securities may be subject to holding period requirements. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. Investors are solely responsible for conducting any legal, accounting or due diligence review. 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 Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act. 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.
Again, we strongly advise you to consult a legal, tax and financial professional before investing.
• You will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money.
• You will be solely responsible for complying with applicable law regarding any transaction, including, without limitation, the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a U.S. state, or the law of any foreign government with jurisdiction over you or any investor).
• You will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice.
• You understand and acknowledge that ideaPledge does not offer investment advice.
• You understand and acknowledge that as a potential Issuer, should your networking lead to an investment that you are solely responsible for ensuring any party you meet on the Service is an Accredited Investor.
• You acknowledge and agree that ideaPledge is relying on your representations, warranties and agreements herein as a condition to allowing you access onto the Service.
• ideaPledge has no duty, nor should you expect ideaPledge to evaluate, confirm, endorse, or otherwise stand behind any third-party statements. ideaPledge does not and is not required to verify the truth, accuracy or completeness of any information posted on the Service by third-parties. You acknowledge that you are solely responsible for conducting due diligence on a potential investment.
• Do not claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through ideaPledge, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on ideaPledge.
• For all Pledges, ideaPledge provides to the Creator each Accredited Investor’s Accredited Investor’s information, including, but not limited to, their name, User Name, contact information (including email address), and Project related activity.
• Creators acknowledge and accept that as part of building a robust business community, ideaPledge needs to ensure that it is the most appropriate crowdfunding solution for Users. For a variety of reasons, there are certain business segments that are difficult for ideaPledge to assess, and therefore, ideaPledge will not support on the Service. Therefore, companies related to or offering guns, firearms, tobacco, cigarettes, pyramid marketing, gambling, contests, raffles, or any illegal activities are not be permitted on the Service. ideaPledge only supports for-profit companies. ideaPledge may not support Projects or Pledges or businesses that are simultaneously running crowdfunding campaigns on other crowdfunding platforms.
• Creators acknowledge and agree that by submitting a Project Profile or Pledge on ideaPledge, that the Creator is representing and warranting that Creator or the company for which Creator is submitting the Pledge (“Pledge Project”) owns or licenses the rights to produce, sell or promote the products and services in which it engages. Creator and its affiliated Pledge Project agree to indemnify and hold harmless ideaPledge (including its affiliates) from any and all claims, threats, allegations, or suits related to a failure of a Pledge Project to have the rights to produce, create, distribute, sell or otherwise transact in its goods and services.
• ideaPledge reserves the right to reject, cancel, interrupt, remove, or suspend a Pledge at any time and for any reason. ideaPledge is not liable for any damages as a result of any of those actions. ideaPledge’s policy is not to comment on the reasons for any of those actions.
• ideaPledge is not liable for any damages or loss incurred related to Pledges or any other use of the Service. ideaPledge is under no obligation to become involved in disputes between any Users, or between Users and any third party. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with Pledges on the Service. ideaPledge does not oversee the performance or punctuality of Pledges. ideaPledge does not guarantee the completion of any Pledge stated to be undertaken by any Project or warrant the outcome or success of any Pledge or any Project. ideaPledge does not endorse any User Submissions or User Content or confirm Accredited Investor status.
• ideaPledge Employees and Affiliates: You understand that ideaPledge employees and affiliates may participate in the Service as Creators or Investors, and that ideaPledge is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.
• Creators should not post information that Creator feels cannot be shared with other Members.
• If you are an Investor Member you must recognize that it is important to use discretion in how you handle that Private Information.
• Members shall not republish any Private Information you acquire.
• Moreover, if in the course of asking for information related to your status as an Investor, we ask you personal questions regarding your net worth and your income, we will do our best to keep any specific information you provide confidential; however, Users may still be able to infer certain facts about income and net worth from your qualification as an investor on the Service.
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 ideaPledge in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Issuer’s notice despite its (prior) reasonable efforts to discover. ideaPledge 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.
Limitation of Obligations:
• ideaPledge has no obligation to display your Member Submissions to any other User, nor is ideaPledge obligated to introduce you to any Creator or Investor.
• ideaPledge is not responsible for doing any diligence on the Creators or Projects you meet through ideaPledge.
• ideaPledge is not responsible for verifying that any investor is an Accredited Investor, Qualified Purchaser or otherwise authorized or appropriate to invest in you, or for determining whether any use of ideaPledge constitutes a general solicitation of securities under U.S. law or the laws of any state or other jurisdiction, including foreign jurisdictions.
• ideaPledge does not recommend any investment or endorse any Project’s fitness for investment, verify the information on the Service or in our emails, nor does ideaPledge claim any of that information is accurate.
• ideaPledge has no obligation to maintain the confidentiality of any Content you provide, and with respect to Private Information, ideaPledge is not obligated to protect it, it being understood that the point of ideaPledge is to share Project information with other Members.
• ideaPledge has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide, but ideaPledge does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
• In the event that ideaPledge invests in any business, ideaPledge is not obligated to make that investment opportunity available to anyone else.
Fees and Payments:
A. Generally. Joining ideaPledge is free. However, we may charge fees for certain services. When you use a service offered via the Service that has a fee associated with it, you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Service. You are responsible for paying all fees and taxes associated with your use of the Service. To purchase any products or services on our Service, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence. Prior to the purchase of any products or services on our Service, you may be required to provide us or our credit card processing company with a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card. By submitting that information to us or directly to our credit card processor, you hereby agree that you authorize us and/or our processor (as applicable) to charge your card at our convenience but within thirty (30) days of credit card authorization. For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.
B. Methods of Payment, Credit Card Disclaimers and Taxes. All payments must be made through Visa, MasterCard, Discover or American Express (or other form of payment specifically accepted on the Service) and also be in a currency permitted to be used on the Service. We currently do not accept cash, personal or business checks or any other payment form through the Service, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Disclaimers to determine your rights and liabilities as a cardholder. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. For example, if you purchase with a credit card that is issued through a bank that is based outside of the United States, your bank or our bank may charge foreign transaction fees and other similar currency exchange fees and you agree to reimburse us for any such fees or charges, if charged to us, upon our demand. Unless you notify us of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.
C. Return Policy. All purchase transactions made through the Service are subject to our return policy in effect at the time of purchase. Our current return policy does not permit any returns at this time for any reason. Specifically, if Membership is terminated for any reason, at the sole discretion of ideaPledge, or if you lose access to Project listings or the Project Grid, no refund or return shall be made for the remaining period of the membership. Membership can be terminated for any reason, including the violation of the Terms.
D. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by us upon our delivery of products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, you have no remedy, although we will use best efforts to restart or continue the Service in the future. The reason for such disruption in Service could include administrative or legal action against ideaPledge, by any state or jurisdiction. In such event, ideaPledge will use best efforts to continue to offer the service in other jurisdictions or to amend or limit the services as required to restart the Service in your jurisdiction. Do not assume that a cancellation or change of an order you have placed with us has been effected until you receive a confirmation from us via email or the Service. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your account was received.
E. No Responsibility to Sell Mispriced Products or Services. We do our best to describe every item, product or service offered on this Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, we have the right to refuse or cancel any orders, in our sole discretion. If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge. Additional terms may apply.
F. Modifications to Prices or Billing Disclaimers. The purchase of products and services on the Service is subject to availability. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. WE RESERVE THE RIGHT, AT ANY TIME, TO CHANGE OUR PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY E-MAIL DELIVERY TO YOU.
ideaPledge may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. You agree that in the event of such a termination, ideaPledge shall not be responsible for any losses or damages. If you wish to terminate your account, you may do so by following the instructions on the Service. All provisions of the Disclaimers that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Waiver of Injunctive or Other Equitable Relief:
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER SUBMISSION PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY IDEAPLEDGE (INCLUDING YOUR LICENSED USER SUBMISSIONS) OR A LICENSOR OF IDEAPLEDGE.
Updates to Disclaimers:
By using and/or accessing the Service, and by consenting to these Disclaimers, you agree to defend (at ideaPledge’s option), indemnify, and hold harmless ideaPledge, its parent company, affiliates and subsidiaries, and each of its their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners and suppliers, and successors and assigns from and against any and all liabilities, lawsuits, actions (civil, criminal, government or otherwise), claims, damages, losses, costs, investigations (such as by local, state, and federal government agencies like the SEC), judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to: (i) any offering, investment opportunity, Pledge, Direct Pledge, Transaction, and Information (as such terms are defined in the these Disclaimers) posted or otherwise associated with you, your Project or your account on the Service, (ii) your User Submissions; (iii) your use of the Service and your activities in connection with the Service; (iv) your breach or alleged breach of these Disclaimers or any Additional Disclaimers; (v) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (vi) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vii) any misrepresentation made by you; and (viii) ideaPledge’s use of the information that you submit to us (including your User Submissions) (all of the foregoing, “Claims and Losses”). ideaPledge reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with ideaPledge in asserting any available defenses. Notwithstanding the foregoing, ideaPledge retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of ideaPledge.
International Rules and Regulations:
The Service is controlled and operated from facilities within the United States. ideaPledge makes no representations that the Service is appropriate or available for use in other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. The Content, material, User Submissions and information contained on the Service 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 Service 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 and User Submissions provided on this Service does not constitute an offer or solicitation to sell securities referred to on this Service, 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. Subscriptions to invest in any offering referred to on this Service must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
Integration and Severability:
These Disclaimers and the Terms and other referenced material are the entire agreement between you and ideaPledge with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and ideaPledge with respect to the Service and govern the future relationship. If any provision of the Disclaimers is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Disclaimers will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
ideaPledge shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond ideaPledge’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, or if the Services hereunder are delayed, amended or terminated by administrative or legal action or threat of such action. The Disclaimers are personal to you, and are not assignable, transferable, or sublicensable by you except with ideaPledge’s prior written consent. ideaPledge may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Disclaimers and neither party has any authority of any kind to bind the other in any respect. Except as expressly provided in these Disclaimers, there shall be no third-party beneficiaries to the Disclaimers. ideaPledge reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Disclaimers and any Additional Disclaimers, (iii) investigate any information obtained by ideaPledge in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Disclaimers and any Additional Disclaimers, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Disclaimers, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to ideaPledge under these Disclaimers or any Additional Disclaimers. Upon suspension or termination of your access to the Service, or upon notice from ideaPledge, all rights granted to you under these Disclaimers or any Additional Disclaimers will cease immediately, and you agree that you will immediately discontinue use of the Service.
Last Updated: December 15, 2016