The Service is available only to Investors that are Accredited Investors (as defined under Rule 501 of SEC Regulation D under the Securities Act of 1933) and Issuers who are, in each case, at least 18 years old. Under current securities laws, you are an Accredited Investor if you fall under one of the following categories:
- a natural person who has individual net worth, or joint net worth with the person’s spouse (including all assets, such as cash, stock, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities other than a mortgage or other debt secured by your primary residence), that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
- 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;
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- 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;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a director, executive officer, or general partner of the Issuer;
- a business in which all the equity owners are Accredited Investors; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
Investors who are not Accredited Investors will only be permitted to logon and access certain content on the Site which is made publicly available and expressly excludes any offers for the sale of securities. Such Investors are prohibited from investing in any offering on the Site or reviewing any offer or solicitation for the sale of securities.
You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. DifferentFunds may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. Where the provision set forth in the preceding sentence is deemed to be invalid, illegal or unenforceable in any particular jurisdiction, any User’s right to access the Service is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify DifferentFunds for violations of this Agreement.
Risks of Investing
Fund listings on the Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Fund offerings on Different may consist of venture capital funds, angel funds, accelerator funds, and other investment vehicles that pursue investments in early-stage private companies. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may not be made available to all Accredited Investors, but only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, Investors must meet certain eligibility tests to qualify as purchasers, including, but not limited to meeting Accredited Investor status.
The value of investments and any income from investments can fall as well as rise. Past performance is not a guarantee of future performance. The contents of the Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review of any proposed investment. You should obtain investment, legal and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured and may lose value, and DifferentFunds does not provide any refund or guarantee of an investor’s contribution.
None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular User’s investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where DifferentFunds is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.
Each Issuer is solely responsible for the material such Issuer posts on the Site and, by posting such material, represents that (i) it has complied in all material respects with all applicable rules and regulations and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Site and Investors are entitled to rely upon any representations made by the Issuer. Each Issuer is solely responsible for ensuring that its securities offering, including use of the Site, is in compliance with all applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or any body duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing (“Applicable Laws”). Each authorized representative of an Issuer accessing the Site hereby represents and warrants, on behalf of such Issuer, that its use of the Site is, and shall be at all times, in compliance with Applicable Laws.
No Guarantee of Investment
DifferentFunds is not obligated to introduce you to any Issuer or Investor. Any introductions are made solely at DifferentFunds’ discretion. DifferentFunds does not guarantee that an Issuer will accept an Investor’s investment in any fund offerings. In addition to DifferentFunds’ own requirements, Issuers may require Investors to answer investor questionnaires and/or undergo due diligence and background checks before you are allowed to invest in a fund offering. Issuers may decline to accept an Investor into their fund, at their sole discretion. In addition, DifferentFunds does not guarantee that an Investor that has indicated an interest in a fund offering will actually invest in that fund offering. An Investor may decline to pursue a fund investment, at its sole discretion. In addition, Investors that have made a capital commitment to a fund investment may be unable to make a capital contribution when due on account of their financial circumstances or other factors.
Third Party Agreements
Any agreements between Issuers and Investors, including but not limited to subscription agreements, operating and limited liability company agreements and side letter agreements, are solely between the parties to those agreements. DifferentFunds will not bear any liability to any Issuer, Investor or any other party to any of those agreements, or their successors, heirs, assigns or third-party beneficiaries, on account of any breach of such agreement, unless DifferentFunds expressly enters into such agreement as a party thereto and liability is imposed pursuant to such agreement’s terms.
Our Services and certain pages of the Site are available only to Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening and/or identification verification. Only Users of Different with a valid User ID and password are authorized to access such services and web pages.
Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or the Service or interfere with any other party’s use and enjoyment of the Site or the Service. You agree that you will not engage in any activities related to the Site that are contrary to Applicable Laws. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. DifferentFunds reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at firstname.lastname@example.org
DifferentFunds reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and DifferentFunds does not undertake any obligation or responsibility to update or amend any such information. DifferentFunds may discontinue or change any product or service described in or offered on the Site at any time. DifferentFunds further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. You agree that DifferentFunds and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
United States Use Only
The Site is intended to be used only by Users who are residents of the United States. Users who access the Site from outside the United States do so at their own initiative and risk and are responsible for compliance with all Applicable Laws. DifferentFunds may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.
The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on the Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the Applicable Laws and regulations of your country of residence. The content provided on the Site does not constitute an offer or solicitation to sell securities referred to on the Site by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is your responsibility to be aware of and to observe all Applicable Laws of any relevant jurisdiction, including the one in which you reside.
Use of Links
Third Party Content
Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively “Third Party Content”). DifferentFunds does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that DifferentFunds is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.
Consent to Receive Notices Electronically
To the extent permitted by Applicable Laws, your use of the Site constitutes your consent to receive all communications from us, including notices, agreements, legally required disclosures or other information in connection with DifferentFunds or materials or services provided (collectively referred hereafter as “Notices”) electronically. We will provide such electronic Notices by email. The delivery of any such Notice is effective when emailed, regardless of whether you read the Notice. If you want to withdraw your consent to receive such Notices electronically, you must discontinue use of the Site.
The Different logos are trademarks and service marks of DifferentFunds. DifferentFunds or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon (“Content”). The Site contains the copyrighted material, trademarks and other proprietary information of DifferentFunds and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of DifferentFunds.
In addition, to the extent you receive information from DifferentFunds, Issuers or Investors with respect to any investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Issuer or Investor. You agree that DifferentFunds may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any Applicable Laws, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of DifferentFunds, its Users, or the public.
By using and accessing DifferentFunds, you agree to keep all information you learn about funds and investment opportunities on the Site private and confidential.
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify DifferentFunds as soon as possible by sending an email to email@example.com, with the following information in accordance with Section 512(c) of the 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.
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, DifferentFunds will also terminate a User’s account if the User is determined to be a repeat infringer.
DifferentFunds may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by sending an email with the subject line “Terminate Account” to firstname.lastname@example.org with the full name and registered email of the User seeking account termination. DifferentFunds may require you to verify that you are the User seeking termination before terminating your account. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
DifferentFunds has no special relationship with or fiduciary duty to you. You acknowledge that DifferentFunds has no control over, and no duty to take any action regarding: which Users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release DifferentFunds from all liability for you having acquired or not acquired Content through the Site. DifferentFunds makes no representations concerning any Content contained in or accessed through the Site, and DifferentFunds will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
DifferentFunds neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND SITE-RELATED SERVICES.
DifferentFunds makes no representation or warranty, express or implied, with respect to any third party data provided to DifferentFunds or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. DifferentFunds will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by DifferentFunds or “force majeure” or any other cause beyond the control of DifferentFunds.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
Electronic Communication Privacy Act Notice (18 U.S.C. 2701-2711)
DifferentFunds makes no guarantee of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. DifferentFunds will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on DifferentFunds’ equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless DifferentFunds, its affiliates, their respective heirs, successors and assigns, and the employees, contractors, officers, directors, managers, owners, partners, agents, and representatives, suppliers and service providers of each of the foregoing from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User submissions, violation of the Agreement, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. DifferentFunds reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with DifferentFunds in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL DIFFERENTFUNDS, NOR ITS AFFILIATES, NOR THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS, NOR ANY OF THE EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS, MANAGERS, OWNERS, PARTNERS, AGENTS, REPRESENTATIVES, SUPPLIERS AND SERVICE PROVIDERS OF ANY OF THE FOREGOING, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Governing Law; Arbitration
This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and DifferentFunds, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against DifferentFunds only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to DifferentFunds, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to DifferentFunds.