Venture Capital 500, LLC, a Florida Limited Liability Company, that operates a crowdfunding Portal, “VentureCapital500.com” with a platform labeled “Title III.”
The Title III platform allows you to make investments in companies referred to as “Issuers” proposing investment opportunities referred to as “Offerings.” The Issuers on the platform can include startups and small companies, all of whom may offer ownership of debt or equity positions in their companies.
In all cases, the VC 500 platform is available to facilitate the process of Issuers and Investors in achieving their mutual objectives.
You can browse all the offerings and educational materials on our platform without registering an account. If you want to use all our features, interact with Issuers and Investors, make an investment, or an offering, you must first register and open an account.
1. Opening an Account
Any company presenting an Offering, must pay a listing fee of $300. This fee may include additional third-party banking and transfer agent fees. In addition to the listing fee, there is a final performance fee if the Offering is successful in reaching its funding goal. The performance fee is established by agreement between the Issuer and VC 500 and must be disclosed to Investors in the materials presented in the Offering. The performance fee is paid by the Issuer and can be in cash and/or a combination of cash and the offered securities, generally not to exceed 5% of the total funds raised.
B. Conditions and Process
To register and open an account on our Portal you must be 18 years or older and complete a short application. The application is designed to identify you and allow you to interact with the Portal, its platform, Issuers and Investors. By creating this account, you represent that you are either: (a) an individual and wish to make investments or offerings on your own behalf; or (b) an individual authorized to place orders or make offerings on behalf of a corporation or other entity.
You agree that you have all requisite authority to open an account and use the services contemplated by this Agreement. Our platform is not a solicitation for or offering of any security, investment product or service to any person, corporation, or other entity in any jurisdiction where a solicitation or offering would be illegal.
You represent that you, or the organization for which you are acting as an authorized person, have not been designated by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) as a Specially Designated National or Blocked Person. You have no reason to believe that you would be considered a Blocked Person by OFAC, and you do not reside in a restricted country. You also represent that you are not employed by or acting as agent of any government, government-controlled entity or government corporation restricted under OFAC. You understand that if your application violates OFAC guidelines, your account may be declined or restricted from certain activity.
2. Required Information
You agree that any information you provide during the registration process is current, accurate, truthful and complete, and you will regularly update this information to maintain its completeness and accuracy. You are responsible for maintaining the confidentiality of any account information, or password that you use to access any feature or protected areas on the platform. Further, you are fully responsible for all activities occurring under your account that result from your failure to use or maintain appropriate security measures. If you become aware of any suspicious or unauthorized conduct concerning your account, you agree to contact VC 500 immediately. We will not be liable for any loss or damage arising from your failure to promptly notify us of such conduct.
Under some circumstances, the Securities and Exchange Commission or another regulatory agency, may require us to obtain, verify and record information that identifies persons, entities or corporations seeking to open accounts with us, including through sharing such information with third parties. The requirements are related to, among other things, suitability of investments and anti-money laundering. In that event, you agree to provide us with the required information or documentation. Your account may be rejected, restricted or closed if VC 500 cannot verify required information.
3. Use of Private Personal Information
In connection with the Services we provide, VC 500 may come into possession of confidential, material, non-public information. We are prohibited from improperly disclosing or using this information for our own benefit or for the benefit of any other person. We maintain policies and procedures designed to prohibit the communication of this information; to persons who do not have a legitimate need to know the information; to meet our obligations to Issuers; and to remain in compliance with applicable law.
4. Rules and Regulations
All transactions on the platform will be subject to VC 500’s internal rules and policies and, where applicable, to the Financial Industry Regulatory Authority (FINRA) rules and regulations; the provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934; the rules and regulations of the Securities Exchange Commission (SEC), the Board of Governors of the Federal Reserve System, and any applicable self-regulatory organizations; and other federal and state laws and regulations. In no event will VC 500 be obliged to affect any transaction it believes would violate any federal or state law, rule or regulation, or the rules or regulations of any regulatory or self-regulatory body.
In connection with your use of the platform, or during your interactions with VC 500, you agree to abide by the following:
- Do not take any action that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you have toward anyone.
- Do not post information you know is false, misleading, or inaccurate.
- Do not do anything deceptive or fraudulent.
- Do not offer any investment terms that are illegal, violate any of VC 500’s policies, rules, or guidelines, or violate any applicable law, statute, ordinance, or regulation.
- Do not do anything threatening, abusive, harassing, defamatory, libelous, tortious, obscene, profane, or invasive of another person’s privacy.
- Do not distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters.
- Do not distribute anything designed to interfere with the proper function of any software, hardware, or equipment on the Platforms.
- Do not use any personal information you have received from others using the platform for anything other than for the purpose of participating in a VC 500 crowdfunding offering.
- Do not attempt to damage or get unauthorized access to any system, data, or password.
- Do not infringe on VC 500 or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
- Do not act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
- Do not post comments that are false, inaccurate, misleading, defamatory, or contain libelous content.
- Do not pay for your transactions with fraudulent funds or with what we reasonably believe to be potentially fraudulent funds.
5. Transaction Process
VC 500 enters agreements with Issuers to list private placements of their securities on the VC 500 platform. When an Issuer posts an Offering on VC 500, they’re inviting Investors to form a purchase contract with them. The terms and features of the securities available on the platform are at the discretion and control of the Issuer and will be stated in the offering material for each security. VC 500 will make the offering material for each security available to Investors on a password-protected section of our platform. It is your responsibility to review and understand the information in the offering material before placing an order for securities.
Anyone who invests in an offering is accepting the Issuer’s offer, and forming the purchase contract. The contract is a direct legal agreement between Issuers and their Investors. VC 500 is not a party to this agreement.
6. Investment in an Offering
If you want to make an investment in one of the listed offerings, you must have an account. As a registered funding Portal, we are authorized to accept your order to purchase these securities, to transmit these orders to the Issuers, and to facilitate the completion of the transaction according to its terms.
In each case, your purchase transaction is completed in accordance with its express written terms. We are not a party to any such purchase agreement or transaction. We do not receive any funds from the Investor or handle any securities of the Issuer.
At the successful completion of the transaction, and in exchange for all the services provided by VC 500, we receive a negotiated service fee solely from the Issuer. If the Issuer has not reached the offering goal within its allocated time frame, the conditions of the agreement are not met and the transaction is canceled. Any purchase funds will be returned and any commitments will be canceled.
You understand and agree that VC 500 will treat all investments for the purchase of securities through your VC 500 account as authorized by you and will execute orders in reliance on your promise that an actual purchase is intended. We accept investments only through our platform. Your access to our Portal and platform is available except during scheduled or unscheduled system repairs or upgrades.
Our Portal and platform have specific written transaction conditions, guidelines and requirements. For example, under the present Crowdfunding Title III provisions allowing a limited investment in an issuing company, you are permitted to cancel your investment and get your money back at any time up to 48 hours before the designated closing date. Once that 48-hour deadline has expired without your cancelation, the purchase will be completed. You will receive the securities and the Issuer will receive the purchase funds. VC 500 is not a party to the flow of funds to the Issuer.
7. Canceling or Disputing a Transaction
VC 500 reserves the right to deny an investment transaction or to place a limit on the dollar amount of a transaction for any reason, including, for example, if you fail suitability for a particular security or for activity that VC 500, in its sole discretion, believes to be suspicious on your account. If VC 500 limits an investment, you can request a review and an exception on a case-by-case basis.
By completing a VC 500 account application online, you give your valid consent to this User Agreement and all other documents governing your relationship with VC 500. The use of an electronic version of the account documents fully satisfies any requirement that the documents be provided to you in writing, and the electronic version of this User Agreement is the true, complete and enforceable record, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You are solely responsible for reviewing and understanding all the terms and conditions of these documents, and you accept as reasonable and proper notice, for any laws, rules and regulations, notice by electronic means. You may access and retain a record of the documents you electronically sign through VC 500.
You agree that VC 500 will provide you with an electronic copy of all documents and communications related to your account, for example, transaction confirmations, account statements and tax-reporting documentation. When documents related to your VC 500 account are available, we will send a notice to the email address you have provided, and you will be able to view the documents at any time by visiting VC 500 and signing into your account.
8. Investment Advice
VC 500 does not provide legal, tax, estate-planning or investment advice or advice regarding the suitability, profitability or appropriateness of any security. We are required by law to ascertain your suitability for an investment based on your personalized input, but you are responsible for determining whether any investment is appropriate or suitable for you based on your investment objectives and personal financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation.
9. Limitation of Liability
VC 500 is not liable for any damages or losses related to your investment. We don’t become involved in disputes between users, or between users and any third party relating to the use of our services. We do not oversee the performance of offerings, and we don’t endorse any content that users submit to the platform. When you use our services, you release VC 500 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 the services. All content you access through the services is at your own risk. You are solely responsible for any resulting damage or loss to any party.
10. Other Websites
VC 500 may contain links to other websites. (For instance, project pages, user profiles, and comments may link to other websites.) When you access third-party websites, you do so at your own risk. We do not control or endorse those sites. VC 500 partners with other companies for payment processing. When you invest in an offering, you are also agreeing to the processor’s terms of service.
11. Your Intellectual Property
VC 500 does not own the content you submit to us (your “Content”), but we do need certain licenses from you in order to perform our services. When you submit an offering for review, or launch an offering, you agree to these terms:
- You grant to us, and others acting on our behalf, the non-exclusive, royalty-free, sub-licensable, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content.
- You grant us the right to edit, modify, reformat, excerpt, delete, or translate any of your Content.
- Your Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material, or you are otherwise legally entitled to post the material and to grant VC 500 all the license rights outlined in Section 11 (a), above.
- You will pay all royalties and other amounts owed to any person or entity based on your Content, or on VC 500’s hosting of that Content.
- If VC 500 or its users exploit or make use of your submission in the ways contemplated in this agreement, you promise that this will not infringe or violate the rights of any third party, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
- All information submitted to the platform, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom that content originated.
- VC 500 will not be liable for any errors or omissions in any content.
12. Our Intellectual Property
Our page headers, logos, graphics and icons are protected to the extent allowed under applicable laws. You may not copy, imitate or use any of our intellectual property without our prior written consent. You may not post content that infringes on the rights of third parties, including but not limited to intellectual property rights such as copyright, trademark and right of publicity.
We reserve the right to remove content where we have grounds to suspect a violation of these terms, our policies or any party’s rights. If you believe that your rights have been violated, please notify us at help@VentureCapital500.com and identify the material that you claim is infringing.
VC 500’s Services are legally protected in various ways, including copyrights, trademarks, service marks, patents, trade secrets, and other rights and laws. You agree to respect all copyright and other legal notices, information, and restrictions contained in any content accessed through our Portal and corresponding platform. You also agree not to change, translate, or otherwise create derivative works from any such content.
13. Canceling Your Account
You can terminate your account at any time. All provisions of this agreement survive termination of an account, including our rights regarding any content you have already submitted to the Site.
14. Rights reserved to VC 500
We reserve the right to make changes to our platform and services without notice or liability. We also have the right to cancel, reject, interrupt, remove or suspend any offering at any time for any reason. We are not liable for damages because of any of these actions.
15. Warranty Disclaimer
You use our Portal and Services solely at your own risk. They are provided to you “as is” and “as available” and without warranty of any kind, express or implied.
VC 500 SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM VC 500 SHALL CREATE ANY WARRANTY.
You agree to defend, indemnify and hold VC 500 and its officers, directors, agents and employees harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this User Agreement and/or your use of the platform and services.
17. Limitation of Liability
To the fullest extent permitted by law, in no event will VC 500, its directors, employees, partners, suppliers, or content providers be liable for any indirect, incidental, punitive, consequential, special, or exemplary damages of any kind, including but not limited to damages: resulting from your access to, use of, or inability to access or use our Portal, platform, or services; for any lost profits, data loss; or for any conduct or content of any third party on the Portal, or its platform.
18. Dispute Resolution
You are required to agree to the terms of the following dispute resolution process. The dispute resolution process is part of this User Agreement and is also located on the Investor Questionnaire. Each time an investor elects to make an investment through our Portal they shall be required to sign and re-submit the Investor Questionnaire electronically through the Portal.
The dispute resolution provided on the Portal includes the following:
Any dispute, claim or controversy arising out of the use of our Portal between you and Venture Capital 500, LLC its members or affiliates (“the Dispute”), you hereby agree to attempt in good faith to amicably resolve the 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”) under its Commercial Arbitration Rules. 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.
All disputes shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any principles of conflicts of law, and without application of any international conventions. All hearings and proceedings shall be conducted in Duval County, Jacksonville, Florida.
You may not transfer or assign any rights or obligations that you have under this User Agreement without VC 500’s prior written consent. VC 500 reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. You are responsible for all claims, fees, fines, penalties and other liability incurred by VC 500 or any third party caused by or arising out of your breach of this Agreement or your use of the services. You agree to reimburse VC 500 or any third party for all such liabilities.
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 a claim of fraud or corruption as by law provided. However, the 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. You agree that all Disputes will be limited between you, individually, and Venture Capital 500, LLC. 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.
“This agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties agree as follows:
- All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
- Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
- The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
- The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
- The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
- The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.”
19. Entire Agreement and Severability
These Terms and the other material referenced in them are the entire agreement between you and VC 500. They supersede all other communications and proposals (whether oral, written, or electronic) between you and VC 500. If any provision of these Terms is found to be invalid under the law, that provision will be limited or eliminated so that all other Terms will remain in full force and effect. The failure of either you or VC 500 to exercise any right provided for in these Terms will not be deemed a waiver of any other rights.
These Terms are personal to you. You cannot assign them, transfer them, or sublicense them unless you get VC 500’s prior written consent. VC 500 has the right to assign, transfer, or delegate any of its rights and obligations under these Terms without your consent. VC 500 will provide you notice via email, written notice, or by conspicuously posting the notice on our Portal.