Last Updated March 1, 2019
Terms of Service
Jumpstart Securities LLC (www.jumpstartsecurities.com) (hereinafter "Jumpstart," "us";"our"; or "we") is a broker-dealer registered with the United States Securities and Exchange Commission ("SEC") and member of the Financial Industry Regulatory Authority ("FINRA"). Jumpstart provides broker-dealer services for participants in the Jumpstart Our Business Startups (JOBS) Act of 2012, including Rule 506(b) and 506(c) of Regulation D, Regulation A and Regulation Crowdfunding (the "Services").Each authorized user of the website and issuer of securities ("Issuer") acknowledge and agree that Jumpstart does not offer investment advice or make securities recommendations, or solicit purchases, sales or offers to buy securities. You agree and acknowledge that unless you have a separate brokerage account agreement with Jumpstart, we are not acting as a broker-dealer on your behalf and you are not a customer of JumpStart.
The Jumpstart Site
Use of Site and Services
Each Issuer who uses the Services represents and warrants to Jumpstart that it has complied with the disclosure, filing and securities exemption requirements of the federal securities laws. Each issuer is solely responsible for its obligation to disclose all material facts related to its securities offering. Each Issuer represents that: (i) it has complied in all material respects with all applicable securities laws, rules and regulations; and (ii) its offering materials do not contain any untrue statement of a material fact or omit to state a material fact required to be stated to make its statements not misleading in light of the circumstances under which the statements are made. Jumpstart and its Users are entitled to and will rely upon any representations made by each Issuer. Jumpstart makes no representations regarding whether any offering materials or other statements by Issuers are complete, truthful and accurate. Users of this site acknowledge that Jumpstart is not liable for and will not verify or investigate the accuracy and completeness of the offering material provided by the Issuer or the statements made by the Issuer.
Bad Actor Provision
Each Issuer warrants and represents that none of its predecessors, any affiliated Issuer(s), any director, executive officer, other officer of the Issuer participating in the offering, any beneficial owner of 20% or more of the Issuer's outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act of 1933) connected with the Issuer in any capacity at the time of sale nor any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, an "Issuer Covered Person" and collectively, "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifying events described in the federal securities laws (a "Disqualifying Event"). Each Issuer warrants and represents that it has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualifying Event. Issuer shall cooperate with Jumpstart in its due diligence obligations. The Issuer agrees to promptly notify Jumpstart in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Issuer's attention despite its reasonable efforts to discover.
Issuer securities offerings are only appropriate for sophisticated investors who are familiar with and willing to accept the high risks associated with private securities. Securities sold through Regulation D, Regulation A and Regulation Crowdfunding are not publicly traded and, therefore, are illiquid unless registered with the Securities and Exchange Commission. Additionally, private securities are often subject to restrictions on resale or transfer and include holding period requirements. Investing in private securities requires high risk tolerance, low liquidity needs, and long-term commitments. Users must have the ability to bear the loss of their entire investment without a change to their lifestyle. These private securities are not FDIC insured, may lose value, and there is no guarantee of success. The private securities have not been registered under the Securities Act of 1933, and rely on exemptions from registration requirements. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more securities exemption due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. The exemptions relied upon for such securities offerings are often dependent upon the accuracy of the representations of the Users in connection with the offering, including compliance with accredited investor requirements and, where applicable, investment limitations. In the event that any such representations prove to be untrue, the securities exemption relied upon by an Issuer in selling its securities may not be available and substantial liability to an Issuer could result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the Securities and Exchange Commission. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials and ask the Issuer directly any questions or request additional information. We cannot guarantee that Issuers will use the proceeds of any offering in accordance with the stated purpose. Users acknowledge and agree that we make no representations, warranties or provide any assurances that the offerings are made in accordance with Federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein.
Jumpstart may share deal and other revenue with registered broker-dealers and their associated registered representatives as permissible under the federal securities laws and FINRA rules. We do not, as a matter of regulatory requirements, share revenue with non-registered entities or persons. Any such revenue sharing arrangements are negotiated on an individual basis between Jumpstart and such registered entities or persons.
Financial or Other Advice
User agrees unconditionally that the contents of this site and Jumpstart's Services do not constitute financial, accounting, legal, or tax advice from Jumpstart. Investors are solely responsible for conducting any legal, accounting, tax, anti-fraud and other due diligence on deals in which they invest. You should always obtain investment and tax advice from your professional advisers before investing. Deals, and the investments you may make, are not FDIC, SIPC or otherwise insured or guaranteed, and may lose value or become worthless for a wide variety of reasons. That deals may be listed for viewing and possible investment on the Jumpstart Site, and that Jumpstart has, either directly or through a third-party, performed some basic due diligence, does not constitute an endorsement or recommendation, nor a representation about the quality or attractiveness of any investment.
User Conduct Requirements
Users are expressly prohibited from doing the following acts: (a) using the Jumpstart Site or any Services or tools if you are temporarily or indefinitely suspended from using the site, Services or any tools; (b)collecting personal information about other Users; (c) interfering with other Users; (d) posting false, inaccurate, misleading, defamatory, or libelous content.
JumpStart grants you a limited, revocable, non-exclusive, non-transferrable license to view, copy and print content on the site for personal, non-commercial purposes. JumpStart grants the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the site for the purpose of creating publicly available, searchable indices of site content. We reserve the right to terminate or limit your access to the site and the licenses granted here for any reason and in our exclusive and sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the site or the rights or use and enjoyment of the site by any other persons or entities in any manner. User shall not post offensive, illegal, harmful, threatening or personally identifying content on or through the site, including the following types of content, as determined by site in its discretion that is (a) patently offensive content or content that may promote racism, bigotry, hatred or physical harm of any kind against any group or individual, (b) harasses or advocates harassment, (c) solicits personal information from another User, (d) promotes information that the User knows is false or misleading or conduct that is abusive, threatening, obscene, defamatory or libelous, offensive, fraudulent, unlawful, threatening, disingenuous, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, gives rise to civil liability, or otherwise violates any law, (e) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities, or (f) contradicts the purpose of permitting prospective investors to an offering to share concerns, ideas or personal opinions regarding a prospective offering. Jumpstart will fully cooperate with any law enforcement authorities or court order requesting or directing site to disclose the identity of anyone posting any such information or materials on the site.
You may not use any computerized or automatic mechanism, including without limitation, any web scraper, offline reader, spider or robot, to access, extract, capture, or download any content from the site or Services. You agree not to use or launch any automated system that accesses the site in a manner that sends more request messages to Jumpstart servers in a given period of time than a person can reasonably create in the same period by using a conventional on-line web browser.
You are solely responsible for setting, managing and securing your passwords, and are fully responsible for all activities that occur under your profile name on the Jumpstart Site.
No Representations or Warranties
Jumpstart makes no representation or warranties as to the completeness or accuracy of the information posted on the site by Issuers or any third-party, including offering materials. To the maximum extent permissible by applicable law, Jumpstart assumes no liability or responsibility whatsoever for any errors or omissions in the content on the site. Jumpstart does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the site, and has not performed any investigation into such information. JumpStart shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the site is at your sole risk. You acknowledge and agree that JumpStart does not provide any representation, warranty or assurance that the offerings on the site are made in accordance with state and/or federal securities law, including the exemption from registration of private securities. Each Issuer is responsible for disclosing all material facts pertaining to the offering and that the offering is done in accordance with federal law and regulations promulgated by the Securities and Exchange Commission. Jumpstart has not reviewed all of the links provided on the site and is not responsible for the content of any off-site pages. Clicking on hyperlinks and visiting any off-site pages is done at your own risk.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of our site believes its copyright rights have been infringed on our site, the copyright(s) owner ("Complaining Party") should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
- A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
- Identification of the copyrights claimed to have been infringed;
- Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
- Identification of the material that is claimed to be infringing the Complaining Party's copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
- A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyrights that is allegedly infringed. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) ("DMCA"), Site's Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement:
Postal Address: Compliance, 3455 Peachtree Road NE, 5th Floor, Atlanta GA 30326
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA. Please note that this procedure is exclusively for notifying site and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. § 512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to firstname.lastname@example.org. Jumpstart may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.
Jumpstart owns and/or retains all proprietary rights in the Services and in the Content it publishes on its own behalf thereon, as well as all programming code, user-interface designs, database methodologies, and systems design. The Services also contains copyrighted material, trademarks, and other proprietary rights and property of Jumpstart and our partners, vendors, and licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, replicate, duplicate, or sell any such proprietary information. Furthermore, Jumpstart maintains the right to send you periodic emails, at frequencies determined solely by Jumpstart, which may include advertisements from Jumpstart and from third parties.
Disclaimer of Liability
Issuer's and User's use of the Jumpstart Site is solely at your own risk. Without limiting the generality of the foregoing, to the fullest extent permissible by applicable law, everything on the site is provided to you "as is," "as available," and "when available" without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. To the fullest extent permissible by applicable law, Jumpstart assumes no responsibility for, and shall not be liable for any damages to or viruses that may infect your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site.
IN NO EVENT SHALL JUMPSTART BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM ANY USE OF THE SITE OR ITS SERVICES, OR FROM THE PERFORMANCE OR NON-PERFORMANCE OF JUMPSTART AND/OR ITS USERS, AFFILIATES, AGENTS, OR AUTHORIZED REPRESENTATIVES UNDER ANY PROVISION OF THIS AGREEMENT, EVEN IF JUMPSTART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; NOR FOR ANY MISTAKES SUCH AS ALLOWING OR DISALLOWING ANY CONTENT; NOR FOR ANY ACTS OR OMISSIONS OF ANY THIRD PARTY EVEN IF SUCH PERSON OR BUSINESS WAS REFERRED BY JUMPSTART. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR WILLFUL AND MALICIOUS MISCONDUCT OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER. FURTHERMORE, IT IS HEREBY AGREED THAT JUMPSTART'S SOLE LIABILITY TO USER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE MONETARY AMOUNT PAID, IF ANY, BY USER TO JUMPSTART FOR THE SERVICE DURING THE TERM OF USER'S USE. YOU ASSUME ALL RISKS IN YOUR USE OF THE SITE AND SERVICE, AND ALL FEATURES THEREOF (E.G. DEALS, GROUPS, FORUMS, EMAIL, PROFILES, BLOGS, ETC). THIS INCLUDES, WITHOUT LIMITATION, ANY PRIVACY, IDENTITY, COPYRIGHT, EMOTIONAL, ECONOMIC, AND/OR PHYSICAL DAMAGES THAT MAY YOU INCUR.
Jumpstart makes no representations that the Services are appropriate or available for use in any other jurisdiction. Accessing the Services is prohibited from territories where such Services are prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities.
You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this site must only be made on the basis of the offering document relating to the specific investment and through a registered entity. The Content contained on the site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. Any securities offered on this site, to the extent that any are, can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this site does not constitute an offer or solicitation to sell securities referred to on this site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this site must only be made on the basis of the offering document relating to the specific investment and through a registered entity. You should satisfy yourself before accessing the site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside.
Unless another method of dispute resolution as applicable is set forth in an agreement between you and Jumpstart, in the event of any claim, controversy or alleged dispute between you and Jumpstart, its members or affiliates ("Dispute"), you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association ("AAA") to be held in the State of New York, New York, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Jumpstart. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Jumpstart, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Site's intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Manhattan, New York, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within New York, New York. Each party hereby waives any claim that such venue is improper or inconvenient.
Agreement on Communications
You agree that Jumpstart may send communications to you via your mailing address, email, telephone or facsimile number provided by you to the Jumpstart Site. You agree to notify us of any changes in your address or contact details. We may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. You agree that any information that you transmit to the Site or Site in any manner including, but not limited to, pictures, videos, questions, comments,suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by the site or its affiliates for any purpose.
The Federal Electronic Signatures in Global and National Commerce Act ("ESIGN") and similar state laws, particularly the Uniform Electronic Transactions Act ("UETA"), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer's consent to receive information electronically. When an Issuer or User registers on the site, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the site periodically for changes and modifications and agree not to contest the admissibility or enforceability the site's electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. JumpStart shall have a reasonable period to effect such a change and it may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
Integration and Severability