IDF LLC OPERATE THE WEBSITE LOCATED AT
HTTPS://IDENTITY.FUND (“SITE”). THE SITE HOSTS AN INVESTMENT CROWDFUNDING PORTAL
(“PORTAL”) OPERATED BY IDF LLC.
THE TERMS AND CONDITIONS SET FORTH BELOW (“TERMS”) GOVERN YOUR USE OF THE SITE,
SERVICES, AND APPLICATIONS OFFERED BY ID (THE “SERVICES”) AND HOSTED HEREON THAT
RELATE TO THE PORTAL. THESE TERMS ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND
SERVICES RELATING TO THE PORTAL. SOME OF THESE TERMS SURVIVE YOUR USE OF THE SITE.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE PORTAL
AND THE RELATED SERVICES. YOUR USE OF THE PORTAL AND THE RELATED SERVICES SHALL BE
DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.
YOU AGREE THAT IDENTITY FUND MAY MAKE CHANGES TO THE TERMS AND SERVICES OFFERED ON THIS SITE
AT ANY TIME. WE WILL NOTIFY YOU OF SUCH REVISIONS BY (I) POSTING AN UPDATED VERSION OF
THESE TERMS ON THE SITE, (II) PROVIDING A NOTIFICATION OF THE CHANGES TO ALL REGISTERED
USERS OF THIS SITE AND (III) DISCLOSING NEW TERMS ELSEWHERE ON THE SITE WHEN
APPROPRIATE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE
OF THE SITE AND THE ASSOCIATED SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES TO
By using the Portal, including by simply viewing it, you agree to these Terms. You agree
the Terms are solely between you (and any person or entity you expressly represent to be
acting as an agent for) and Identity Fund. Failure to maintain compliance with the Terms may
result in losing access to the Site, Portal and Services.
Visitors to the Site may view content on the Site, broadly defined as any text,
graphics, other materials or information uploaded, downloaded or otherwise accessible
through the Site (“Content”). Visitors to the Site may open an account as a “User” (a
person who has an account on the Site that can neither accept nor make investments) or
convert their User account to either an (i) “Issuer” account (for a private company
offering securities on the Portal, an “Offering”), or (ii) “Investor” account (a person
who has opened an account with the ability to make investments through the Portal). An
account type will have an User ID (“User ID”). The only people who are authorized to
create accounts on the Portal are authorized representatives of Issuers and
prospective-investors with a substantial background in investment, financial markets and
early-stage business, who understand the relevant risks and legal terms and are willing
to bear the consequences. Issuers should note that Offerings on the Site are generally
viewable by the general public. Please see Section IV(a). Account Registration and
Password Protection for further information regarding the use and safeguarding of your
User ID and passwords.
Investment opportunities on the Portal are only intended for Investors who are
sophisticated enough to protect their own interests and can tolerate
risk of capital loss.
By accessing the Site (by invitation or otherwise) or by communicating with Issuers,
Investors and other Users, you agree to (i) ensure at all times that information about
you or provided by you (i.e., your Content) is true, accurate, current, complete and not
misleading; and (ii) promptly comply with Identity Fund’s request for specific action(s) or
additional Content. You are responsible for all activities that occur under your
account. Identity Fund may revoke your access to the Site and Services (including the Portal)
at any time it determines that (a) you fail to fully comply with the foregoing
obligations or with any provision of these Terms of Services, or (b) your action or
inaction on the Site or in connection with the Services is inconsistent with Identity Fund’s
mission to ensure transparent, compliant and good faith activities on the Site,
including the maintenance of high standards of commercial conduct and integrity in
relations to Offerings.
When using our Site and Services, you are promising not to violate the Community Rules
of Identity Fund as described below. Aside from your Content, all information, documents and
Services provided on this Site, including trademarks, logos, graphics and images (the
“Materials”) are provided to you by Identity Fund or other Users. Except as expressly stated
herein, you acknowledge that you have no right, title or interest in or to the
Materials. Furthermore, with regard to the Offerings hosted by the Portal, you shall not
use related Content for any purpose other than seeking capital or assessing a potential
The Services may invite you to participate in discussion forums viewable by the general
public, or participate in blogs, message boards, and other functionality and may provide
you with the opportunity to create, submit, post, transmit, publish or distribute
Content through the Services. Any Content you distribute through the Site or otherwise
provide through the Services will be treated as non-confidential and non-proprietary.
All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed,
submitted or offered to the Company in connection with the use of the Services or
otherwise, and any chat, blog, message board, online forum, text, email or other
communication with the Company, is hereby licensed to the Company on a nonexclusive,
worldwide, royalty-free, irrevocable, perpetual basis. In limited circumstances,
Identity Fund will accept submissions on a confidential basis (i.e., potential-Offering
applications), these opportunities will be clearly marked as confidential, with any
terms and conditions of such confidentiality included.
Furthermore, you cannot have any expectation that Identity Fund evaluates, confirms,
endorses, or otherwise stands behind any Content provided by any User, Investor, or
Issuer. You may not treat any email or other information you receive as a result of your
access to the Services as a representation of any kind by Identity Fund on which you should
rely. Identity Fund is not qualified to provide legal, accounting, tax, or investment advice,
and no information provided to you by Identity Fund, its staff or its affiliates, can be so
By using our Site and our Services, you agree and acknowledge in each instance that
Identity Fund is not an agent or otherwise a responsible entity for any matter whatsoever
with respect to any investment between an Investor and an Issuer. Identity Fund shall not be
held liable to any party for any costs or damages arising out of or related to such
transaction. Unless otherwise required by law, Identity Fund retains sole discretion to
reject or accept any application from any Issuer or Investor to participate on the
Portal, for any reason or no reason at all.
As required of all users of the Site, you will not, in connection with the Services or
while engaging with the Identity Fund community:
Prior to gaining access to certain Services on the Site, Identity Fund will require you to
set up a User ID and password (the “Password(s)”) as set forth in the account
registration procedures posted on the Site. Your User ID must be a name you have the
right to use. You agree to comply with the procedures specified by Identity Fund from time to
time regarding obtaining and updating Passwords for your User ID. You agree to assume
sole responsibility for the security of Passwords issued to you. Passwords are subject
to cancellation or suspension by Identity Fund at any time, including upon the misuse of any
and the reissuance or reactivation of Passwords. You agree to ensure that you will use
your best efforts to prevent any Third-Party from obtaining your Passwords, and you
shall inform Identity Fund immediately in writing of any actual or potential unauthorized
access to a Password or to the Site and/or Services.
Third-parties may provide certain information and content to Identity Fund (“Third-Party
Content”). The Third-Party Content is, in each case, the copyrighted work of the
third-parties. Please contact the appropriate Third-Party for further information
regarding such terms.
This Site may provide links to other websites or resources over which Identity Fund does not
have control (“External Websites”). Such links do not constitute an endorsement by
Identity Fund of those External Websites. You acknowledge that Identity Fund is providing these
links to you only as a convenience, and further agree that Identity Fund is not responsible
for the content of such External Websites. If you decide to leave Identity Fund and access
the External Websites or to use or install any External Website applications, software
or content, you do so at your own risk and you should be aware that Identity Fund's terms and
policies no longer govern. You should review the applicable terms and policies,
including privacy and data gathering practices, of any site to which you navigate from
Identity Fund or relating to any applications you use or install from the site. Your use of
linked to External Websites.
Pursuant to California Civil Code Section 1789.3, any questions about pricing,
complaints, or inquiries about Identity Fund must be sent via certified mail to: Identity Fund,
New York, NY 10017. Furthermore, the
Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd.,
Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
We may amend the Terms at any time in our sole discretion, effective upon posting the
amended Terms at the domain of identity.fund where the prior version of the Terms 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 the Terms.
The Terms 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 Delaware
governing contracts entered into and to be fully performed in Delaware (i.e., without
regard to conflict of law's provisions) regardless of your location except that the
arbitration provision shall be governed by the rules of FINRA Dispute Resolution, Inc.
(“FINRA DR”). For the purpose of any judicial proceeding to enforce such award or
incidental to such arbitration or to compel arbitration, or if for any reason a claim
proceeds in court rather than in arbitration, the parties hereby submit to the
non-exclusive jurisdiction of the state and Federal courts sitting in New York, NY and
agree that service of process in such arbitration or court proceedings shall be
satisfactorily made upon it if sent by certified, express or registered mail addressed
to it at the address set forth in the books and records of the Company, or if no such
address has been provided, by email to the email address provided by the relevant
parties to the Company in connection with their use of the Service. 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 in New York, NY 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 New York, NY.
Injunctive and Equitable Relief.
You acknowledge that the rights granted to Identity Fund through the use of the Site 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. Nothing in these Terms shall
prevent Identity Fund from seeking injunctive or equitable relief (without the obligations of
posting any bond or surety) with respect to these Terms, 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).
To expedite resolution and control the cost of any dispute, controversy or claim related
to these Terms ("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 Identity Fund, New York, NY
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 in accordance
with the rules of FINRA DR. Any election to arbitrate by one party shall be final and
binding on the other. You thereby agree to arbitrate any controversy or claim before
FINRA DR in the State of New York. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD
HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
This provision contains a pre-dispute arbitration clause. By using the Site as an
Investor, you are entering into an arbitration agreement, by which the parties agree as
As you consent to the Terms by your use of the Site, you acknowledge that you can locate
this pre-dispute arbitration clause using a search function on your webpage and that you
have received a copy of this pre-dispute arbitration clause by or through your access of
the Site. We can provide you proof of when you consented to the Terms, specifically this
pre-dispute arbitration clause within ten (10) business days of receipt of your
request, we will provide you with a copy of any pre-dispute arbitration clause or
investor agreement executed between you and us. Upon your written request, we will
provide you with the names of, and information on how to contact or obtain the rules of,
all arbitration forums in which a claim may be filed under the Terms.
Except as otherwise provided in these Terms, 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. Judgment upon any award
rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any
court having jurisdiction. All arbitration proceedings shall be closed to the public and
confidential and all records relating thereto shall be permanently sealed, except as
necessary to obtain court confirmation of the arbitration award. The arbitrator(s) shall
have authority to grant any form of appropriate relief, whether legal or equitable in
nature, including specific performance. You and we agree to abide by all decisions and
awards rendered in such proceedings. Such decisions and awards rendered by the
arbitrator shall be final and conclusive. All such controversies, claims or disputes
shall be settled in this manner in lieu of any action at law or equity.
Restrictions/No Class Actions.
Except as prohibited by law or FINRA DR, 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.
You acknowledge that the arbitrator(s), and not any federal, state or local court or
agency, shall have exclusive authority to resolve any dispute arising under or relating
to the interpretation, applicability, enforceability or formation of the Terms,
including but not limited to any claim that all or any part of these Terms are void or
voidable. Without limiting the generality of the foregoing, the arbitrator shall have
the exclusive authority to interpret the scope of this clause, and the arbitrability of
the controversy, claim or dispute.
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.
To the extent non-U.S. laws mandate a different approach with respect to governing law,
venue, statute of limitation, and dispute resolution method with respect to certain
non-U.S. persons, each such required standard shall be applied, but all other provisions
under this Section IV(f) shall remain in full force.
The failure of the Company to require or enforce strict performance by you of any
provision of the Terms or to exercise any right thereunder 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 the Terms 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 the Terms as so
You and the Company agree that if any portion of the Terms are 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.
You and the Company both agree that regardless of any statute or law to the contrary but
only to the extent permissible by law in each relevant jurisdiction, any claim or cause
of action arising out of or related to use of the Services, these Terms or our Privacy
Policy must be filed within
ONE (1) YEAR
after such claim or cause of action arose or be
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 Issuers may enforce their own intellectual property rights related to
Content offered through the Services.
If You are a part of an agency, department, or other entity authorized by 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 Services and any related software are "commercial item,"
"commercial computer software" and "commercial computer software documentation". In
accordance with such provisions, any use of the Services by the Government shall be
governed solely by these Terms.
You agree to defend, indemnify and hold harmless Identity Fund and its affiliates,
representatives, partners, agents and employees from and against any and all
liabilities, claims, costs and expenses, including attorneys' fees, that arise out of or
in connection with your use of the Site and/or the Services or breach of these Terms.
YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND/OR THE SERVICES ARE BEING PROVIDED ON AN
"AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND MAY INCLUDE CERTAIN
ERRORS, OMISSIONS, OUTDATED INFORMATION WHICH MAY AFFECT THE QUALITY OF THE CONTENT. YOU
ACKNOWLEDGE THAT THE CONTENT HAVE NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN
WHOLE OR IN PART BY Identity Fund, AND AGREE THAT Identity Fund DOES NOT WARRANT THE ACCURACY OR
TIMELINESS OF THE CONTENT AND FURTHER AGREE THAT Identity Fund HAS NO LIABILITY FOR ANY
ERRORS OR OMISSIONS IN THE CONTENT, WHETHER PROVIDED BY Identity Fund OR ITS LICENSORS.
Identity Fund MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE’S UP TIME NOR
THE USABILITY OR ACCESSBILITY OF THE SITE BY USERS, INVESTORS, ISSUERS OR VISITORS OF
Identity Fund, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR
GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY
INFORMATION OR MATERIAL CONTAINED ON THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT
LIMITATION THE CONTENT AND ANY THIRD-PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR THE SERVICES AND ANY
INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" BASIS AND
IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED. Identity Fund PROVIDES THE SERVICES "AS-IS"
WITHOUT ANY WARRANTY OF ANY KIND.
WE MAKE NO REPRESENTATION THAT THE CONTENT ON THIS SITE CONFORM TO YOUR LOCAL LAWS, AND
IF YOU ARE ACCESSING THIS SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE
RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. WE HEREBY DISCLAIM ANY AND ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW
MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.
IN THE CASE OF NEGLIGENCE, NEITHER Identity Fund, NOR ANY OF ITS AFFILIATES, NOR ANY
PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, THIRD-PARTY PROVIDERS, OR CONTENT
PROVIDERS OF THE FOREGOING SHALL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY FORM OF
DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE
OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, TECHNICAL ERRORS, ACCIDENTAL ERRORS, YOUR
INABILITY TO ACCESS THE SITE, THE RESULTS OF YOUR USE OF THE SITE AND/OR THE SERVICES,
OR ANY EXTERNAL WEBSITES LINKED TO THIS SITE, OR THE CONTENT ON THE SITE, HOWEVER
ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF Identity Fund WAS INFORMED OF THE POSSIBILITY
OF SUCH DAMAGES. IN THE EVENT Identity Fund OR ANY OF ITS PARTNERS, AGENTS, THIRD-PARTY
PROVIDERS OR CONTENT PROVIDERS ARE FOUND TO BE GROSSLY NEGLIGENT OR WILLFUL IN THEIR
MISCONDUCT, BY AN ARBITRATOR AUTHORIZED TO ACT BY THESE TERMS, DAMAGES WILL BE LIMITED
TO (i) THE VALUE OF YOUR INVESTMENT FOR INVESTORS, (ii) $0.01 FOR USERS, OR (iii) THE
TOTAL AMOUNT OF Identity Fund’S COMMISSION FOR EACH ISSUERS’ RELEVANT OFFERING WITH RESPECT
TO AN ISSUER.
THIS E DISCLOSURE AND CONSENT IS PROVIDED IN COMPLIANCE WITH THE ELECTRONIC SIGNATURES
IN GLOBAL AND NATIONAL COMMERCE ACT, 15 USC §7001, ET SEQ. (“E-SIGN ACT”) AND THE
UNIFORM ELECTRONIC TRANSACTIONS ACT, AS ADOPTED BY THE VARIOUS STATES. BY USING THIS
SITE, VISITORS AND USERS THEREBY AGREE TO THESE TERMS IN THEIR ENTIRETY, WHICH MAY BE
AMENDED FROM TIME TO TIME. RELEVANT AGREEMENTS GOVERNING SPECIFIC TRANSACTIONS AND
ACTIVITIES ON THE SITE ARE TYPICALLY AGREED TO VIA ELECTRONIC SIGNATURES, EVIDENCED BY
THE RELEVANT PARTIES SELECTING "ACCEPT" BUTTON OR CONFIRMING VIA OTHER FORMS OF
ELECTRONIC COMMUNICATION (“ELECTRONIC SIGNATURE”). YOU AGREE YOUR ELECTRONIC SIGNATURE
IS THE LEGAL EQUIVALENT OF YOUR MANUAL/HANDWRITTEN SIGNATURE. BY SELECTING "I ACCEPT"
USING ANY DEVICE, MEANS OR ACTION, YOU CONSENT TO THE LEGALLY BINDING TERMS AND
CONDITIONS OF THE RELEVANT AGREEMENT. YOU ALSO AGREE THAT NO CERTIFICATION AUTHORITY OR
OTHER THIRD-PARTY VERIFICATION IS NECESSARY TO VALIDATE YOUR E-SIGNATURE, AND THAT THE
LACK OF SUCH CERTIFICATION OR THIRD-PARTY VERIFICATION WILL NOT IN ANY WAY AFFECT THE
ENFORCEABILITY OF YOUR E-SIGNATURE OR THE RELEVANT AGREEMENT. YOU HAVE THE RIGHT TO
WITHDRAW YOUR CONSENT AT ANY TIME. TO WITHDRAW CONSENT, YOU MAY SEND A WRITTEN REQUEST
BY E-MAILING [email protected] IF CONSENT IS WITHDRAWN, Identity Fund RESERVES THE RIGHT TO
DISCONTINUE YOUR ACCESS TO THE SITE, TERMINATE ANY AND ALL AGREEMENTS WITH YOU OR OTHER
PARTIES HOSTED ON THE SITE, AND/OR CHARGE YOU ADDITIONAL FEES FOR PAPER COPIES. IF,
AFTER YOU CONSENT TO PROVIDE YOUR SIGNATURE ELECTRONICALLY, AND YOU WOULD LIKE A PAPER
COPY OF AN ELECTRONIC SIGNATURE, YOU MAY REQUEST A COPY WITHIN ONE HUNDRED EIGHTY (180)
DAYS OF THE ELECTRONIC SIGNATURE BY CONTACTING Identity Fund AS DESCRIBED ABOVE. Identity Fund
WILL SEND YOUR PAPER COPY TO YOU BY U.S. MAIL. IN ORDER FOR Identity Fund TO SEND PAPER
COPIES TO YOU, YOU MUST HAVE A CURRENT STREET ADDRESS ON FILE WITH Identity Fund AS YOUR
PRIMARY MAILING ADDRESS. IF YOU REQUEST PAPER COPIES, YOU UNDERSTAND AND AGREE THAT
Identity Fund MAY CHARGE YOU A PAPER COMMUNICATIONS FEE FOR EACH COMMUNICATION AT THE CURRENT
RATE DETERMINED BY THE COMPANY.
CONSENT TO ELECTRONIC DELIVERY.
AS A USER OF THIS PORTAL, YOU SPECIFICALLY AGREE TO RECEIVE, OBTAIN, AND/OR SUBMIT ANY
AND ALL DOCUMENTS AND INFORMATION ELECTRONICALLY. THESE DOCUMENTS AND INFORMATION WILL
BE COLLECTIVELY KNOWN AS "ELECTRONIC COMMUNICATIONS," AND WILL INCLUDE, BUT NOT BE
LIMITED TO, ANY AND ALL CURRENT AND FUTURE REQUIRED NOTICES AND/OR DISCLOSURES, AND ALL
RELEVANT AGREEMENTS RELATING TO YOUR ACTIVITIES ON THE SITE. YOU ACCEPT ELECTRONIC
COMMUNICATIONS PROVIDED VIA EMAIL AS REASONABLE AND PROPER NOTICE FOR THE PURPOSE OF
FULFILLING ANY AND ALL RULES AND REGULATIONS AND AGREE THAT SUCH ELECTRONIC
COMMUNICATIONS FULLY SATISFY ANY REQUIREMENT THAT COMMUNICATIONS BE PROVIDED TO YOU IN
WRITING OR IN A FORM THAT YOU MAY KEEP. AS A USER OF THIS PORTAL, YOU ARE RESPONSIBLE
FOR KEEPING YOUR PRIMARY EMAIL ADDRESS ON FILE WITH Identity Fund UP TO DATE, SO THAT
Identity Fund CAN COMMUNICATE WITH YOU ELECTRONICALLY. YOU UNDERSTAND AND AGREE THAT IF
Identity Fund SENDS YOU AN ELECTRONIC COMMUNICATION, BUT YOU DO NOT RECEIVE IT BECAUSE YOUR
PRIMARY EMAIL ADDRESS ON FILE IS INCORRECT, OUT OF DATE, BLOCKED BY YOUR INTERNET
SERVICE PROVIDER, OR YOU ARE OTHERWISE UNABLE TO RECEIVE ELECTRONIC COMMUNICATIONS,
Identity Fund STILL WILL BE DEEMED TO HAVE PROVIDED THE COMMUNICATION TO YOU.
Identity Fund provides single-use bonus-codes (“Promotion Code”) to Investors on the Portal from time to time. The Promotion Code can only be applied
toward investment commitments (“Investment Commitments”) for an Offering hosted by the Portal. The following describes the terms and conditions
of the Promotion Code program (“Promotion Code Program”).
The ability of an Investor to invest in an Offering on the Portal will depend on the
investor’s financial circumstances and investment history, pursuant to the eligibility
requirements of Regulation CF of the Securities Act of 1933 (“Reg. CF”). To use the Promotion Code an Investor must have an Investor account on the Portal. To
open an Investor account, a person has to provide certain information including contact
information and representations regarding their income and net worth and certain aspects
of their investment history.
Each Promotion Code (i) has an expiration date associated with the unique Promotion Code
(the “Term” — investors can check expiration dates.
), (ii) cannot be transferred in
any way (iii) is not reusable, and (iv) and may not be redeemed for cash (except as
required by law). An Investor may only use one Promotion Code during the Term and it is
a violation of these terms and conditions for an investor to indirectly (including
through entities formed for such purpose) use this Promotion Code multiple times.
The Promotion Code Program requires additional payment to make an Investment
Commitment. The Promotion Code Program applies to every Offering on the Portal during
the Term subject to the following restrictions.
A Promotion Code will
be applied and cannot be used if:
In the event an Investor applies a Promotion Code towards an Offering and either a) the
Investor cancels or reduces their Investment Commitment, b) the Offering is ultimately
undersubscribed or c) the Offering is ultimately withdrawn, (each a “Cancelled Investment Commitment”), the Investor will have the later of i) the Term or ii)
thirty-days, from the Cancelled Investment Commitment, to use the Promotion Code.
This Promotion Code can be used on the Portal solely if and when an Investor decides to
subscribe to an Offering during the Term. Identity Fund does not recommend or advise
Investors to make any investments through the Portal – startup investing is risky, you
are likely to lose all of the money you invest.
You must be 18 years of age or older to make an Investment on the Portal, Identity Fund
reserves the right to request proof of age. Void where prohibited or restricted by law.
Promotion Code terms and conditions are subject to change without notice. The Promotion
Code Program is governed by the laws of the State of New York.
This Terms of service was last updated on July 2nd, 2019.