Terms of Service
UFunded.com TERMS OF SERVICE
Welcome to UFunded! Our goal is to simplify the whole capital raising process for entrepreneurs through rewards-based crowdfunding capital and with sophisticated investors.
Users can open an account as an “Entrepreneur” (who are looking for advice, crowdfunding capital and/or an introduction to potential investors), as an “Investor” (who must complete our Accredited Investor/sophistication questionnaire to view any fundraising information contained in a “Company Profile.”) Users of the site may view content made available to the public (which generally will not include certain information about business opportunities or Investors that may only be viewed by Investors and Entrepreneurs).
If you aren’t an Entrepreneur looking for advice, rewards-based crowdfunding capital and/or an introduction to potential investors or you don’t think that you are both an Accredited Investor and sophisticated enough to protect your own interests, then you should not try to create an account on this site.
This agreement sets forth the legally binding terms and conditions for your use of the website at UFunded.com and the service owned and operated by CLHF Enterprises LLC. By using UFunded (including by simply viewing content on UFunded.com (the “Site”), you are agreeing that you, and each person you allow to access UFunded through your account, will abide by the terms of the following agreement, which is summarized here, and set forth in its entirety below. This agreement is between you and UFunded (“We,” “UFunded” or the “Company”), and it governs your access to and use of the services, websites, and applications offered by UFunded (the “Service“). Your access to and use of the Service is conditioned on your acceptance of and compliance with this agreement.
I. General Principles
Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission, unless the sale qualifies for an exemption. Generally, start-up ventures use one or more of the “private placement” exemptions because they allow them to raise capital without complying with the costly and time-consuming registration process. One of the requirements of the “private placement” exemption is that neither the company which is offering its securities nor any person acting on the Issuer’s behalf may offer or sell the securities by any form of “general solicitation”.
II. WHAT WE ARE PROMISING
Grant You the Right to use the Service. All right, title, and interest in and to the Service (excluding Content provided by users) is and will remain the exclusive property of UFunded and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this agreement gives you a right to use the UFunded name or any of the UFunded trademarks, logos, domain names, or other distinctive brand features. Subject to your acceptance of this agreement, UFunded grants to you a worldwide, non-assignable, non-exclusive, non-transferable, revocable limited license to use the Service and related software and to display the results of such Service anywhere on the rest of the web, other than on websites one of the principal purposes of which is to compete with UFunded provided that you,
i. (a) do not modify the Content; (b) attribute UFunded with a human and machine-followable link (an A tag) linking back to the page displaying the original source of the content on UFunded.com, (d) upon request, either by UFunded or by a user who provided the Content, make a reasonable effort to update a particular piece of Content to the latest version on UFunded; and (e) upon request, either by UFunded or by a user who contributed to the Content, make a reasonable attempt to delete Content that has been deleted on UFunded.com.
b. Not To Claim Any Rights in Your Information. We are promising not to claim any ownership interest in the Content provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through UFunded.
c. Require all New Members to Execute an “Accredited Investor Questionnaire”. We will require all new users of UFunded who identify themselves as Investors who wish to view fundraising information contained within a Company Profile to execute an Accredited Investor Questionnaire. We have created a questionnaire that is designed to make members think about whether they really are accredited and sophisticated, but we do not verify the representations they make. We have also designed the Site so that an Investor is not supposed to be introduced to any Entrepreneur whose capital raising activities were in process when that Investor became a member of UFunded, but we cannot promise that our design is foolproof, or that Investors who learn about an Entrepreneur’s business through UFunded won’t find another way to be introduced. We believe that by requiring Investors to complete the questionnaire and limiting what new Investors are allowed to do, you are protected from being deemed to make a “general solicitation” of your securities when you use the Service. However, the SEC rules are complicated and can be ambiguous, so we do not promise that the SEC will not take a contrary position. Finally, it is up to you to decide how you want to verify an investor’s status in the event you decide to enter into a transaction with that investor.
d. Display Entrepreneurs’ Content and Allow Communications with Investors Only as Instructed by the Entrepreneur/Investor. When you create an account with UFunded, and at any time thereafter, you are able to determine what information will be shown. We promise not to intentionally violate this, although you must recognize that we cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material or unsolicited contacts to occur.
III. WHAT YOU ARE PROMISING
a. To Act Responsibly. You are promising to act responsibly – which means:
i. You are making the following Promises:
1. Requirements of Membership.
a. That you have the right, authority, and capacity to enter into this agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in UFunded violates provisions of local law to which you are subject, you will cease using the Service and close your account,
b. That you are at least 18 years old. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
c. That you will maintain an Allowable User Identity;
d. That you will conduct yourself in a professional manner in all your interactions with UFunded and with any other user of UFunded;
e. That you are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify UFunded.com immediately of any breach of security or unauthorized use of your account. Although UFunded.com will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of UFunded.com or others due to such unauthorized use.
2. Requirements related to Content on UFunded.
a. That you will only provide UFunded with Content that you have a right to provide to UFunded and to allow UFunded to display through the Service — which means that you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by UFunded, and that you understand that any other Content you find on or through UFunded is the sole responsibility of the person who originated such Content.
b. That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability. UFunded will not be responsible or liable for any use of your Content by UFunded in accordance with this agreement.
c. That you are not relying on UFunded and that you understand that we do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service.
d. That you understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against UFunded for any such material.
e. That you understand that the Service may include advertisements or other content, which may be targeted to the Content or information on the Service, queries made through the Service, or other information, and you have no claim against UFunded for the placement of advertising or similar content on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.
f. You may not use the Service for activities that: (i) violate any law, statute, ordinance or regulation; (ii) relate to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, or (h) ammunition, firearms, or certain firearm parts or accessories, or (i) certain weapons or knives regulated under applicable law; (iii) relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f), are associated with the following Money Service Business activities: the sale of traveler’s checks or money orders, currency exchanges or check cashing,or (g) provide certain credit repair or debt settlement services; (iv) involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent; (v) violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices; (vi) involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from UFunded.com and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.
3. Requirements related to Crowdfunding Campaigns
a. UFunded.com is a venue for fund-raising and commerce. UFunded.com allows certain users (“Campaigners”) to list campaigns and raise funds from other users (“Funders”). All funds are collected for Campaigners by Paypal. UFunded.com does not, at any time, receive or hold any credit card information related to Campaigners or Funders.
UFunded.com shall not be liable for your interactions with any organizations and/or individuals found on or through the UFunded.com service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with listings on UFunded.com. UFunded.com does not oversee the performance or punctuality of projects. UFunded.com is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals. UFunded.com is under no obligation to become involved in disputes between Funders and Campaigners, or between site members and any third party. In the event of a dispute, you release UFunded.com, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.
Though UFunded.com cannot be held liable for the actions of a Campaigner, Campaigners are nevertheless wholly responsible for fulfilling obligations both implied and stated in any campaign listing they create. UFunded.com reserves the right to cancel a campaign listing at any time for any reason. UFunded.com reserves the right to remove a campaign listing from public listings for any reason.
b. UFunded.com makes no guarantees regarding the performance or fairness of Paypal. Additionally, because of occasional failures of some credit cards, UFunded.com cannot guarantee the full receipt of the targeted amount. Campaigners may initiate refunds at their own discretion. UFunded.com is not responsible for issuing refunds for funds that have been collected by Campaigners. UFunded.com reserves the right to cancel, interrupt or suspend a listing at any time for any reason.UFunded.com may provide you the opportunity to fundraise for your Campaign by soliciting financial contributions to support the Campaign from Members (“Contributions”). The rules governing fundraising for your Campaign (the “Fundraising Rules”) are as follows:
1. The first step in launching a fundraising campaign using the Service is to create a campaign profile page and post a “Campaign Goal.” To post a Campaign Goal, set your goal for the total Contributions you wish to raise during your current campaign (“Campaign Goal”) and the date by which you’d like to raise the funds (“Campaign Deadline or End Date”) on your Campaign Profile page. The Campaign Deadline can be between 7 and 60 days out. (Note, if you reach your campaign goal, you can post a new project to launch a campaign to fund the next phase of your project. The number of projects you can create is unlimited.)
2. You will be required to designate the legal entity to which funds will be directed (the “Campaign Entity”). By providing the name of your Campaign Entity to UFunded.com, you represent and warrant that you are an authorized representative of the Campaign Entity with the authority to bind the Campaign Entity to the terms of this Agreement, that the Campaign Entity is the legal entity responsible for the Campaign and accountable for the use of any funds raised for it on UFunded.com, and that you accept this Agreement on the Campaign Entity’s behalf.
3. To receive Contributions, your Campaign Entity must provide verifiable address for a check to be delivered upon the closing of the campaign window. Campaigners have the option to work with the payment processor designated by UFunded.com at the time you post your Campaign (the “Processor”). You understand and agree that your Funding Account will be governed by your agreement with the Processor, and that UFunded.com shall have no liability for your Funding Account or your transactions or interactions with the Processor.
4. All Contributions made to a Campaign will be directed to the Campaign Entity’s physical address or Funding Account, less a 5% marketplace processing fee retained by UFunded.com. All Contributions paid to a Campaign Entity will constitute “Campaign Funding,” and the UFunded.com fee and all other Campaign Funding requirements will apply. UFunded.com is not responsible for any error or omission in the Funding Account information you provide. Unless automated by the Processor, Campaign Funding less 3rd party processing fees will be disbursed from the Funding Account to the Campaign Entity via check or 3rd party processor. All necessary fund transfers will be initiated on Friday, and include campaigns that have ended by Thursday at midnight, the day before. It takes 5-7 business days for the disbursed funds to arrive by check.
5. When you reach your Campaign Deadline, your Funding Request will automatically close and no more Contributions will be accepted for your Project. You may make a new Funding Request any time after the end of your last Funding Request closes.
6. If your Campaign receives Campaign Funding by using UFunded.com ‘s platform and tools (including without limitation Campaign Funding paid into your Finding Account), you agree to acknowledge UFunded.com in follow up emails or communications to the relevant parties.
7. You may offer non-monetary rewards for Contributions (“Rewards”), provided that the offering of such Rewards is lawful under all applicable laws, including without limitation state and federal securities laws, and otherwise complies with the terms and conditions of this Agreement.
Any Campaign Funding payments may be subject to verification of the identity of you and the Campaign Entity, the use of funds, and the timeline of the project. The verification procedure may involve an interview and/or document review if deemed necessary and may vary from time to time in our sole discretion. You and the Campaign Entity agree that Campaign Funding may only be used on behalf of the Campaign, and that Campaign Funding will not be used for any other purpose. You agree that if at any time during while a Funding Request is open or within thirty (30) days of the close of a Funding Request, UFunded.com makes a good faith determination that the identity of you or the Campaign Entity or the timeline of the Campaign are not as identified in the Campaign Posting, or that the Campaign Funding has not been used solely on behalf of the Project, you will promptly refund the entire amount of Campaign Funding from such Funding Request to the Contributors. We may change the Fundraising Rules at any time upon notice to you. If you do not accept a change we make to the Fundraising Rules, your sole remedy shall be to terminate your Campaign Posting.
You shall have full responsibility for applicable taxes for all Campaign Funding paid to you under this Agreement, and for compliance with all applicable labor and employment requirements with respect to your self-employment, sole proprietorship or other form of business organization, and with respect to your employees and contractors, including state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements. You agree to indemnify, defend and hold UFunded.com harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on UFunded.com by the relevant taxing authorities with respect to any Campaign Funding paid to you.
UFunded.com makes no guarantee regarding the number or amount of Contributions, or the amount of any Campaign Funding payment to be made to you or the Campaign Entity under this Agreement.
c. UFunded.com may provide you the opportunity to make Contributions to Campaign Postings on the Service. You may contribute to any Campaign with an open Funding Request in any amount you choose. You may contribute to as many Campaigns as you like.
It is solely your choice to contribute to a Campaign. You understand that making a Contribution to a Campaign does not give you any rights in or to that Campaign, including without limitation any ownership, control, or distribution rights, and that the Campaign Entity shall be free to solicit other funding for the Campaign, enter into contracts for the Campaign, allocate rights in or to the Campaign, and otherwise direct the Campaign in its sole discretion. You further understand that nothing in this Agreement or otherwise limits UFunded.com ‘s right to enter into agreements or business relationships relating to Campaigns. UFunded.com does not guarantee that any Campaign’s Goal will be met. Any Rewards offered to you are between you and the Campaign Entity only, and UFunded.com does not guarantee that Rewards will be delivered or satisfactory to you. UFunded.com does not warrant the use of any Campaign Funding or the outcome of any Campaign.
Contributions to Campaigns are nonrefundable. Under certain circumstances UFunded.com may, but is under no obligation to, seek the refund of UFunded.com Funding if the Campaign Entity misrepresents the Campaign or misuses the funds. You acknowledge and agree that all your Contributions are between you, the Campaign Entity, and the Processor only, and that UFunded.com is not responsible for Contribution transactions, including without limitation any personal or payment information you provide to the Processor.
UFunded.com makes no representations regarding the deductibility of any Contribution for tax purposes. Please consult your tax advisor for more information.
4. Fees and Payments for Crowdfunding Campaigns
5. Requirements related to Investments
a. That you will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money.
b. That you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a US state, or the law of any foreign government with jurisdiction over you or any investor).
c. That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice (i.e., get a good start-up attorney).
ii. You are promising not to:
1. Violate the Community Rules of UFunded.
2. Make any Inappropriate Uses of the System.
3. Expect UFunded to evaluate, confirm, endorse, or otherwise stand behind any person’s statements or recommend any investment, or treat any email or other information you receive as a result of your access to the Service as a representation of any kind by UFunded or any Company Person on which you should rely.
4. Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through UFunded, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on UFunded.
5. Copy or distribute the content of the Service except as specifically allowed in this agreement.
6. Claim any right to access, view or alter any source code or object code of UFunded.
7. Use UFunded to market services, particularly investment advisory services, that might cause UFunded to have to register as a broker dealer with the SEC, or to be treated as an underwriter.
b. Indemnify UFunded and Related Parties. You are promising to hold us harmless against any damage that may happen to us as a result of your use of UFunded.
i. Indemnity. In particular, you agree to indemnify and hold the Company (and any employee, officer, director or affiliate of the Company, each a “Company Person“) harmless (including costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Service, the violation of this agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted through the Service by you (including claims related to defamation, invasion of privacy, or other violation of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person. You remain solely responsible for all content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service.
ii. Release. In addition, you hereby release any claims you may have against UFunded and any Company Person that are in anyway related to the Service or your use of Content offered through the Service, including any recommendations or referrals you may receive as a result of your registration with UFunded. You are solely responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third parties partners.
iii. UFunded Employees and Affiliates. You understand that UFunded employees and affiliates may participate in the Service as Entrepreneurs or Investors, and that UFunded is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.
Confidentiality . By becoming a member of UFunded, or otherwise using the Services or viewing content made available through UFunded in any way, you may have an opportunity to see Locked Information, as defined below. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not republish any information you acquire through the Service via an internet website, one of the principal purposes of which is to compete with UFunded:
c. Other Promises Necessary to Allow us to Provide the Service
i. You promise to comply with the terms of the license set forth in Section II.a.
ii. You are licensing to us the right to publish all the Content you upload to UFunded, including any comments or other forum posts you may offer on the site in order to provide the Service. Your Content will be viewable by other users of the Service and through third party services and websites. You should only provide Content that you are comfortable sharing with others under this agreement.
iii. To the extent that UFunded is determined, for any reason not to be the licensee of any material you have provided to us (including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”)), you hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by UFunded and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consents and agreements from time to time as requested by the Company.
iv. You acknowledge that UFunded is not obligated to pay you or to cause any other party to pay you anything with respect to your activities on UFunded, or to feature or otherwise display your Content on any web page.
v. You acknowledge that you do not rely on the Company to monitor or edit the Service (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with the Company) and that the Service may contain content which you find offensive or which is untrue or misleading and you hereby waive any objections you might have with respect to viewing such content.
vi. You agree that this agreement does not entitle you to any support, upgrades, updates, add-ons patches, enhancements, or fixes for the Services (collectively, “Updates“). The Company, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this agreement.
vii. If you operate, manage or otherwise control a search engine or robot, or you republish a significant fraction of UFunded Content (as we may determine in our reasonable discretion), you must additionally follow these rules:
1. You must use a descriptive user agent header.
2. You must follow robots.txt at all times.
3. You must make it clear how to contact you, either in your user agent string, or on your website if you have one.
d. APIs available through the Service. We may make available one or more APIs for interacting with the Service. Your use of any UFunded API is subject to this agreement and the UFunded API Rules, which will become part of this agreement).
IV. OTHER RIGHTS WE HAVE.
a. UFunded may, but is not required to, monitor or control the Content posted via the Service. Our failure to exercise that right, however, does not give you any right to make a claim against UFunded.
b. UFunded reserves the right to discontinue the Service or to change the content of the Service in any way and at any time, with or without notice to you, without liability.
c. UFunded reserves the right to terminate your access to the Service without notice and, if you violate this agreement to pursue other remedies at law or in equity.
d. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.
e. The Company has the right to refuse registration of, or cancel your user account and/or User ID in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this agreement (including investigation of potential violations hereof), (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of UFunded, its users and the public.
f. Without limiting the generality of the foregoing, you specifically acknowledge that the Company has the right to terminate or limit your account for any reason or no reason at all. Any Content that has been uploaded through the Service may be deleted at any time without notice to you. The Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using the Service, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
g. Comments, Feedback, Suggestions, Ideas, And Other Submissions. The Service may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content to the Company and/or to or via the Service, including, without limitation, text, writings, photographs, graphics, comments, suggestions, intellectual property or personally identifiable information or other material (collectively “User Content“). Any such material you transmit to the Company or otherwise through the Service will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions (“Ideas“) disclosed, submitted, or offered to the Company in connection with the use of the Service or otherwise and any chat, blog, message board, online forum, text, email or other communication with the Company (“User Emails“) shall be deemed to have been licensed to the Company on a nonexclusive, worldwide, royalty-free, perpetual basis.
V. THERE ARE THINGS WE ARE ABSOLUTELY NOT OBLIGATED TO DO:
a. We are not obligated to display your Content to any other user, nor are we obligated to introduce you to any Entrepreneur or Investor.
b. We are not responsible for doing diligence on the users you meet through UFunded.
c. We are not responsible for verifying that that any Investor is accredited or otherwise authorized or appropriate to invest in you, or for determining whether any use of UFunded constitutes a general solicitation of securities under US law or the laws of any state or other jurisdiction, including foreign jurisdictions.
d. We do not recommend any startups for investment or endorse their fitness for investment, verify the information on the site or in our emails and we don’t claim any of that information is accurate.
e. We are not obligated to maintain the confidentiality of any Content you give us, other than Locked Information, and with respect to Locked Information, we are not obligated to protect it other than by designating it as such.
f. The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
g. In the event that the Company invests in any business, we are not obligated to make that investment opportunity available to anyone else.
h. The Company does not control or endorse the content, messages or information found in the Service or external sites that may be linked to or from UFunded and, therefore, the Company specifically disclaims any responsibility with regard thereto.
i. The Company has no obligation to accept, display, review, monitor, or maintain any Content submitted by users, user forum posts, commentary, ratings or compliments (“Comments“). We have the right to delete Content or Comments from the Service without notice for any reason at any time. The Company may move, re-format, edit, alter, distort, remove or refuse to exploit Content or Comments without notice to you and without liability. Notwithstanding the forgoing rights, the Company reserves the right to treat Content provided by users and Comments as content stored at the direction of users for which the Company will not exercise editorial control except as required to enforce the rights of third parties and applicable content restrictions below when violations are brought to the Company’s attention.
j. The Service may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s Content.
VI. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
b. The Company may collect and collate a variety of information regarding the use of the Service. The Company is the sole owner of all such information it collects. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by UFunded.
c. The Company uses industry-standard security measures to protect the loss, misuse and alteration of the information under our control. Although we make good faith efforts to store any non-public information uploaded to the Service or collected by the Company in a secure operating environment that is not available to the public, we cannot guarantee complete security. We cannot and do not guarantee that our security measures will prevent third party “hackers” from illegally accessing our site and obtaining access to content or information thereon.
d. The Service may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us.
VII. DISPUTES WITH OTHERS
We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Service. If you have a dispute with other users, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
VIII. DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY
b. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Service, any content or third party applications, software or content posted on or through the Services or transmitted to users, or any interactions between users of the Service, whether online or offline.
c. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon or any content you receive as a result of your relationship with UFunded. UFunded will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. You also agree that UFunded has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from UFunded or through the Service, will create any warranty not expressly made herein
d. UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
IX. TERM AND TERMINATION
Unless terminated by the Company, this agreement will remain in full force and effect while you use any of the Services. Subject to the last sentence of this Section IX, you may terminate this agreement at any time by deleting all Content you have provided to UFunded and ceasing to use the Service. The Company may terminate this agreement at any time, particularly if you violate any provision of this agreement. Upon termination of this agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of the any intellectual property owned by the Company or any other user of the Services that you acquired by use of the Service. Your representations in this agreement and the provisions of Sections III and any other provision which by their nature are designed to survive termination shall survive any termination or expiration of this agreement.
X. COPYRIGHT POLICY.
UFunded respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on or in the Service in a way that may constitute copyright infringement, you may provide notice of your claim to the Company as outlined in the Company’s copyright policy below:
Copyright Policy. If You believe that any material on the Service violates this agreement or your intellectual property rights, please notify the Company as soon as possible by sending an email to info@UFunded.com , or by mailing a letter to the UFunded Copyright Agent (listed below) containing the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Service is:
Attn: Copyright Agent
5092 Havenside Dr., Hilliard OH, 43026
Columbus, OH 43204
Please note that in addition to being forwarded to the person who provided the allegedly illegal content, we may send a copy of your notice (with your personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or annotation. You can see an example of such a publication at http://www.chillingeffects.org/fairuse/notice.cgi?NoticeID=16887. A link to your published notice will be displayed on UFunded in place of the removed content.
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, UFunded will also terminate a user’s account if the user is determined to be a repeat infringer.
a. Amendments to this Agreement. We may amend this agreement at any time in our sole discretion, effective upon posting the amended Terms at the domain of www.UFunded.com where the prior version of this agreement was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.
b. Governing Law/Resolution of Disputes/Waiver of Injunctive Relief
i. This agreement and all aspects of the Service shall be governed by and construed in accordance with the internal laws of the United States and the State of Ohio governing contracts entered into and to be fully performed in Ohio (i.e., without regard to conflict of law’s provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located the State of Ohio, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in the State of Ohio.
ii. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
iii. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this agreement (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to CLHF Enterprises LLC dba UFunded, 5092 Havenside Dr., Hilliard OH, 43026, ATTENTION: LEGAL DEPARTMENT.
iv. Binding Arbitration. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
v. Restrictions. You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
vi. Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
i. The failure of the Company to require or enforce strict performance by you of any provision of this agreement or to exercise any right under this agreement shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this agreement as so interpreted.
ii. You and the Company agree that if any portion of this agreement, except any portion of section XI(b)(vi), is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. If Section XI(b)(vi) is found to be illegal or unenforceable then neither you nor the Company will elect to arbitrate any Dispute falling within that portion of XI(b)(vi) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the State of Ohio, United States of America, and you and the Company agree to submit to the personal jurisdiction of that court.
iii. The Company operates and controls the Service from its offices in the United States. The Company makes no representation that the Service is appropriate or available in other locations. The information provided on or through the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
iv. Certain information provided by Entrepreneurs or Investors may be subject to United States export controls. Thus, no such materials may be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any material available through the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.
v. Neither the course of conduct between the parties nor trade practice will act to modify this agreement to any party at any time without any notice to you. You may not assign this agreement without the Company’s prior written consent. This agreement contains the entire understanding of you and the Company, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Service by the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
vi. The section headings used herein and the summary of terms at the beginning of this agreement are for convenience only and shall not be given any legal import. Upon the Company’s request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this agreement. You agree that this agreement will not be construed against the Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this agreement and the lack of signing by the parties hereto to execute this agreement.
d. Statute of Limitations
e. No Third Party Beneficiaries
This agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to Content offered through the Service.
f. Government Use
If You are a part of an agency, department, or other entity of the United States Government (“Government“), the use, duplication, reproduction, release, modification, disclosure or transfer of the any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Service and any related software is a “commercial item,” “commercial computer software” and “commercial computer software documentation“. In accordance with such provisions, any use of the Service by the Government shall be governed solely by this agreement.
a. “Accedited Investor” is defined by the SEC in rul 501 as follows:
i. a bank, insurance company, registered investment company, business development company, or small business investment company;
ii. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
iii. a charitable organization, corporation, or partnership with assets exceeding $5 million;
iv. a director, executive officer, or general partner of the company selling the securities;
v. a business in which all the equity owners are accredited investors;
vi. a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;
vii. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
viii. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
b. “Allowable User Identity“
i. An Allowable User Identity is one consisting of an email address you own and use, and a password. You shall be solely responsible for maintaining the confidentiality of your password. You will also update your registration information with the Company from time to time so that it remains true, correct and complete. Even if you are accessing the Service without creating an account, you are still agreeing to all of this agreement.
ii. An Allowable User Identity excludes:
1. Any use of a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
2. Any use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization; or
3. Any other submission of false or misleading information to the Company.
c. “Community Rules“: Participants in the UFunded community will not:
i. include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
ii. include hateful, profane, obscene, indecent, pornographic, sexual or otherwise objectionable content or language;
iii. defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone;
iv. promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances;
v. violate the contractual, personal, intellectual property or other rights of any person, or promote or constitute illegal activity;
vi. be in violation of this agreement, any local, state, federal or non-US law, rule or regulation or the rules of conduct posted with respect to any individual feature of the Services;
vii. reveal any personal information about another individual, including another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual;
viii. attempt to impersonate any other party;
ix. create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
x. trick, defraud, deceive or mislead the Company or other users, especially in any attempt to learn sensitive information;
xi. make improper use of the Company’s support services or submit false reports of abuse or misconduct;
xii. create or transmit unwanted electronic communications such as “spam,” to other users or members of Service or otherwise interfere with other users’ or members’ enjoyment of the Service;
xiii. disparage, tarnish, or otherwise harm, in the Company’s opinion, the Company and/or the Service;
xiv. disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms (“PCMs”), or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices;
xvi. reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;
xvii. except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
xviii. access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by UFunded (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with UFunded (crawling the Service is permissible in accordance with this agreement, but scraping the Service without the prior consent of UFunded except as permitted by this agreement is expressly prohibited);
xix. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
xx. cover or obscure any notice, banner, advertisement or other branding on the Service;
xxi. disguise the source of materials or other information you submit to the Service or use tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the Service;
xxii. interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, Content or the User Content;
xxiii. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
xxiv. sell access to the Service or any part thereof other than through a mechanism approved by the Company; or
xxv. interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
d. “Locked Information” means, all information acquired by, through or in connection with your use of the Service or the UFunded website that was provided by another person and which is identified as “Locked” in any manner reasonably designed to identify the character of such information.
e. “Content” means any information, text, graphics, or other materials uploaded, downloaded or appearing on the Service. You retain ownership of all Content you submit, post, display, or otherwise make available on the Service.
f. “Inappropriate Uses of the Systems”: UFunded may at any time designate one or more activities as inappropriate uses of the system in its sole discretion. Without limiting the foregoing, the following uses will be deemed prohibited “Inappropriate Uses of the System”:
i. The modification, adaptation, disassembly, decompilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the Service or any portion of any website on which the Service is offered (except where the foregoing is required by applicable local law, and then only to the extent so required under such laws);
ii. The use of the Service in any manner that could damage, disable, overburden, or impair the Service or another user’s use of the Service;
iii. The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Service or any website on which the Service is offered, Company code embeddable or embedded on a third party web site and/or Company software;
iv. The submission of any content or material that falsely expresses or implies that such content or material is sponsored or endorsed by the Company;
v. The use of the Services to violate the security of any computer network or transfer or store illegal material; or
vi. The use of the Service or the delivery of any Content in violation of any applicable law (including intellectual property laws, right of privacy or publicity laws and any laws of a non-US jurisdiction applicable to you).
g. “Qualified Purchaser”: The definition of “qualified purchaser” is found in the Investment Company Act of 1940. The definition includes:
i. any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) [of the Investment Company Act of 1940] with that person’s qualified purchaser spouse) who owns not less than $ 5,000,000 in investments, as defined below;
ii. any company that owns not less than $ 5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;
iii. any trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or
iv. any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $ 25,000,000 in investments.
v. any qualified institutional buyer as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that (1) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (2) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan;
vi. any company that, but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) under the ICA, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), provided that all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) thereunder, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser.
vii. any natural person who is deemed to be a “knowledgeable employee” of the [fund], as such term is defined in Rule 3c-5(4) of the ICA; or
viii. any person (“Transferee”) who acquires Interests from a person (“Transferor”) that is (or was) a qualified purchaser other than the [fund], provided that the Transferee is: (i) the estate of the Transferor; (ii) a person who acquires the Interests as a gift or bequest pursuant to an agreement relating to a legal separation or divorce; or (iii) a company established by the Transferor exclusively for the benefit of (or owned exclusively by) the Transferor and the persons specified in this paragraph.
ix. any company, if each beneficial owner of the company’s securities is a qualified purchaser.
For the purposes of above, the term Investments means:
i. securities (as defined by section 2(a)(1)of the Securities Act of 1933), other than securities of an issuer that controls, is controlled by, or is under common control with, the prospective qualified purchaser that owns such securities, unless the issuer of such securities is: (i) an investment vehicle; (ii) a public company; or (iii) a company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the prospective qualified purchaser acquires the securities of a Section 3(c)(7) Company;
ii. real estate held for investment purposes;
iii. commodity interests held for investment purposes;
iv. physical commodities held for investment purposes;
v. to the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the ICA entered into for investment purposes;
vi. in the case of a prospective qualified purchaser that is a Section 3(c)(7) Company, a company that would be an investment company but for the exclusion provided by section 3(c)(1) of the ICA, or a commodity pool, any amounts payable to such prospective qualified purchaser pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the prospective qualified purchaser upon the demand of the prospective qualified purchaser; and
vii. cash and cash equivalents (including foreign currencies) held for investment purposes. For purposes of this section, cash and cash equivalents include: (i) bank deposits, certificates of deposit, bankers’ acceptances and similar bank instruments held for investment purposes; and (ii) the net cash surrender value of an insurance policy.
The Company is an entity offering the transmission, routing, or providing of connections for digital online communications, between or among points specified by a user of material of the user’s choosing, without modification of the content of the material sent or received (“transitory digital network communications”), as well as system caching, storage of material residing on a system or network at the direction of a user, and referral or linkage of users to an online location using information location tools, each through the website located at http://www.UFunded.com, and any linked pages or applications owned and operated by the Company.
The Service is operated and provided by CLHF Enterprises LLC dba UFunded.com, 5092 Havenside Dr., Hilliard OH, 43026. If you have questions about this agreement, please contact us at info@UFunded.com.
Last updated: October 1, 2012