Terms and Conditions

Crowdigy Terms & Conditions

Crowdigy connects investors and companies

These Crowdigy Terms and Conditions contain three parts. Part A, Terms of Service governs the general terms of service for the Site and the Services; Part B, Investor Agreement governs the use of the Site by Investors and investments in Listings hosted on the Site; and Part C, Company Agreement governs certain matters applicable to Companies using the Site and/or Services.

A. Terms of Service

Crowdigy LLC and it's affiliates (together, "Crowdigy," "we," "us," "our" or the "Company") operate the website located at Crowdigy.com and the Crowdigy Android and iOS applications (the "Site"). Our mission is to connect entrepreneurs ("Founders") who are working on innovative new businesses ("Companies") with people who may be able to provide financing, advice and other support to those Company ("Investors"). Among other things, Crowdigy may offer in the future web-based tools, including gift cards for investing in early-stage companies ("Crowdigy Gift Cards") and Crowdigy Cash (see "Crowdigy Cash" below), to facilitate fundraising by Founders for their Companies. Crowdigy also provides supplementary materials that educate both Founders and Investors about the nature of entrepreneurship, the process and perils of investing in Company companies and "crowdfunding" – the funding of a project or venture by raising small amounts of money from a large number of people. The services, features, content or applications that may be offered from time to time by Crowdigy in connection with the Site and/or Crowdigy's business, including Crowdigy Cash are collectively referred to as the "Services."

1. Acceptance of the Terms of Service; Changes

By accessing the Site and/or using the Services, you agree to be bound by all of the provisions of the Terms of Service (the "TOS"). IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THE TOS, OR IF YOU ARE NOT ELIGIBLE, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE SERVICES.

If you are not a resident of the European Union, this TOS provides that all disputes between you and Crowdigy will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 15.3 ("Dispute Resolution") for the details regarding your agreement to arbitrate any disputes with Crowdigy.

As used in the TOS, the terms "you" and "your" mean each individual or entity that accesses, browses or uses the Site and/or the Services in any manner. If you are accessing the Site and/or using the Services on behalf of an entity, you represent and warrant to Crowdigy that you have the authority to bind the entity you represent to the TOS. Your agreement to this TOS will be treated as the agreement of the entity you represent.

Crowdigy may modify the TOS or add or remove terms at any time, and each such modification, addition or deletion will be effective immediately upon posting on the Site. Your use of the Site or the Services following any such posted modification, addition or deletion constitutes your agreement to be bound by and your acceptance of the TOS as so modified. It is therefore important that you review the TOS regularly. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THE MODIFIED TOS, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE AND/OR USE THE SERVICES, AND YOU MUST IMMEDIATELY DISCONTINUE DOING SO.

2. Privacy Policy; Additional Terms.

Use of the Site and the Services is subject to the Crowdigy Privacy Policy (the "Privacy Policy"). The terms of the Privacy Policy are incorporated into the TOS by this reference. (To view the Privacy Policy, click here.)

Your access to and/or use of certain portions of the Site and certain of the Services will require you to accept terms and conditions applicable to such Services which are in addition to the terms of the TOS and will be presented to you for your acceptance when you sign up for such Services (the "Additional Terms"). For Investors, "Additional Terms" includes the Investor Agreement. For Founders and Companies, "Additional Terms" includes the Company Agreement. The TOS, the Privacy Policy and the Additional Terms (collectively, the "User Agreements") set forth the terms and conditions that apply to your use of the Site and the Services. To the extent there is any conflict between the TOS and any Additional Terms, the Additional Terms will prevail.

3. Eligibility.

You may only use the Site and the Services if you are at least 13 years of age. If you are under the age of 18 or under the age of majority in the jurisdiction in which you are located, you may only use the Site and the Services under the supervision of a parent or legal guardian. You may not use the Site if you are under 13 years of age. Crowdigy reserves the right to require you to provide Crowdigy with proof of your age and, if applicable, approval of your use of the Site and the Services by your parent/legal guardian. Crowdigy may terminate your access to and use of the Site and the Services without warning if it determines that you do not meet the foregoing eligibility requirements.

In addition to the eligibility requirements in the TOS, your use of certain Services may be subject to eligibility requirements set forth in the Additional Terms.

4. Access to the Site and the Services

4.1 General Access.

Subject to your compliance with the Agreement, Crowdigy hereby grants to you a limited, non-transferable, non-exclusive right to access and use its proprietary, commercially available, hosted software product and related documentation via a Web-browser or mobile application for use during the term of the Agreement. Crowdigy hosts and retains control over the software and only makes it available for access and use by you over the Internet through a Web-browser or mobile application. Nothing in this Agreement obligates Crowdigy to deliver or make available any copies of computer programs or code from the software to you, whether in object code or source code form. You may not rent, lease, distribute, or resell the software, or use the software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the software.

4.2 Registered Users.

In order to access or use certain Services, you must become a "Registered User" by creating an account (an "Account") and choosing a password that you will use to access your Account. By registering, you represent and warrant to the Company that all registration and other information you submit to or through the Site is truthful, accurate, current and complete, and you agree to immediately provide corrected information if any of the submitted information shall no longer be truthful, accurate, current and complete. You further represent and warrant that your use of the Site and the Services does not violate any applicable laws, rules or regulations. Without limiting any of Crowdigy's other available legal remedies, if you provide any registration or other information that is untrue, inaccurate, or incomplete, or Crowdigy has reasonable grounds to suspect that such is the case, Crowdigy may immediately, and without notice to you, suspend or terminate your Account and refuse any and all use by you of the Site and the Services. Your registration on the Site and your use of the Site and the Services are void where prohibited.

You are solely responsible for safeguarding the confidentiality of your password and for any and all use of your Account and password, whether or not authorized by you. Although Crowdigy will not be liable for any of your losses that are caused by any unauthorized use of your Account, you may be liable for the losses of Crowdigy or others due to such unauthorized use. If you suspect any unauthorized use of your Account or unauthorized access to your password, please contact Crowdigy immediately at team@crowdigy.com. You do not have the right to transfer your Account to any individual or entity and Crowdigy reserves the right to remove or reclaim your Account if Crowdigy determines, in its sole discretion, that such action is appropriate under the circumstances. You agree that you will not create an Account for any individual other than yourself (or, if applicable, the entity you represent). As a Registered User, you agree that Crowdigy may electronically provide you (via email or postings or links on the Site) with invoices, documents, notices and other communications regarding the Site, the Services and/or your use thereof, as well as special offers, promotions, commercial advertisements, marketing materials, etc. You agree that Crowdigy may send the foregoing communications to you via your Account or any email address(es) which you provide to Crowdigy as part of your Account registration or otherwise.

5. Use of the Site and Services

5.1 Generally

5.1.1. You agree that you will use the Services solely in a manner consistent with this Agreement and the Crowdigy mission described above. You assume all risk when using the Site and the Services, and you acknowledge that the Company cannot guarantee and does not promise any specific results from your use of the Site and the Services.

5.1.2. While some of the Services relate to legal, tax, investment or accounting matters, neither we nor any of the professionals providing such content 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.

5.1.3. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Crowdigy is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all users.

5.1.4. You represent and warrant to Crowdigy that: you own all rights in and to the content posted by you on, through or in connection with the Site or the Services ("User Content"), or otherwise have all the rights, power and authority legally required to grant Crowdigy the rights in your User Content pursuant to the TOS and the Additional Terms; and the posting of your User Content on or through the Site does not violate the TOS or violate the privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights and trademarks), contract rights or any other rights of any person or entity, whether or not such person or entity is depicted or appears/performs in your User Content. You agree that you are solely responsible for the User Content that you post on or through the Site and any material or information that you transmit to other users of the Site or the Services.

5.2 You agree that Crowdigy has the right to perform all technical functions necessary to offer the Services, including, but not limited to, processing and transmitting email communications to and from you, and transcoding and/or reformatting your User Content. You do not have the right to use, copy or distribute any of the content posted on the Site, except as expressly authorized by the TOS and the Additional Terms. Any violation by you of the forgoing prohibitions may result in the termination of your Account and your right to use the Site and the Services.

5.3 Your Conduct When Using the Site and the Services

5.3.1. As a condition of your access to the Site and use of the Services, you are prohibited from taking any action that would violate the content and conduct standards set forth in Section 6 below. In addition and not in limitation of the prohibited actions set forth in Section 6 below, you agree that you will not (a) employ any device, scheme, or artifice to defraud or (b) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

5.3.2. Crowdigy reserves the right, but is under no obligation or duty, to at any time, and without notice, monitor activity on the Site to determine compliance with the TOS or to comply with any law, regulation or authorized government request. You hereby specifically agree to such monitoring. In the event that Crowdigy does monitor the Site or the Services, Crowdigy makes no representation or warranty that Crowdigy will take any action whatsoever in connection with any of the monitored activities and Crowdigy assumes no liability with respect thereto

5.4 Your Interactions with Other Users

5.4.1. Crowdigy uses various techniques to verify the accuracy of the information provided by users. However, in view of the limitations in verification on the Internet, Crowdigy cannot confirm the identity of users. We encourage you to use the various tools and content available on the Site, as well as elsewhere, to evaluate the users with whom you are dealing.

5.4.2. You acknowledge that there are risks of dealing with other users acting under false pretenses, and you assume the risks of liability or harm of any kind in connection with transactions of any kind relating to goods and/or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, misrepresentation of information about a user or a Company, breach of warranty, breach of contract, and violation of third-party rights and consequent claims. You agree that Crowdigy shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any transactions with others using the Site.

6. Prohibited Content/Conduct.

As a condition of your access to the Site and use of the Services, you are prohibited from (i) posting, uploading, exhibiting, communicating or distributing content which violates any applicable laws, rules or regulations or which Crowdigy, in its sole and absolute discretion, deems to be inappropriate and (ii) engaging in conduct which violates any applicable laws, rules or regulations or which Crowdigy, in its sole and absolute discretion, deems to be inappropriate. Examples of such prohibited content and prohibited conduct include, without limitation, the following:

Posting, uploading or transmitting any content that violates any privacy right, publicity right, patent, trademark, trade secret, copyright or other proprietary right, or contract right or other right of any party;
Posting, uploading or transmitting any content or engaging in any conduct that is offensive, harmful, threatening, abusive, harassing, defamatory, libelous, or obscene or that is unlawful in any manner or that degrades, intimidates, promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual, including, without limitation, on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
Posting, uploading or transmitting any content that is pornographic or that exploits people (adults or children) in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains a link to any of the foregoing types of content or to an adult website or in any way using the Site or the Services in connection with any adult entertainment or pornography business;
Copying, reproducing, modifying (including, without limitation, altering, obscuring, deleting, etc. any copyright or other legally required notices, credits, logos, trademarks, etc.), creating derivative works from, or distributing in any manner or medium any content posted on the Site or through the Services in any manner that is in violation of the terms of the User Agreements or other applicable agreements;
Impersonating any person or entity, or submitting any materials to the Site or through the Services that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of the TOS or the Additional Terms, including, without limitation, utilizing misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of any content transmitted to the Site or through the Services;
Except as explicitly permitted by the TOS and Additional Terms, or otherwise pre-approved in writing by Crowdigy, engaging in any commercial activity on the Site or including any links to commercial services or websites or uploading, posting or otherwise transmitting any content that contains advertising or any solicitation regarding products, goods or services;
Interfering with any user's right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;
Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, "junk mail," "chain letters," unsolicited mass mailing, "spimming," or "spamming";
Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Site or impair the proper functioning of the Site or the Services, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the Site or the Services; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Site or the Services;
Accessing or attempting to access the Site or the Services using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Site or the Services;
Using the communication systems provided by the Site for any solicitation or other commercial purposes, except as explicitly permitted by the User Agreements or otherwise authorized by Crowdigy, or Crowdigy and the specific user, as applicable;
Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Site regarding illegal activities with the intent to commit them;
Making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, in connection with the purchase or sale of any security; and
Engaging in any conduct that in Crowdigy's sole discretion restricts or inhibits any other user from enjoying the use of the Site or any of the Services.

7. Pricing and Payment

Crowdigy reserves the right to charge fees for use of the Site or specific Services, and may change the fees that it charges. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. You agree that, in addition to all other amounts payable under the TOS or the Additional Terms, you are responsible for paying all sales, use, value added or other taxes - federal, state or otherwise - however designated, that are levied or imposed by reason of your use of the Site and the Services. Crowdigy will charge the payment method you specify at the time of purchase. You authorize Crowdigy to charge all sums as described on the Site for the Services you select, to that payment method. If you pay any fees with a credit card, Crowdigy may seek pre-authorization of your credit card account prior to your transaction to verify that the credit card is valid and has the necessary funds or credit available to cover your transaction.

8. Proprietary Property.

8.1 Crowdigy Proprietary Property.

The Site and the Services are and contain proprietary property/content of Crowdigy (such as logos, copyrights, trademarks, technology, processes, etc.) ("Crowdigy Proprietary Property") which may be protected by copyright, trademark, patent, trade secret and other laws. Crowdigy owns and retains all rights in and to the Crowdigy Proprietary Property. "Crowdigy" and the Crowdigy logo are trademarks of Crowdigy LLC Crowdigy hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Crowdigy Proprietary Property solely for your use in connection with using the Site and the Services for the purposes (if any) authorized by the User Agreement. Except as explicitly permitted in the TOS or any Additional Terms, you do not have the right to use the Crowdigy Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Crowdigy Proprietary Property. Except as expressly provided by the TOS or the Additional Terms, your use of the Crowdigy Proprietary Property is strictly prohibited.

8.2 Third Party Proprietary Property.

The Services may contain proprietary property/content provided by third party Crowdigy licensors (such as logos, copyrights, trademarks, etc.) ("Third Party Proprietary Property"). Unless otherwise expressly provided by the TOS or the Additional Terms, your use of the Third Party Proprietary Property is strictly prohibited.

8.3 Use of Proprietary Property

Unless expressly provided by the TOS or the Additional Terms, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Crowdigy Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Site. You acknowledge that Crowdigy is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content. Crowdigy does not endorse any content on the Site or any statement, opinion, suggestion or advice contained therein, and Crowdigy expressly disclaims any and all liability in connection therewith. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Site. You further understand and agree that in the course of your use of the Site and the Services, you may be exposed to content on the Site that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against Crowdigy with respect thereto.

9. Protecting Intellectual Property; Digital Millennium Copyright Act.

9.1 General.

Crowdigy specifically prohibits users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Site or the Services any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is Crowdigy's policy to terminate, under appropriate circumstances, the account of users who are determined to be repeat infringers.

9.2 DMCA Notification.

If you are a copyright owner or an agent thereof and believe that any content made available via the Site infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Crowdigy's copyright agent ("Copyright Agent") with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit Crowdigy to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. The contact information for the Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, Crowdigy LLC, 811 W Slaughter Ln, #1309, Austin, TX 78748; email: team@crowdigy.com

9.3 Counter-Notice.

If you feel that any of your content was improperly removed or made unavailable to other users, please contact Crowdigy's Copyright Agent via the contact information set forth above.

10. Links to Third Party Sites.

The Site and the Services may contain links to independent third-party websites and/or services (collectively, "Linked Sites"). The Linked Sites are not under Crowdigy's control, and Crowdigy does not endorse, is not responsible for and shall have no liability to you with respect to the business practices, privacy policies or content, materials, information, merchandise, products or services displayed, featured, mentioned, advertised, distributed or sold on or through such Linked Sites. By accessing a Linked Site, you may be disclosing your private information and be exposing yourself to content that you find disturbing. It is your responsibility to read and understand the privacy, membership, payment and other policies of the Linked Sites and to determine on your own whether or not you will have any interaction with any of the Linked Sites. Crowdigy encourages you not to provide any personally identifiable information to any Linked Site unless you know and are comfortable with the party with whom you are interacting. You agree that Crowdigy is not responsible for and shall have no liability to you, with respect to merchandise, products, and/or services advertised, featured, mentioned, sold, distributed, displayed or linked on or through the Site or the Services.

11. Submitted Ideas/Feedback.

All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered by you through the Site and the Services or in response to solicitations made through the Site or the Services (collectively, "Feedback") is entirely voluntary and shall be deemed to be non-confidential and shall forever remain the sole property of Crowdigy. You understand and acknowledge that Crowdigy has both internal and external resources which may have developed, or may in the future develop, ideas, content, programming, etc. identical to or similar to your Feedback and you agree that Crowdigy will not incur any obligation or liability to you or otherwise as a result of (i) any such similarities or (ii) Crowdigy's review of any of the Feedback. Crowdigy shall exclusively own, throughout the universe in perpetuity, and you hereby irrevocably assign, all rights of every kind and nature (whether currently existing or hereafter developed) in and to the Feedback and Crowdigy shall be entitled to unrestricted use of the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation and/or submission to Crowdigy of the Feedback. You hereby waive any and all of your rights of droit moral and similar rights with respect to the Feedback.

12. Disclaimer; Exclusion of Warranties.

CROWDIGY PROVIDES ITS USERS WITH A SELECTION OF SERVICES, TOOLS AND RESOURCES WITH THE GOAL OF CONNECTING ENTREPRENEURS WITH INVESTORS WHO MAY BE ABLE TO PROVIDE FINANCING, ADVICE AND OTHER SUPPORT TO THEIR COMPANIES. CROWDIGY IS NOT A "BROKER," "DEALER" OR "FUNDING PORTAL" (AS DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). CROWDIGY DOES NOT ENDORSE ANY THIRD PARTIES, OR THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY COMPANY SEEKING TO RAISE CAPITAL THROUGH THE SITE OR USING THE SERVICES. CROWDIGY MERELY SERVES AS A PLATFORM FOR INTERACTIONS BETWEEN ENTREPRENEURS OR COMPANIES AND INVESTORS. CROWDIGY IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN ENTREPRENEURS OR COMPANIES AND INVESTORS. CROWDIGY IS NOT RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY INDIVIDUAL OR ENTITY IN CONNECTION WITH ANY OPPORTUNITY POSTED ON OR THROUGH THE SITE OR THE SERVICES.

THE SITE AND THE SERVICES, AND ALL OF THE CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS POSTED ON OR PROVIDED BY OR THROUGH THE SITE OR THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. BY USING THE SITE AND/OR THE SERVICES, YOU AGREE TO USE YOUR OWN JUDGMENT, CAUTION AND COMMON SENSE IN MANAGING ALL CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS OFFERED AND YOU AGREE THAT ANY USE YOU MAKE OF SUCH CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT CROWDIGY DOES NOT EVALUATE OR GUARANTEE AND SHALL NOT BE RESPONSIBLE FOR THE, INFORMATION, COACHING, ADVICE AND/OR FEEDBACK SERVICES GIVEN THROUGH THE SITE OR THE SERVICES. CROWDIGY IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM YOUR RELIANCE ON ANY OF THE FOREGOING CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS.

CROWDIGY IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY USER OR THIRD-PARTY CONTENT POSTED ON, THROUGH OR IN CONNECTION WITH THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT THAT IS UNAUTHORIZED OR VIOLATES THE TOS OR THE ADDITIONAL TERMS, AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF CROWDIGY. UNDER NO CIRCUMSTANCES SHALL CROWDIGY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE OR THE SERVICES, FROM ANY CONTENT POSTED ON THE SITE OR THROUGH THE SERVICES (WHETHER SUCH CONTENT VIOLATES THE TOS OR ADDITIONAL TERMS OR NOT), FROM ANY SERVICES OFFERED THROUGH THE SITE OR FROM THE CONDUCT OF ANY USER OF THE SITE OR THE SERVICES OR ANY USER OF ANY LINKED SITE (REGARDLESS OF WHETHER SUCH CONDUCT VIOLATES THE TOS OR ADDITIONAL TERMS, OR WHETHER SUCH CONDUCT IS ONLINE OR OFFLINE).

CROWDIGY ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY OF YOUR COMMUNICATIONS ON OR THROUGH THE SITE. CROWDIGY IS NOT RESPONSIBLE FOR ANY MALFUNCTION OR OTHER PROBLEM WITH ANY TELEPHONE NETWORK, TELEPHONE LINES, COMPUTER ONLINE SYSTEMS, SERVERS, INTERNET SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR PLAYERS, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. CROWDIGY DOES NOT GUARANTEE ANY RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE SITE OR THE SERVICES AND CROWDIGY MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE, THE SERVICES OR THE INFORMATION OR SERVICES PROVIDED THEREBY WILL MEET YOUR REQUIREMENTS. IF YOU ARE IN ANY WAY DISSATISFIED WITH THE SITE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE AND/OR THE SERVICES. CROWDIGY DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE SITE, YOU AGREE THAT CROWDIGY SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION.

13. Limitation on Liability.

IN NO EVENT SHALL CROWDIGY, ITS AFFILIATES, LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES) RESULTING FROM (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON THE SITE OR THROUGH THE SITE OR THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF CROWDIGY SERVERS AND/OR ANY AND ALL PERSONAL AND/OR OTHER INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THROUGH THE SITE OR ANY OF THE SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR THE SERVICES BY ANY THIRD PARTY, (VII) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, (VIII) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE TO YOU THROUGH THE SITE OR THE SERVICES AND/OR (IX) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CROWDIGY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. ANY LIMITATION OF LIABILITY IN THIS TOS OR ANY OTHER USER AGREEMENT SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, BUT NO LIMITATION OF LIABILITY IN ANY USER AGREEMENT IS INTENDED TO LIMIT THE RIGHTS OF ANY PERSON UNDER FEDERAL AND STATE SECURITIES LAW.

14. Termination.

You may terminate your account at any time by contacting Crowdigy at team@crowdigy.com. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you violate any provision of this TOS, your permission from Crowdigy to use the Services will terminate automatically. In addition, Crowdigy may in its sole discretion terminate your user account for the Site or Services or suspend or terminate your access to the Site or Services at any time for any reason or no reason, with or without notice. Crowdigy also reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.

15. Governing Law; Disputes; Arbitration.

15.1 Governing Law; Venue and Jurisdiction; Waiver of Jury Trial.

The User Agreements shall be governed by, and construed in accordance with, the laws of Texas, without regard to its conflict of law provisions. If a lawsuit or court proceeding is permitted under a User Agreement, then you and Crowdigy agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Travis County, Texas for the purpose of litigating any dispute. EACH OF YOU AND CROWDIGY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY USER AGREEMENT. FURTHER, EACH OF YOU AND CROWDIGY HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF YOU AND CROWDIGY ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR EACH OF THEM, RESPECTIVELY, TO ENTER INTO THIS TOS.

15.2 Disputes With Other Users.

You are solely responsible for your interactions with users of the Site and the Services, and any other parties with whom you interact on or through the Site, the Services and/or the Linked Sites. Crowdigy reserves the right, but has no obligation, to become involved in any way with these disputes.

15.3 Dispute Resolution.

15.3.1. Generally. In the interest of resolving disputes between you and Crowdigy in the most expedient and cost effective manner, and except as described in Section 15.3.2, you and Crowdigy agree that every dispute between you and any Crowdigy affiliate arising in connection with the User Agreements will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of any User Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this TOS. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TOS, YOU AND CROWDIGY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15.3.2. Exceptions. Despite the provisions of Section 15.3.1, nothing in any User Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; (d) to file suit in a court of law to address an intellectual property infringement claim; or (e) pursue any available remedies under federal or state securities law.

15.3.3 Arbitrator. Any arbitration between you and Crowdigy will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this TOS, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Crowdigy.

15.3.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). Crowdigy's address for Notice is: Crowdigy LLC, 811 W. Slaughter Ln, #1309, Austin, TX 78748. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Crowdigy may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Crowdigy must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

15.3.5. Fees. Any arbitration hearing will take place at a location to be agreed upon in Travis County, Texas, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Crowdigy for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

15.3.6 No Class Actions. YOU AND Crowdigy AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Crowdigy agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

15.3.7 Modifications to this Arbitration Provision. If Crowdigy makes any future change to this arbitration provision, other than a change to Crowdigy's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Crowdigy's address for Notice, in which case your account with Crowdigy will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

15.3.8. Enforceability. If Section 15.3.6 is found to be unenforceable or if the entirety of this Section 15.3 is found to be unenforceable, then the entirety of this Section 15.3 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15.1 will govern any action arising out of or related to any User Agreement.

16. Indemnity.

You agree to defend Crowdigy, its subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, stockholders, members, agents, partners and employees (the "Crowdigy Indemnitees"), from and against any and all claims, actions, suits, demands or other proceedings brought by or on behalf of any third party, and to indemnify and hold the Crowdigy Indemnitees harmless against any losses, liabilities and other damages (including, but not limited to, reasonable attorneys' fees), in any case arising out of or related to (i) your access to and/or use of the Site and the Services, including, without limitation, your use of the Site and the Services in connection with any transaction in securities; (ii) a violation or breach by you, or any user of your account, of any provision of the TOS or of any Additional Terms, including, without limitation, a breach of any of the representations, warranties or agreements set forth in the TOS and the Additional Terms; and/or (iii) any content that you post on or through the Site or the Services. This defense and indemnification obligation will survive following the termination of your use of the Site and the Services.

17. Other Terms.

Crowdigy has the right to assign the User Agreements and/or its rights thereunder, in whole or in part, to any third party. You do not have the right to assign the User Agreements, except if and to the extent explicitly permitted in the Additional Terms. If we assign these Terms and your rights materially change, we will notify you and you will have the right to cancel your agreement to these Terms by cancelling your account. The failure of Crowdigy to exercise or enforce any right or provision of the User Agreements shall not operate as a waiver by Crowdigy of such right or provision. The section titles in the User Agreements are for convenience only and have no legal or contractual effect. The User Agreements operates to the fullest extent permissible by law. If any provision of the User Agreements are held by a court or other tribunal of competent jurisdiction to be unlawful, void or unenforceable, such provision (i) is deemed severable from the User Agreements and does not affect the validity and enforceability of any remaining provisions which shall remain in full force and effect and (ii) shall be limited or eliminated to the minimum extent necessary to comply with the applicable law. Crowdigy reserves all rights in and to the Site, including the Services and the other content posted thereon, unless otherwise expressly provided by this TOS or the Additional Terms. Crowdigy reserves the right to modify or discontinue any aspect of the Services at any time without prior notice and without any liability to you.

We reserve the right to amend provisions of these Terms at any time, subject to the conditions set out below, if such amendment is reasonable for you, taking into account our interests, and provided that it does not change our main obligations under the contract to your disadvantage. This applies in particular if we have an amendment reason as outlined below.

A reason for the amendment exists:

if the change is merely advantageous for you;
if the change is purely technical or procedural, unless it has a material effect on you;
to the extent that we are obliged to bring these Terms into conformity with applicable law, in particular if the applicable legal situation changes or we are obliged to do so by a court judgment or a decision of the authorities against us; or
to the extent that we introduce additional services, services or service elements that require a service description in these Terms.

If we make changes to these Terms, we will notify you by email and by posting a notice to the Services prior to the effective date of the changes. We will also indicate at the top of these Terms the date that revisions were last made. Changes will be deemed approved if you do not object to them electronically within 4 weeks of the announcement of the respective change, provided that in the announcement, we will inform you that the amended Terms shall be deemed to have been accepted by you if you do not object to the new Terms within the aforesaid period after receipt of the e-mail.

Force Majeure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, a significant failure of the Internet, fire, flood, acts of God, explosion, war or the engagement of hostilities, acts of terror, coup, strike, embargo, labor dispute, pandemic, government requirement, civil disturbances, or civil or military authority.

Notice Regarding Apple. If the Services that you use include a mobile application that you download, access and/or use and that runs on Apple's iOS operating system (an “iOS App”), you acknowledge and agree that: (i) the iOS App may only be accessed and used on a device owned or controlled by you and using Apple's iOS operating system; (ii) these Terms are between you and us, and not with Apple; (iii) Apple has no obligation to provide any support or maintenance services in relation to the iOS App, and if you have any maintenance or support questions in relation to the iOS App, please contact us, not Apple; (iv) except as otherwise expressly set forth in these Terms, any claims relating to the possession or use of the iOS App are between you and us (and not between you, or anyone else, and Apple); (v) in the event of any claim by a third party that your possession or use (in accordance with these Terms) of the iOS App infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and (vi) although these Terms are entered into between you and us (and not Apple), Apple, as a third party beneficiary under these Terms, will have the right to enforce these terms against you.

In addition, you agree that: (i) you are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country; and (ii) you are not listed on any United States Government list of prohibited or restricted parties; and (iii) if the iOS App does not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of the iOS App (if any) to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition or other term in relation to the iOS App and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to the iOS App or as a result of you or anyone else using the iOS App or relying on any of its content.

Notice Regarding Google.If the Services that you use includes a mobile application that you download, access, and/or use from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and us only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) we, and not Google, are solely responsible for our Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Terms as it relates to our Google-Sourced Software.

Interest. Any interest earned on funds held in escrow will be paid to Crowdigy and will not be paid to any investors or issuers.

18. Reserved.

19. Reserved.

20.Your Responsibilities as an Investor.

You are a self-directed investor who is individually responsible for determining the suitability of your investment decisions. Crowdigy is not responsible for the investment decisions made by you or on your behalf. Crowdigy is not responsible for the strategies, actions or inactions taken with respect to your Crowdigy Investments. Crowdigy is not responsible for the gains or losses you incur. The employees, agents and representatives of Crowdigy are not authorized to give you investment advice, and any instructions you receive from Crowdigy with respect to Crowdigy Investments will be limited to technical or administrative guidance.

You assume individual responsibility for determining the suitability of all investment decisions and strategies you make or implement. You must base your investment decisions upon all information reasonably available to you and your own assessment of risks and rewards. You are solely responsible for knowing the rights and terms for all investments you make in Crowdigy Investments.

For further information related to the risks associated with Crowdigy Investments, refer to the Investor Agreement.

21. Contacting Crowdigy; Reporting of Violations.

You may contact Crowdigy at team@crowdigy.com. Please report any misuse of the Site or the Services or any violation of the TOS by sending an email to Crowdigy at team@crowdigy.com.

22. Crowdigy VIP Program

Crowdigy VIP is a program offered by Crowdigy LLC that allows users of Crowdigy to upgrade their user account to VIP status for additional benefits and perks, which include: ~10% better terms on investments, exclusive investment deals, 20% discount on investors fees, priority on the oversubscription waitlist, and dedicated support from our investors concierge team. Please note that not every offering will offer VIP terms and that companies raising on Crowdigy are not required to participate in the Crowdigy VIP Program.

Regarding the VIP terms, most companies opt to give VIP investors better terms. For example, if the company set a valuation of $30M pre-money for its raise, it might decide to offer a lower $27M valuation to Crowdigy VIP investors, representing a discount of 10% from the standard valuation. The decision to allocate a portion of their raise to Crowdigy VIP members and grant them better terms ultimately rests with the company.

Crowdigy VIP users also have access to exclusive deals. As widely known, companies raising on Crowdigy have the right to accept whoever they want in their listings. However, companies that agree to participate in the Crowdigy VIP Program will allocate a certain portion of their raise to Crowdigy VIP investors ensuring those investors who invest within the allocation that their investment will not be cancelled. Therefore, non-participation in the Crowdigy VIP Program may result in the company conducting the offering retaining the discretion to cancel or decline investments made by users who are not enrolled in the VIP Program.

B. INVESTOR AGREEMENT

PROVISIONS GOVERNING THE USE OF THE CROWDIGY SITE BY INVESTORS AND INVESTMENTS IN LISTINGS

Crowdigy LLC and its affiliates operate the websites located at Crowdigy.com as well as the Crowdigy Android and iOS applications (together, the "Site"), which facilitates investment opportunity discovery (the "Listings") by early stage, start-up companies ("Companies"). The Listings are made pursuant to:

Regulation D of the Securities Act of 1933 ("Reg D Listings"), which are linked through the portion of the Site operated by Crowdigy LLC and through the use of investment vehicles advised by Crowdigy Advisors and Crowdigy LLC, LLC ("Crowdigy Advisors and Crowdigy LLC"), a wholly-owned subsidiary of Crowdigy LLC;
Regulation Crowdfunding of the Securities Act of 1933 ("Reg CF Listings"), which are linked either through the portion of the Site operated by Crowdigy LLC ("Crowdigy Portal"), a wholly-owned subsidiary of Crowdigy LLC, or by a third party funding portal (each, a "Third Party Funding Portal").
Regulation A of the Securities Act of 1933 ("Reg A+ Listings"), which are presented through the portion of the Site operated by Crowdigy LLC; and/or
Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business (“ECSP Listings”), which are linked to through the portion of the Site operated by Crowdigy EU, B.V. (“Crowdigy EU”), a wholly-owned subsidiary of Crowdigy LLC

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

TERMS OF THIS AGREEMENT

Table of Contents

1. General; Documents Incorporated by Reference into this Agreement
2. Agreements with respect to the Site and all Listings
3. Agreements with respect to Reg D Listings
4. Agreements with respect to Reg CF Listings
5. Agreements with respect to Reg A+ Listings
6. Agreements with respect to ECSP Listings
7. Agreements with respect to listings with a Custodian
8. Agreements with respect to Regulation CF and ECSP listings with a Special Purpose Vehicle (SPV)
9. Agreements with respect to listings with a Nominee

1. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT

This Agreement between you Crowdigy Advisors and Crowdigy LLC sets forth the terms and conditions for your access to the Site and your use of the information, features, products, services and tools on the Site (the "Services"). If you participate in a Reg D Offering, this Agreement is also between you and Crowdigy Advisors and Crowdigy LLC. If you participate in a Reg CF Offering, this Agreement is also between you and Crowdigy Portal. If you participate in a ECSP offering, this Agreement is also between you and Crowdigy EU. For ease of reference, when Crowdigy LLC, Crowdigy Advisors and Crowdigy LLC, Crowdigy Portal, and Crowdigy EU are referred to together in this Agreement, they are referred to as "Crowdigy," "we," or "us."

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

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

Your use of the Site is governed by the version of this Agreement in effect on the date of use. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the Site home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.

The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference, to the extent applicable to a given Offering:

The Site’s Terms of Service;
The information on the Site about the particular Company (such information, the "Company Information");
The Crowdigy Disclosure Statement, which sets forth general information about venture investments made through the Crowdigy Site;
The Indication of Interest and Subscription Agreement (together, the "Subscription Agreement") or Investment Contract, as applicable, submitted by you with respect to a particular Offering (if applicable);
Any terms of any Offering (the "Offering Terms") in which you invest, as provided to you and set forth in the applicable documents;
For an ECSP Offering, this will include: (i) the Company’s Key Investment Information Sheet (“KIIS”); and (ii) the Company’s Crowdigy Portal profile; and
Any other information provided to you with respect to an Offering or the Site via the Site.

You should carefully read each of the above documents, to the extent relevant to the given offering, before subscribing to that Offering. You alone are responsible for ensuring that you are aware of all of the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with Crowdigy, and you are responsible for understanding the content of those agreements.

You acknowledge and agree that any interest earned on funds held in any escrow will be paid to Crowdigy and will not be paid to any investors or issuers.

2. AGREEMENTS WITH RESPECT TO THE SITE AND ALL LISTINGS

2.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that Crowdigy is not responsible for any content on the Site provided by any third parties, including Companies, and any service providers or other third parties, or any content provided to you in connection with your use of the Site even if that information is distributed to you on behalf of a third party by Crowdigy, and is not liable for any type of loss or damage associated with your use of the Site.
You acknowledge that nothing on the Site constitutes an endorsement, a recommendation to buy securities or any other type of investment advice to you by Crowdigy, and any investment risk is solely your own. You are not a client of Crowdigy or any of its affiliates.
You acknowledge that Crowdigy does not independently verify information regarding Companies (although Crowdigy Portal and Crowdigy EU do conduct some diligence on information provided by Companies as required by Reg CF and ECSP) or endorse any Company for direct or indirect investment, and that information on the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You agree to abide by this and other agreements between you and Crowdigy and service providers that govern or relate to your use of the Site or the services available on the Site.
You understand that the Site links to different types of Listings for investment, each of which operate under different regulatory regimes and requirements, and that each type of Listings may have its own unique risks and levels of regulatory involvement.
You acknowledge that you have been provided access to additional sources of information regarding your investment in the Company, including the information that is incorporated into this Agreement by reference, such as the Company Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement, as applicable.

2.2 CONFLICTS OF INTEREST ASSOCIATED WITH ALL LISTINGS

2.2.1 General

The Site includes Listings showcased and linked to by Crowdigy LLC, Crowdigy Advisors and Crowdigy LLC, Crowdigy Portal, Crowdigy EU, and Third Party Funding Portals. Each of these parties has divergent interests and duties or responsibilities with respect to Members that invest in the Listings they sponsor. Crowdigy Advisors and Crowdigy LLC, Crowdigy LLC, Crowdigy Portal, and Crowdigy EU share members, managers, officers and/or employees that may perform services for various Listings simultaneously. Each of these persons may take actions in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to you or a Company in which you invest.

2.2.2 Reserved.

2.2.3 Different Fee Structures Associated with Different Listings

Crowdigy LLC, Crowdigy Advisors and Crowdigy LLC, Crowdigy Portal, and Crowdigy EU will devote the time reasonably required to facilitate their respective features of Listings. However, because Crowdigy LLC, Crowdigy Advisors and Crowdigy LLC, Crowdigy Portal, and Crowdigy EU each charge different fees with respect to their featured Listings, and they each share officers and employees, this may create an incentive for their shared employees to favor and spend more time and effort with respect to Listings that may result in higher fees.

2.3 RISKS GENERALLY ASSOCIATED WITH ALL LISTINGS

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

2.3.1 Significant Risk of Loss; Not a Complete Investment Program

An investment in a Company involves significant risks, only some of which are described in this Agreement, and is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who otherwise meet the conditions for eligibility set forth in this Agreement. A direct or indirect investment in a Company is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

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

Companies are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money and fail at a particularly high rate. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

2.3.3 Lack of Operational Record

Each Company will have limited or no operational record.

2.3.4 Limitation on Liability; Indemnification

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

2.4 PRIVACY

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

2.5 USE OF NAME

You consent to the disclosure by Crowdigy of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Site. Without limiting such consent, or any other lawful use of your name by Crowdigy, you specifically consent to disclosure by Crowdigy to potential investors in a Fundraising, companies in a Fundraising and to disclosure by Crowdigy to any Company or Member, or combination of Companies or Members, that you have invested or have potential interest in one or more Companies or opportunities through the Site, and the number of such investments. You may withdraw this consent at any time by contacting Crowdigy and terminating your account.

2.6 ELECTRONIC COMMUNICATIONS

Crowdigy requires that you consent to delivery of all communications via electronic communications. Please see the Electronic Consent that is available on the Site and incorporated into this Agreement.

3 AGREEMENTS WITH RESPECT TO REG D LISTINGS

3.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that any investment you make in a Reg D Offering linked to on the Site is at your own risk and is not facilitated, managed or operated by Crowdigy Advisors and Crowdigy LLC, Crowdigy LLC, or any subsidiaries or affiliates of Crowdigy LLC.
You understand and acknowledge that once you choose to invest in a Company through a link on the site, Crowdigy Advisors and Crowdigy LLC, Crowdigy LLC, or any subsidiaries or affiliates of Crowdigy LLC have no part in facilitating or making any decisions with respect to your investment, including, but not limited to, decisions concerning the disposition of your investment.

3.2 INVESTOR REPRESENTATIONS

You represent and warrant to Crowdigy Advisors and Crowdigy LLC that the answers you provided to the questions you answered when creating a Crowdigy account and on the Settings page of the Site (together, the "Investor Certification") are correct and complete and may be relied upon by Crowdigy Advisors and Crowdigy LLC and its affiliates in determining whether you are eligible to invest in Listings that are available on the Site.

You understand and acknowledge that certain listings on the Site are available only to investors located in certain jurisdictions. You represent and warrant to Crowdigy that the address you provided in your Investor Certification is a true and accurate representation of your location of residence. You agree that in the event your residence changes, you will promptly update your address on the Settings page of the Site.

You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in links through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in companies listed on the Site. You acknowledge that Companies in which you invest may rely, and that Crowdigy Advisors and Crowdigy LLC, Companies, and their principals, affiliates, and other parties may rely, on the information you have provided in your Investor Certification to determine if you are eligible to invest in Companies. You represent that you have read and understand the risks contained in the Company Information.

3.3 CHOOSING AND MAKING INVESTMENTS

3.3.1a Services of Crowdigy Advisors and Crowdigy LLC with Respect to Reg D Listings

Crowdigy Advisors and Crowdigy LLC is also a fundraising and strategic marketing service provider for Companies engaged in Reg D Offerings that feature listings on the site. Companies may pay for advisory or marketing services or for special access or services on the site pages including exclusive features. Such activities will cause the listing cards and pages of the company to be labeled as, “Sponsored” so as to ensure Investors and all site visitors understand the nature of the relationship of client Companies and Crowdigy LLC. You acknowledge and agree that any Company labeled “Sponsored” and these services for placement, features, platform placement and marketing support does not constitute an endorsement of any particular Company or a recommendation that Investors or site visitors invest in any particular Company, and does not establish an advisory relationship between you and Crowdigy. You further agree that any information, additional features or treatment of any “Sponsored” or client Company of Crowdigy LLC will not be considered an endorsement and as such, you acknowledge that any preferential treatment, features, content, media, placement or assistance provided by Crowdigy LLC on the site should have no bearing or role in any investment decision, nor does it constitute an endorsement of any particular Company or a recommendation that Investors or site visitors invest in any particular Company, and does not establish an advisory relationship between you and Crowdigy.

3.3.1b Additional Services of Crowdigy Advisors and Crowdigy LLC with Respect to Reg D Listings

Although Crowdigy LLC and its affiliate Crowdigy Advisors evaluate potential Companies and determine which Companies will be available as potential investments on the Site, you acknowledge and agree that this evaluation does not constitute an endorsement of any particular Company or a recommendation that Members invest in any particular Company, and does not establish an advisory relationship between you and Crowdigy.

Crowdigy LLC performs a limited review of the information provided by each Company to determine whether it is appropriate for inclusion on the Site; the information reviewed includes information regarding a Company’s Founders, business plan, and its current and anticipated resources. This review is not intended to verify any information provided by the Companies regarding their operations, assess the likelihood that a Company will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Crowdigy LLC nor Crowdigy Advisors and Crowdigy LLC performs any separate due diligence on the Companies either before or after a Company or Fund invests in them.

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

You also acknowledge that none of Crowdigy Advisors and Crowdigy LLC or its affiliates advises Members on the merits of a particular investment or transaction or provide legal, tax, or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Crowdigy Advisors and Crowdigy LLC or its affiliates to buy or sell any securities or other financial instruments. Crowdigy Advisors and Crowdigy LLC does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

3.4 INFORMATION REGARDING COMPANIES

3.4.1 Limitation of Liability and Indemnification

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

3.5 Reserved.

3.6 RISKS ASSOCIATED WITH REG D LISTINGS

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

3.6.1 General

An investment in a Company involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Company is not intended as a complete investment program. There can be no assurance that the investment objective of any Company will be met. Companies invest in early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

3.6.2 No Guarantee of Investment Returns

Neither Crowdigy Advisors and Crowdigy LLC nor any of its affiliates guarantee the future performance or financial results of any Company or any Fund[

, and an investment in a Company through a Company or Fund may result in a gain or loss upon termination or liquidation of your investment.

3.6.3 Limited Financial Information About Companies

You may not receive audited financial statements with respect to any Company or Fund and you will receive only limited information about each such Company or Fund and the Company to which that Company or Fund relates. You may not receive ongoing information about the value or valuation of the Company or Fund, the Company or the securities of the Company held by the Company or Fund, and you understand and agree that any such valuation information would in any event be of limited reliability and use.

3.6.4 Privately-Offered Security Risk

Investing in privately offered securities entails a significant degree of risk and, therefore, should be undertaken only by investors capable of evaluating and bearing those risks. Venture company investments, such as those in the Companies, involve a high degree of risk and many or most venture company investments lose money.

3.6.5 Limited Market for Interests in Companies and Company Securities

The interests in Companies have not been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction. Therefore, interests in Companies cannot be resold, pledged, assigned or otherwise disposed of unless they are so registered or an exemption from registration is available. A limited market exists for the sale of a Company's securities, and the transferability of those securities is generally restricted. In the event that Crowdigy Advisors and Crowdigy LLC determines to distribute Company securities to investors in a Company or Fund, there may be no market through which the Company securities may be sold, and even if there were such a market, the transfer of Company securities may be subject to significant legal and contractual restrictions, including Federal and state securities laws and regulations. Neither Crowdigy Advisors and Crowdigy LLC nor any of its affiliates, is under any obligation to register interests in a Company or Fund on your behalf or to assist you in complying with an exemption from registration under the 1933 Act.

In addition, if a distribution of Company securities to investors in a Company or Fund is made prior to the existence of a public market for such securities, the securities distributed would not be registered under Federal securities laws or qualified under any state securities law. Any sale would be required to be made in reliance upon exemptions under those laws. Unless a Company’s securities are registered with the SEC and any required state authorities, or an appropriate exemption from registration is available, if you receive Company Securities in a distribution from a Company or Fund, you may be unable to liquidate those securities, even though your personal financial condition may dictate such liquidation. Moreover, the resale of any Company securities will generally be subject to Section 4(a)(7) of the 1933 Act or Rule 144 of the 1933 Act. If you intend to sell Company securities distributed to you by a Company or Fund, you may be required to aggregate your sales with sales made by other investors for some period of time following the distribution, which may restrict your ability to liquidate the Company securities. Therefore, if you require liquidity in your investment, you should not invest in a Company or Fund.

3.6.6 Restrictions on Transfer

Interests in Companies generally cannot be traded and cannot be redeemed. Your ability to transfer interests in Companies may be subject to contractual, legal and regulatory restrictions. There is a possibility that your interest in a Company or Fund may only be transferred with the prior written authorization of Brokers, which may be withheld in their absolute discretion. You may not be able to transfer your interests in a Company or Fund at the time or at the price you seek to make a transfer of your interests. You typically must hold your interest in a Company or Fund until a liquidation event has occurred.

3.6.7 No Control Over Management of Companies

You will not have any right to manage, influence or control the management or operations of Companies. In particular, you will have limited voting rights associated with your interests in a Company or Fund, but in any event will not have voting powers to direct the management of the Company. Further, Brokers typically will not obtain representation on the board of directors or have any control over the management of any Company. The success of any Company or Fund or Company investment depends on the ability and success of the management of the Company, in addition to economic and market factors.

As investment manager of each Company or Fund, Fund or Company managers make all investment and other decisions for each Company or Fund, including (without limitation) whether and on what terms to dispose of Company securities held by a Company or Fund, whether to exercise any conversion, warrant or similar rights on any Company securities held by a Company or Fund, and whether and how to vote on any proxy or other voting matters related to the Company. Except as required by law, you have no right to remove Brokers or Fund managers from its role with respect to a Company or Fund. You should not invest in a Company or Fund unless you are willing to entrust all aspects of the management of the Company or Fund to others. Any determination as to whether to distribute securities, or sell the securities and distribute cash, may be made by the Fund managers or Brokers, in their sole discretion.

Other Company or Fund managers may, in their sole discretion, determine whether to offer follow-on and other related investment opportunities in a Company to some or all of the investors in a Company or Fund that previously invested in securities of that Company, or to investors who did not invest in that prior Company or Fund.

3.6.8 No Control Over Company Future Valuation

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

3.6.9 Investor Expenses That May Not Be Incurred through Other Listings and/or Direct Purchases of a Company Securities

In general, by purchasing interests in Companies through the links in the Site, investors will may be charged certain fees that they may not have been charged if making such investments without the use of the links in the Site. Crowdigy LLC and it’s affiliates or subsidiaries do not make any commission or fees off any expenses or purchases by Investors through links on Site.

3.6.10 Expenses Charged to a Company or Fund

Each Company or Fund may allocate certain extraordinary fees and expenses under the terms of its governing documents. Such fees and expenses will be allocated among the investors in a Company or Fund in accordance with terms of the governing documents. Such fees or expenses may reduce, perhaps materially, your return on investment.

3.6.11 Limited Information About Companies

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Company. Any decision to purchase Company securities indirectly through a Company or Fund must be made without certainty of the Company’s financial and operating data. In the context of other investment decisions, such data might be a necessary part of an investor’s appraisal of the advisability of making an indirect investment in the Company. Investors considering an investment in a Company or Fund must be aware that there is a risk that: (i) there are facts or circumstances pertaining to a Company that the public, the Company or Fund and you are not aware of, and (ii) publicly available information and information on the Site concerning the Company upon which you and/or the Company or Fund rely may prove to be inaccurate, and, as a result, you may suffer a partial or complete loss of the investment.

You should read and understand the risk factors contained in the Company Information before investing in a Company or Fund. Each Company is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in a Company or Fund. Neither Crowdigy Advisors and Crowdigy LLC nor any of its affiliates has any ability to assure, and has not in any way assured, that any or all such risk factors, conflicts of interest and other disclosures have been presented fully and fairly, or that all applicable risk factors or conflicts of interests have been presented at all.

3.6.12 No Assurance of Profit Distributions

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

3.6.13 Lack of Performance Record

Each Company or Fund is a newly formed entity with no performance record.

3.6.14 A Company or Fund Does Not Offer a Complete Investment Program

A Company or Fund investment is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.

3.6.15 Potential Liability to Return Prior Distributions

Under the Delaware Limited Liability Act or other governing laws, members of a series of a limited liability company such as a Company or Fund may be liable to return prior distributions made to them by a Company or Fund in the event that such Company or Fund becomes insolvent subsequent to the date of such distributions.

3.6.16 Possibility of Phantom Income

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

3.6.17 Lack of Regulatory Oversight Regarding Reg D Listings and Offering Materials

Offering documents provided by Companies engaging in Reg D Listings are not required to be reviewed by, and are not reviewed by, the SEC or any other federal or state regulatory body. Neither the interests in Companies or Funds nor the underlying Company securities in which Companies invest may have been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction.

3.7 Reserved.

3.8 EMPLOYEE BENEFIT PLAN CONSIDERATIONS

Individual retirement accounts ("IRAs") are "benefit plan investors," as that term is defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and are permitted to invest in the Company or Funds listed on Site. However, it is not expected that the assets of a Company or Fund will be treated as "plan assets" of such benefit plan investors for purposes of the fiduciary responsibility standards and prohibited transaction restrictions of ERISA and the parallel prohibited transaction excise tax provisions of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"). Each Company or Fund will limit investments by IRAs and other benefit plan investors so that such investments constitute less than 25% of the value of Company or Fund’s assets.

3.9 TAX CONSIDERATIONS

YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING INTERESTS IN ANY INVESTMENT, COMPANY OR FUND.

4. AGREEMENTS WITH RESPECT TO REG CROWDFUNDING LISTINGS

4.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that, while Brokers through links on the Site will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, and/or your prior participation in Reg CF Listings in the prior 12 months when determining whether to permit you to participate in a particular Reg CF Offering.
You acknowledge that you are limited in the amount you may invest in listings under Reg CF over any 12 month period and that, even though Crowdigy Portal or Site will ask you about these investment amounts and store data regarding such amounts on the Site, you alone are responsible for complying with all investment limitations applicable to all such Listings, both through the Site and not through the Site;
You understand that any investment you make in a Reg CF Offering on the Site will be in a security of the particular Company ("Company Securities") or securities of an SPV that subsequently purchases Company Securities, and that neither Crowdigy Portal, the Site nor any of its affiliates will determine the Offering Terms or be involved in the management of the Company
You represent that you have or you will review the educational materials provided to you on the Company offering pages through the site links or Broker prior to making each investment in a Reg CF Offering.

4.2 INVESTOR REPRESENTATIONS

You represent and warrant to Crowdigy Portal (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Crowdigy Portal or any Third Party Funding Portal (as applicable) in determining whether you are eligible to invest in Listings that are listed on the Site. You represent that you are using the Site with the intent to explore and research any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Company. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect (including with respect to other investments made by you under Reg CF in the prior 12 months), then prior to investing in Companies through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Companies listed on the Site. You acknowledge that Companies in which you invest may rely, and that Crowdigy Portal, any Third Party Funding Portal (if applicable) and their principals, affiliates, and other parties may rely, on the information you have provided to Crowdigy Portal or any Third Party Funding Portal in your Investor Certification to determine if you are eligible to invest in Companies. You represent that you have read and understand the risks contained in the Company Information.

4.3 CHOOSING AND MAKING INVESTMENTS

4.3.1 Services of Crowdigy Portal with Respect to Reg CF Listings

Crowdigy LLC or Crowdigy Portal operates the portions of the Site that present Reg CF Listings by Companies. Members may be clients of Crowdigy Advisors or Crowdigy LLC. Although Crowdigy Portal evaluates potential Companies and determines which Companies will be able to engage in Reg CF Listings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Company or a recommendation that Members invest in any particular Company, and does not establish an advisory relationship between you and Crowdigy Portal.

Further, you agree clients or Companies labeled as “Sponsored” on Site only represent preferential placement with certain features and functionality for respective Companies and you agree this does not constitute an endorsement of any particular Company or a recommendation that Members invest in any particular Company, and does not establish an advisory relationship between you and Crowdigy Portal or Crowdigy LLC.

For all Companies listed on the Crowdigy Portal Site, Crowdigy Portal performs a limited review of the information provided by each Company to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether Crowdigy Portal has a reasonable basis for believing that the Company complies with Reg CF). The information reviewed includes all information in the Company’s profile and in its Form C. This review is not intended to verify any information provided by the Companies regarding their operations, assess the likelihood that a Company will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Crowdigy LLC nor its affiliates performs any separate due diligence on the Companies. Some of the Companies listed on the Crowdigy Portal Site may have been considered for, but not listed by a Third Party Funding Portal.

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

You also acknowledge that none of Crowdigy Portal, Crowdigy LLC, any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Crowdigy Portal, any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither Crowdigy Portal, Crowdigy LLC nor any Third Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

4.3.2 Investments in Reg CF Listings through Company Securities

In Reg CF Listings, links to third parties provide Companies an opportunity to raise funds by allowing Members to invest either (i) directly in Companies seeking capital or (ii) in SPVs (as defined below) which in turn invest in Companies (as further described in Section 7 below), from both accredited and non-accredited investors. Companies seeking to raise money through Reg CF are limited to raising a maximum of $5 million through Reg CF Listings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 4.3.8 – "Investor Eligibility Requirements."

Members participating in Reg CF Listings (or SPVs through which Members invest, as applicable) will invest in Company Securities, which will be debt, equity, or convertible securities issued by the Company. The terms of the Company Securities purchased in Reg CF Listings will vary depending on the type of security offered by a Company. Investors should carefully consider the terms of the Company Securities in which they invest (directly or via an SPV) and read the educational materials available on the Site about each type of security.

The terms of your investment will be set forth in the Company Information and will be governed by the investment contract between you and the Company (or the SPV, as applicable). The Company may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a bank for the benefit of the Company and other Companies raising funds through third parties, NOT Crowdigy LLC or the Site.

4.3.3 Limitation on Subscriptions

You acknowledge that no Company for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds may be returned to you without interest in a manner determined in the sole discretion of the Company.

4.3.4 Aggregate Subscriptions

With respect to any Reg CF Listings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in any 12 month period under Reg CF, as discussed further below in Section 4.3.8.

4.3.5 Limitation of Liability and Indemnification

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

4.3.6 Fees Charged in Respect of Reg CF Listings

Third parties, Brokers and portals from Site links may charge a fee to each Member who invests in a Reg CF Listings, which will be a percentage of the amount the Member invested at the time each Reg CF Offering closes. You acknowledge that Crowdigy Portal and Crowdigy LLC, do not manage, solicit, receive nor are responsible for any such fees from third party sites, Brokers, or transactions that may occur as a result of any engagements with investment related activities.

4.3.7 Subscribing for Company Securities

The Company Securities offered to Members (directly or via an SPV) in Reg CF Listings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Companies will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $100 at a minimum.

4.3.8 Investor Eligibility Requirements

In accordance with Reg CF’s requirements, you are not permitted to invest more than a certain amount in listings made under Reg CF (including those not made through the Site) during any single 12 month period, which amount is determined based on your own financial circumstances. In particular, if your annual income or net worth is less than $107,000, you may only invest a maximum amount equal to the greater of $2,200 or 5 percent of the greater of your annual income or your net worth. If both your annual income and net worth are equal to more than $107,000, you may only invest a maximum amount equal to 10 percent of the greater of your annual income or net worth, but you may not invest more than $107,000 through all Reg CF listings.

Further, you understand and agree that Brokers are permitted under Reg CF to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Reg CF Offering.

4.3.9 Investor Contract Amendments

You understand and agree Crowdigy LLC and Crowdigy Portal have no relationship or interest in any contracts, amendments or other legal obligations between any Reg CF Offering and you or any other Member on Site. Furthermore, you agree that Crowdigy LLC and Crowdigy Portal do not provide any legal advice, recommendations or endorsements regarding any behaviors, determinations or decisions regarding any Investment contracts from links on the Site, Brokers or third parties.

4.4 RISKS ASSOCIATED WITH REG CROWDFUNDING LISTINGS

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

4.4.1 General

An investment in a Company involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Company is not intended as a complete investment program. Companies are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

4.4.2 No Guarantee of Investment Returns

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

4.4.3 Restrictions on Resale or Transfer

The Company Securities may be issued in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. Company Securities purchased through links through the Site in Reg CF Listings may be restricted and may not be able to be resold, pledged, assigned or otherwise disposed of during the one-year period starting with the date of purchase, unless they are transferred: (1) to the Company itself; (2) to an "accredited investor" (as defined in as defined in Regulation D under the 1933 Act); (3) in connection with a registered offering of the Company Securities with the SEC; (4) to a family member of the Member, or to a trust of the Member or one of its family members; or (5) in connection with the Member’s death or divorce.

However, even if you are able to sell or transfer your Company Securities, there is a limited market for the sale of a Company Securities, and there is no guarantee that a market will develop in the future for the Company Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Company.

4.4.4 No Control Over Management of the Companies

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

4.4.5 No Control Over Company Future Valuation

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

4.4.6 Limited Information About Companies

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

4.4.7 No Assurance of Profit

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

4.4.8 Direct Investment in Companies in Reg CF Listings

In Reg CF Listings, Members will invest in the securities of Companies either directly or via a SPV. The Company will not be managed by Crowdigy Portal, Crowdigy LLC ,or any of its affiliates in any respect. The terms of any investment in a Company effected through a Reg CF Offering will be set by the Company, and to the extent any negotiation occurs, it will be solely between a Member and the Company.

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

Crowdigy Portal and Crowdigy LLC are not Brokers and as such, are not registered as funding portals with the SEC and are members of the Financial Industry Regulatory Authority ("FINRA"). Brokers and Third Party Funding Portals who manage investemtn transactions ARE registered as funding portals with the SEC and are members of the Financial Industry Regulatory Authority ("FINRA") and as such, must submit certain information and materials to FINRA and the SEC and are subject to examination by FINRA and the SEC. In addition, Companies must file with the SEC a disclosure document called a Form C and updates and amendments to the Form C. However, the funding portal regulatory regime and the Form C are not as comprehensive as the regulatory regime and disclosure documents that apply to listings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered listings.

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

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

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

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

4.4.12 Possibility of Phantom Income

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

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

Each Company will disclose in the Company Information the particular risks associated with an investment in the Company. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING COMPANY OR SPV SECURITIES.

4.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG CF LISTINGS

4.5.1 General

Crowdigy Portal will facilitate discovery of Reg CF Listings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Crowdigy Advisors, Crowdigy LLC, and Crowdigy EU. Each of Crowdigy Portal, Crowdigy Advisors and Crowdigy LLC, Crowdigy LLC, and Crowdigy EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Crowdigy Portal and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Company.

5. AGREEMENTS WITH RESPECT TO REG A+ LISTINGS

5.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that, while Crowdigy LLC and its affiliates will verify such information to the extent such verification is required under applicable law, they may rely on the truthfulness of your representations regarding your income and net worth when determining whether to permit you to access a particular Reg A+ Offering.
You understand and acknowledge that, while Brokers and Third Party Portals and their affiliates will verify such information to the extent such verification is required under applicable law, they may rely on the truthfulness of your representations regarding your income and net worth when determining whether to permit you to participate in a particular Reg A+ Offering.
You understand that any investment you make in a Reg A+ Offering on the Site will be made directly in Company Securities, and that neither Crowdigy LLC nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Company.

5.2 INVESTOR REPRESENTATIONS

You represent and warrant to Crowdigy LLC that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Crowdigy and its affiliates in determining whether you are eligible to invest in Listings that are listed on the Site. You represent that you are using the Site with the intent to explore potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Company. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in Companies through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Companies listed on the Site. You acknowledge that Companies in which you invest may rely, and that Crowdigy, Companies, and their principals, affiliates, and other parties may rely, on the information you have provided to Crowdigy in your Investor Certification to determine if you are eligible to invest in Companies. You represent that you have read and understand the risks contained in the Company Information.

5.3 CHOOSING AND MAKING INVESTMENTS

5.3.1 Services of Crowdigy with Respect to Reg A+ Listings

Crowdigy operates the portions of the Site that present Reg A+ Listings by Companies. Companies may or may not be clients of Crowdigy. Although Crowdigy evaluates potential Companies and determines which Companies will be able to engage in Reg A+ Listings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Company or a recommendation that Members invest in any particular Company, and does not establish an advisory relationship between you and Crowdigy or any of its affiliates. Furthermore, in the event Companies are clients of Crowdigy LLC or Sponsor or are labeled “Sponsored” in listings, you agree that any such occurrences does not constitute an endorsement of any particular Company or a recommendation that Members invest in any particular Company, and does not establish an advisory relationship between you and Crowdigy or any of its affiliates.

For all Companies available for investment through Reg A+ Listings, Crowdigy performs a limited review of the information provided by each Company to determine whether it is appropriate for inclusion on the Site. The information reviewed includes information regarding a Company’s Founders, business plan, its current and anticipated resources, and, on a high level, its Offering Circular. This review is not intended to verify any information provided by the Companies regarding their operations, assess the likelihood that a Company will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Crowdigy does not perform any separate due diligence on the Companies, and the Companies are solely responsible with providing Members, Brokers and Third Party Portals, in the Company Information, with all material information regarding the Company and to update the Company Information with respect to any material changes to the information contained therein.

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

You also acknowledge that none of Crowdigy or its affiliates advises Members on the merits of a particular investment or transaction or provide legal, tax, or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Crowdigy or its affiliates to buy or sell any securities or other financial instruments. Crowdigy does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

5.3.2 Investments in Reg A+ Listings through Company Securities

In Reg A+ Listings, Crowdigy provides Companies an opportunity to raise funds by allowing Members to discover opportunities to invest directly in Companies seeking capital from both accredited and non-accredited investors through links on Site and through Third Party Portals or Brokers. Companies seeking to raise money through Reg A+ will either choose to engage in a "Tier 1 Reg A+ Offering" or a "Tier 2 Reg A+ Offering." Companies engaging in Tier 1 Reg A+ Listings are limited to raising a maximum of $20 million through Reg A+ Listings in a single 12 month period. Companies engaging in Tier 2 Reg A+ Listings are limited to raising a maximum of $75 million through Reg A+ Listings in a single 12 month period, and are subject to certain investment limitations for non-accredited investors, as described below in Section 5.3.8 – "Investor Eligibility Requirements." Companies engaging in Reg A+ Listings must have their Offering Circular (which will be included in the Company Information) qualified by the SEC prior to closing a Company Securities offering.

Members participating in Reg A+ Listings will invest in Company Securities. While Company Securities purchased in Reg A+ Listings may earn a set interest rate, they are not expected to have any required regular payment obligations by the Company or any specified maturity date. Members are expected to achieve a return on their investment (if any) upon conversion of the Company Securities to another type of instrument during a Liquidity Event, at which time Members will receive funds (if applicable) in exchange for their Company Securities.

Other than requiring that Companies engaged in Reg A+ Listings use this basic structure, the terms of Members’ investment in Companies will generally not be negotiable. The terms of your investment in the Company will be set forth in the Company Information and will be governed by the investment contract between you and the Company, pursuant to which you will make certain representations to the Company. Crowdigy or the Company may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank account into a bank account maintained either by the Company itself or by a Third Party Service Provider. Crowdigy LLC nor it’s subsidiaries or affiliates are responsible for any portion or part of any investment transaction of Members.

5.3.3 Limitation on Subscriptions

You acknowledge that no Company for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on your investment contract may be accepted, or your subscription may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Company.

5.3.4 Aggregate Subscriptions

With respect to any Tier 2 Reg A+ Listings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in a single Reg A+ Offering under Regulation A, as discussed further below in Section 5.3.8.

5.3.5 Limitation of Liability and Indemnification

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

5.3.6 Fees Charged in Respect of Reg A+ Listings

Crowdigy will not charge a fee to Members who invest in a Reg A+ Listings. It is possible that each Company that participates in a Reg A+ Offering may charge fees to Members, and such fees will be disclosed in the Company Information provided wherever they process or present terms of their offering on Third Party Portals or with their Broker.

5.3.7 Subscribing for Company Securities

Companies will generally set a minimum subscription amount for investment for each Fundraising.

5.3.8 Investor Eligibility Requirements

In accordance with Regulation A’s requirements, if you are not an "accredited investor," you are not able to invest more than either 10 percent of your annual income or 10 percent of your net worth, depending on which amount is greater, in a Tier 2 Reg A+ Offering. If you are an entity, you will not be able to invest more than either 10 percent of your revenue or 10 percent of your net assets, depending on which amount is greater. You acknowledge and understand that Crowdigy and its affiliates are permitted under Regulation A to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Tier 2 Reg A+ Offering. Any investor can invest any amount in a Tier 1 Reg A+ Offering.

5.4 RISKS ASSOCIATED WITH REG A+ LISTINGS

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

5.4.1 General

An investment in a Company involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Company is not intended as a complete investment program. There can be no assurance that the investment objective of any Company will be met. Companies are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

5.4.2 No Guarantee of Investment Returns

None of Crowdigy or any of its affiliates guarantees the future performance or financial results of any Company, and an investment in a Company may result in a gain or loss upon termination or liquidation of your investment.

5.4.3 Restrictions on Resale or Transfer

Securities sold in Reg A+ Listings are not "restricted securities" under the Securities Act, and are freely tradeable, subject to certain restrictions:

With respect to a Company’s initial Reg A+ Offering (whether or not it was presented on the Site), and any additional Reg A+ Listings of such Company during the first 12 months thereafter, the aggregate sales by holders of Company Securities (including affiliates of the Company) in respect of any Reg A+ Offering of such Company may not exceed 30 percent of the aggregate offering price of the particular Reg A+ Offering.
After the expiration of the 12 month period referred to above, affiliates of such Company (but not other selling Company Security holders) will be limited to selling no more than $6 million over any 12-month period in respect of a Tier 1 Reg A+ Offering and no more than $15 million over any 12-month period in respect of a Tier 2 Reg A+ Offering.

These restrictions may limit your ability to liquidate Company Securities. Therefore, if you require liquidity in your investment, you should not invest in Company Securities.

5.4.5 No Control Over Management of the Companies

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

5.4.6 No Control Over Company Future Valuation

5.4.7 Limited Information About Companies

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

5.4.8 No Assurance of Profit.

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

5.4.9 Lack of Involvement of Crowdigy in Reg A+ Listings

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

5.4.10 Lack of Regulatory Oversight of Reg A+ Listings and Offering Materials

Companies must file their Offering Circulars with the SEC, which must be qualified by the SEC before Companies may close on their Reg A+ Offering. However, the regulatory regime surrounding Regulation A is not as comprehensive as the regulatory regime and disclosure documents that apply to listings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered listings.

5.4.11 Review of Reg A+ Offering Documents by Crowdigy and Qualification by the SEC No Indicator of Likely Success of Company or Guarantee of Investment Returns

Under Regulation A, certain offering materials are required to be submitted to, and qualified by, the SEC and provided to prospective investors, including the Offering Circular. As noted above, Crowdigy will perform a limited review of Companies, including the information proposed to be provided to potential investors, to determine whether to permit a Company to engage in Reg A+ Listings on the Site. However, neither the SEC nor Crowdigy will be reviewing any Company’s Offering Circular or other offering materials with the view to determine the likelihood of success of the Company’s business strategy or the likelihood that it will generate investment returns. Further, the review and approval of a Company’s Offering Circular by the SEC under Regulation A does not indicate the SEC’s endorsement of such Company or its view with regard to the likely financial performance of the Company or the advisability of investing in such Company, and is not a guarantee of investment returns.

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

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

5.4.12 Possibility of Phantom Income

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

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

5.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG A+ LISTINGS

5.5.1 General

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

6. Reserved.

7. Reserved.

8. Reserved.

9. Reserved.

C. COMPANY AGREEMENT

I have read the Terms of Service (the "Terms of Service") and understand that the Terms of Service govern my use of the Site and the Services (as those terms are defined in the Terms of Service). If I am accessing the Site and/or using the Services on behalf of a Company (as defined in the Terms of Service), my agreement to this Company Agreement will be treated as the agreement of both me as an individual and for Company, and all references to "I" or "you" herein shall include Company.

I represent and warrant to Crowdigy LLC and Crowdigy Portal LLC (together, with their affiliates, "Crowdigy") that the information submitted about my Company is correct and complete, and that I have the requisite authority to make decisions on behalf of my Company. I understand and agree that if any event occurs or circumstance arises that causes the information in Company's profile to be untrue or misleading in any material respect, then I must update such information to make it true and correct in all material respects prior to using the Site or any Services to raise capital. I agree that I am fully responsible for the accuracy of any information related to Company that I upload, and I am fully responsible for any and all consequences and claims related to any investment that is made in Company through the Site in reliance upon such information.

I UNDERSTAND THAT THE OFFER AND SALE OF SECURITIES – INCLUDING, WITHOUT LIMITATION, STOCK, OPTIONS, CONVERTIBLE DEBT, WARRANTS AND OTHER SIMILAR INSTRUMENTS – IS REGULATED BY FEDERAL AND STATE LAW ("SECURITIES LAWS"), AND THAT IF I USE THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES I MUST DO SO IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

I UNDERSTAND THAT CROWDIGY, IN ITS SOLE DISCRETION AND FOR ANY REASON, RESERVES THE RIGHT TO REMOVE THE COMPANY’S ACCOUNT OR LISTING AT ANY TIME.

I UNDERSTAND THAT CROWDIGY MAKES NO REPRESENTATION OR WARRANTY THAT TRANSACTIONS CONDUCTED THROUGH THE SITE OR THROUGH THIRD PARTIES WILL BE IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS. I ACKNOWLEDGE THAT USE OF THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES DOES NOT CONSTITUTE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, AND MAY VIOLATE APPLICABLE SECURITIES LAWS IN CERTAIN JURISDICTIONS.

I UNDERSTAND THAT CROWDIGY LLC IS NOT A "BROKER", "DEALER" OR "FUNDING PORTAL," AS THOSE TERMS ARE DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. I UNDERSTAND THAT CROWDIGY PORTAL, LLC IS A "FUNDING PORTAL" BUT IS NOT A "BROKER" OR A "DEALER"

IN ADDITION TO, AND NOT IN LIMITATION OF, THE DISCLAIMERS, EXCLUSIONS ON WARRANTIES AND LIMITATIONS ON LIABILITY SET FORTH IN THE TERMS OF SERVICE, I AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW CROWDIGY SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM OR RELATED TO ANY TRANSACTION IN SECURITIES CONDUCTED THROUGH THE SITE.

In addition to, and not in limitation of, the indemnity set forth in the Terms of Service, I agree to defend Crowdigy LLC, Crowdigy Portal, LLC, and their subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, stockholders, members, agents, partners and employees (the "Crowdigy Indemnitees"), from and against any and all claims, actions, suits, demands or other proceedings brought by or on behalf of any third party, and to indemnify and hold the Crowdigy Indemnitees harmless against any losses, liabilities and other damages (including, but not limited to, reasonable attorneys' fees), in any case arising out of or related to my use of the Site and the Services in connection with any transaction in securities. I understand this defense and indemnification obligation will survive following the termination of my use of the Site and the Services.

I understand that my use of the services of Crowdigy LLC or Crowdigy Portal LLC, obligates me and my Company to provide notice to Crowdigy about any upcoming financing rounds or significant transaction like mergers and acquisitions.

I agree that Crowdigy LLC or Crowdigy Portal LLC, as the case may be, shall have the right, but not the obligation, to list Company on the Site as a customer who uses the Services and in other materials promoting the Services. I further agree that if I use the Site to raise capital for Company, Crowdigy LLC or Crowdigy Portal, LLC has the right, during and after the term of this Agreement, to list Company and details of the transaction on the Site and in other materials promoting the Services.

PRIVACY POLICY

Effective March 17, 2025

This privacy policy ("Privacy Policy") describes how Crowdigy LLC, Crowdigy Portal LLC, Crowdigy Advisors and Crowdigy LLC LLC, Crowdigy Investments Ltd, and Crowdigy EU B.V. ("Crowdigy" "we" "us" or "our") collect, use, and share information about users of our websites, including Crowdigy.com, our Apps and our associated services (collectively, our "Site" and "Services"). We are committed to protecting and respecting your privacy. To understand more about the roles we carry out in handling personal information, please see the Contact Us section. By using our Site and Services, you acknowledge you have read and understood this Privacy Policy and our practices described below. Your use of our Site and Services is also subject to our Terms of Use. Please note that any user information shared with one of our entities may be shared among the other Crowdigy entities. Please review Crowdigy’s Privacy Notice for a summary of our practices regarding the personally identifiable financial information we collect about you in connection with our services.

Information We Collect about you

Information you provide us.

When you use our Site, our Services or otherwise choose to interact with us, we receive personal information about you such as when you register for and create a profile on our Site. Personal information means information from which you may be identified both directly (from that information alone) and indirectly (when different pieces of information are combined).

We may collect and process the following personal information from you:

Name and contact. This information may include your name, address phone number, email address, social media handle that you provide if you fill in forms on our Site or otherwise contact us.
Account login details. If you choose to sign up and create an account, we will collect your name, chosen username and password.
Account profile details. On your Crowdigy profile, you can make additional optional personal details available including a photo, biography, links to a personal website or blog, details of your skills, investment goals and interests, and other similar information.
Identity details.We may need to collect certain information to verify your identity, including your name, date of birth, applicable tax or other national issued identifiers, Social Security number, and /or other legally recognized identity documentation such as your driver’s license.
Investor details.To ensure compliance with legal requirements, we may need to collect your net worth, income and other information necessary to verify your investor accreditation or sophistication status.
Transaction details. If you choose to invest in an offering through our Site, we will collect payment information from you, such as financial account information or payment card information, and we may collect information to verify your income, such as a bank statement or W-2 form. Please note that we do not store your payment card information, but we do store other financial information. If you choose to add an investment entity to your Account profile, we will also collect information about the entity.
Founder business details. If you would like to raise funding for your business with our Site and Services, we will collect information about your business, including other officers and stockholders, business financial statements, your fundraising terms, and payment and banking information.
Compliance information. We may need to request information in connection with business legal and regulatory risk checks.

We also collect information when you post questions or comments on our Site, send or receive direct messages from other users or when you contact us, including via email, or social media.

We will indicate whether information is required or voluntary on the Site

When you visit our Website.

We may automatically collect certain information when you use our Site including:

Interaction information about your use of our Site, including the full Uniform Resource Locators (URL) clickstream to, through and from our Site including the actions you take, the pages or other content you view, search for or otherwise interact with, content response times, and the dates and times of your visits.
Technical and device information,such as you IP address used to connect your device to the internet, operating system information and web browser and /or device type, version and time zone setting and language.
Location information,we may derive your regional location from your IP address.
Cookies and similar technologies,When you visit our Site, we and our service providers collect certain information through the use of "cookies" and other similar technologies to better understand how our users navigate through our Site, learn what content is being viewed and administer and improve our Site and Services. Cookies are small text files that web servers place on an internet user's device that are designed to store basic information and recognize your browser. We use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Site. We use cookies /and other similar technologies either alone or in combination with each other to create a unique ID which corresponds to you. For more information see the 'Use of cookies and other technologies' section below.

Information from other sources.

Social Media, If you make your personal information publicly available, such as information posted to social media sites when you tag us, or otherwise interact with our social media channels and posts, for example by liking a post, we may collect personal information such as your social media profile name and picture or content you post, like and reactions to your posts.
Third Party Integration, If you decide to register through or otherwise grant access to a third party social networking or authentication service that we may make available ("Integrated Service"), such as Facebook, LinkedIn, Twitter or Angellist, we will collect certain personal information that you have provided to the Integrated Service (such as your name, email address, photo and other information you make available via the Integrated Service) and an authentication token from the Integrated Service. The personal information collected from the Integrated Service may be used to register you on our Site and to provide some of the features of our Site. You may revoke our access to your account on the Integrated Service at any time by updating the appropriate settings in the account preferences of the respective Integrated Service. You understand that certain features of our Site may not be available to you if you choose to remove our access to your account with the Integrated Service.
In order to provide the Services on our Site, including verifying your identity and other information you provide us or in conducting any required checks (including in the context of checks against international sanctions, exposed persons or export control registers), we collect information about our users from third parties, such as Blockscore, LexisNexis, and Onfido, and combine it with other information we received from or about our users.

How we use Information we Collect

We may use the information we collect for the following purposes:

Information you provide us.

To take steps to enter into any contract or carry out obligations arising out of our terms with you including to:

administer your account with us
process payments
notify you about changes to our Services
keep a record of transactions

To comply with legal obligations to which we are subject including:

identity and/or business verification checks
record keeping requirements
cooperating with regulatory authorities

Where necessary in our legitimate interests

In providing the information you request from us, including responding to any queries you have submitted
in managing corporate risk, security and compliance operations
to enforce this Privacy Policy or other terms to which you have agreed, and to protect the rights, property or safety of us, our Site our users, or any other person.

With your consent, where required, for example to send you our marketing communications.
Unless we are required to obtain your consent, we will use this information in our legitimate interests where we have considered these are not overridden by your rights to:

provide, improve and personalize our Site
monitor and analyze usage trends and preferences
keep our Site and Services safe and secure
measure or understand the effectiveness of our communications or advertising to you and others and to deliver relevant advertising to you

Information from other sources

Unless we are required to obtain your consent, we will use this information in our legitimate interests where we have considered these are not overridden by your rights:

We may use information obtained via social media channels for our own analysis and marketing purposes.

Use of Cookies and other Technologies

Necessary Cookies

Intercom – we use intercom so that users of our Site can communicate with our customer support team via our live chat function
Stripe - we use Stripe to handle payment processing. Stripe uses cookies to authenticate users and protect against fraud.
Vitesse - we use Vitesse to handle payment processing. Vitesse may use cookies to authenticate users and protect against fraud.
Plaid – We use Plaid to connect and verify banks accounts.
Sift – We use Sift to help us detect spam and fraud.
Crowdigy First Party Cookies – We use these cookies for user login.
Cloudflare – We use this for attack and spam prevention.

Analytics cookies

Google Analytics cookies enable us to recognise and count the number of visitors and to see how they engage with our Site content and features. This helps us for our legitimate interests of improving the way our Site works, in order to provide you with the most relevant content. For example, ensuring that users are finding what they are looking for easily. You can find more information on how Google uses data from these cookies including about how to opt-out at the below links:
https://google.com/policies/privacy/partners/.https://tools.google.com/dlpage/gaoptout
Fullstory – Analytics cookies enable us to see a visual representation of how users are interacting with our Site. This helps us for our legitimate interests of fixing technical issues and improving the operation of our Site. You can find more information on how Fullstory uses data from these cookies including about how to opt-out at the below links:
https://fullstory.com/legal/privacy-policy https://fullstory.com/optout/
Active Campaign– we use Active Campaign to track engagement by visitors to the Site and to manage enquiries from our Site and our relationships with our founders and investors for our CRM platform. You can find more information on how Active Campaign uses data from these cookies including about how to opt-out at the below link:
https://www.activecampaign.com/legal/privacy-policy
Sendgrid Analytics – This is a service provided by Twilio as part of email distribution services that monitor user engagement with our emails and the performance of our email campaigns. You can find more information on how Sendgrid uses data from these cookies including about how to opt-out at the below link:
https://www.twilio.com/en-us/legal/privacy

Advertising cookies

Google advertising cookies are used to show you our ads on other websites across the Internet. These ads may be directed to you based on your past visits to our Site and your use of our Site. You can find more information on how Google uses data from these cookies including about how to opt-out at the below links:
https://google.com/policies/privacy/partners/.https://adsettings.google.com/

Social networking cookies

These cookies help us to manage our social media, including enabling you to share content and enabling us to understand how you interact with us.

Facebook – we use Facebook cookies and pixels to help deliver our advertising on Facebook. This means you may see our ads when you use Facebook because you have visited and then visited Facebook. These cookies also tell us if you come to our Site after having clicked on an advertisement on Facebook. We also work with Facebook to deliver our ads to Facebook users who match against certain criteria which Facebook identify. Please visit your Facebook privacy settings to learn more and see here: https://facebook.com/policy.php
X – we use Xcookies to deliver our ads on the Twitter platform to you and to those other Twitter users who might be interested in our Services based on their online activities including on the Twitter platform. Please visit your own Twitter privacy settings to configure how ads are displayed to you and also see here https://help.x.com/en/safety-and-security/privacy-controls-for-tailored-ads.

You can opt out of our service provider's use of cookies for directed marketing purposes by visiting the US Network Advertising Initiative's opt-out page at https://optout.networkadvertising.org/, the Digital Advertising Alliance's consumer choice tool at https://optout.aboutads.info or in Europe the European Interactive Digital Advertising Alliance (EDAA) programme at https://youronlinechoices.eu/. Please note that after opting-out, you may continue to see ads from those service providers, but they will not be based on your past activities.

You may choose to disable some cookies. The effect of disabling cookies depends on which cookies you disable. Please note that if you delete, or choose not to accept, all cookies from our Site, you may not be able to utilize certain features of our Site to their fullest potential. You can also consult your web browser settings to learn the proper way to modify cookie settings.

How We Share Information We Collect

We may make information available to:

Businesses You Invest In.

We may share your information with businesses that you invest in. The information about you that we share with the business you invest in may include your public profile information and your address, email address and tax/national issued identifier or Social Security number (if collected and necessary) including for compliance, tax and accounting purposes.

Other Users and the Public.

Please note that your profile page is viewable by other users and the public. For information on privacy settings available to you, please see the "Account Settings Choices" section below.
Any comments or information you submit or share on public areas of the Site, such as questions for founders, your bio, or a description of your business, can be read, collected or used by other users and the public. Please consider carefully the information you choose to submit or share on the public areas of our Site, such as investment pages or your public profile.
We also share your information with other users when you send or receive direct messages from other users.
Affiliates and Banks. In order to provide the services on our Site, we may share your information with other third parties, such as portfolio companies, investment banking firms, accountants and similar entities.
We use service providers to provide certain services to us and on our behalf and in accordance with our instructions. This includes in supporting our Services, in particular those providing Site data hosting services, fulfilment services, distributing any communications we send, fraud detection, facilitating feedback on our Services, advertising, marketing, analytics services and providing IT support services from time to time.
Payment processing providers who secure payment and bank transfer processing services. Note your payment card details are securely processed by the provider and not held by us.

We only provide our service providers and partners with information necessary for them to perform these services. Our analytics providers may collect information about your online activities over time and across different online services when you use our Site.

Change of control.

In the event that Crowdigy is merged or sold, or in the event of a transfer or sale of some or all of our assets, we may disclose or transfer information we collect in connection with the negotiation and/or conclusion of such a transaction.

Other disclosures.

We may disclose information about you to third parties if (a) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or governmental request, (b) to enforce our agreements, policies or terms of service, (c) to protect the security or integrity of our Site and Services, (d) to protect the property rights, and safety of us, our users, or the public, (e) to respond in an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person, or (f) to investigate and defend ourselves against any third-party claims or allegations.

Your Account Settings Choices

You can update the information you provided to us by accessing your account settings. Through your account settings, you can also hide some portions of your profile from other users or the general public on the Internet as well as hide your profile from search engines that collect information from our Sites.

You can also opt out of promotional or marketing email communications, including affiliate marketing, by clicking on the unsubscribe link in any email you receive from us, by updating your communication preferences through your account settings on our Site, or by contacting us at team@crowdigy.com

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