Investing Platform Service Terms

I. INTRODUCTION

The following Investing Platform Service Terms (these “Investing Platform Service Terms”) modify and supplement our General Terms, the terms and conditions of which are hereby expressly incorporated by reference, and together with the General Terms, collectively governs your access and use of our Investing Platform Service. Capitalized terms used in these Investing Platform Service Terms, but not defined herein have the meanings given to such terms in the General Terms. In the event of any conflict or inconsistency between these Investing Platform Service Terms and the General Terms, the applicable terms of these Investing Platform Service Terms will control with respect to your use of the Investing Platform Service.

II. INVESTING PLATFORM SERVICE

Significant regulatory considerations apply to the capital raising process, and these Investing Platform Service Terms set forth terms on which Fund Managers interact with Investors through our platform.

FUND MANAGERS: If you manage a fund on the Investment Platform Service (“Fund Manager”), you are welcome to upload information about your business plan, including information you consider confidential (including Locked Information), and to designate which Investors may see that information (either by listing specific Investors, or by indicating categories of Investors that may see your Locked Information). “Locked Information” means, all information acquired by, through or in connection with your use of the Investing Platform Service or the Site that was provided by another person and which is identified as “Locked” in any manner reasonably designed to identify the character of such information.

We will do our best to display information you have designated as “Locked” only to Investors who have told us that they fit within the categories you have identified. We cannot, however, guarantee that Investors who see your Locked Information do not distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that allows unauthorized viewing of material, that Investors actually fit within the categories they have identified themselves under, or that allows unsolicited contacts to occur.

INVESTORS: The only people who are authorized to create Investor accounts on the Site are sophisticated investors with personal or professional experience assessing the long term business prospects of early stage companies (“Investors”). Investors must understand the risk of investing in early stage companies, including the high likelihood of loss and long period of illiquidity. In addition, if you are using the Site as an Investor, you must qualify as an Accredited Investor, as defined in Section IX (Definitions) of these Investing Platform Service Terms, and be sophisticated enough to protect your own interests. As an Investor, you may participate in one of the funds offered through the Site or invest in one or more “syndicates.” In the course of participating in investment opportunities through the Site, you may receive Locked Information. You will also want to select what kinds of Fund Managers you would like an introduction to and what kinds of business plans you would like to see. We do not promise to make introductions to all Fund Managers or show you all business plans that meet your criteria, nor can we promise that all Fund Managers we introduce and business plans that we show you will actually satisfy your criteria, but we will try.

GENERAL USERS: Certain portions of the Site will be visible to Users who have not signed up as either Fund Managers or Investors. Those Users, nevertheless, are bound by these Investment Platform Service Terms. Fund Managers should be aware that information they provide that is not designated as “Locked” will be visible to everybody.

All New Investors Must be Accredited Investors. We will require each new User of the Investing Platform Service who identifies themselves as an Investor to qualify as an Accredited Investor. We have designed this Investor qualification review to make potential Investors think about whether they really are accredited and sophisticated, but we do not verify the representations they make.

We also hereby reserve the right to modify or discontinue your access to the Investing Platform Service at any time for any or no reason.

III. INVESTING PLATFORM SERVICE FEES AND PAYMENT

Your subscription level and corresponding pricing and other terms will be as specified when you create an account through the Site or otherwise execute a separate written service supplement with us. You may upgrade your subscription any time during your subscription term by providing written notice to us (which may be given by email to [email protected]) and agreeing to pay the applicable incremental fees we communicate to you for such upgrade. We may modify the terms of your subscription from time-to-time upon notice to you in accordance with Section XIII (Modification of Terms) of our General Terms, including by subjecting you to limitations that we may impose from time to time in our sole discretion.

Fees. You agree to pay AngelList, its affiliates and other third parties, as applicable,the fees specified on the subscription page on the Site when you subscribe for an Investing Platform Service (as may be modified from time to time upon notice to you in accordance with Section XIII (Modification of Terms) of our General Terms), or that are otherwise set forth on a separate written service supplement(s) or agreements executed by the parties (the “Fees”). We reserve the right at any time to change our fees (including to begin charging for services that we are currently providing free of charge) and billing methods in accordance with Section XIII of our General Terms), effective either immediately upon posting on the Site, notifying you through the Investing Platform Service or by email delivery to you.

Fee Payment Terms. You will pay the fees on the time basis (e.g., monthly, annual), on the day of such an applicable term, as applicable, depending on the Investing Platform Service you opt-into or the terms of a separate written service supplement(s) or agreement(s).

IV. COVENANTS

You agree that:

  1. Requirements related to Investments.
    1. you will only invest in a syndicate, fund or other product offered through the Site after carefully reviewing and assessing the terms of the investment, including the related private placement memorandum, subscription agreement and organizational documents as well as any information provided through the Site;
    2. 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;
    3. 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 U.S. state or of any foreign government with jurisdiction over you or any Investor);
    4. you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice (i.e., get a good startup attorney);
    5. you have reviewed and understand the discussion of risks found here, and that you are otherwise aware of the risks of making angel investments;
    6. you do not expect AngelList to recommend any investment;
    7. you will not treat any Content, email or other information you receive as a result of your access to the Investing Platform Service as a recommendation or representation of any kind by any AngelList Party on which you should rely unless such information has been expressly identified as created by an AngelList Party; and
    8. you will not use AngelList to market services, particularly investment advisory services that might cause AngelList or its affiliates to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter.

V. GENERAL SECURITIES PRINCIPLES

The securities laws applicable to private company finance are complicated and occasionally ambiguous. In general, they are designed to protect unsophisticated people from making poor investment decisions. Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption. Generally, startup ventures use one or more of the “private placement” exemptions because they allow for the raising of 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 such issuer’s behalf may offer or sell the securities by any form of “general solicitation”, except where, as provided under Rule 506(c) of Regulation D, the issuer has taken reasonable steps to verify that all of the investors in the offering are Accredited Investors. Furthermore, many states and foreign countries all have their own regulations governing securities transactions that must be observed. Investors from Canada must also satisfy certain conditions to create Investor accounts. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site.

VI. INVESTING BANKING SERVICES

Users may be required to open a bank account with a bank to facilitate the Investing Platform Service. “Investing Banking Services” are the services provided to you by a Bank (as defined in the Investing Banking Terms) and, as applicable, us as a bank partner. By using the Investing Banking Services, you agree to the Investing Banking Terms. If you don't agree with any provision of the Investing Banking Terms, you may not use the Investing Banking Services and other aspects of the Investing Platform Services dependent thereon.

VII. LIMITS ON THE COMPANY’S OBLIGATIONS

  1. Introductions. We are not obligated to introduce you to any Fund Manager or Investor.
  2. Verifying Due Diligence. We are not responsible for doing diligence on the Fund Managers, Investors, or other users you meet through AngelList or verifying any representations, materials or other information provided by Fund Managers, Investors, or other users to you.
  3. Verifying Accredited Investor Status. We are not responsible for verifying that any Investor is accredited, is a Qualified Purchaser, or otherwise authorized or appropriate to invest in you, or for determining whether any use of AngelList constitutes a general solicitation of securities under the securities laws of the United States, or the laws of any state or other jurisdiction, including foreign jurisdictions.
  4. No Recommendations. We do not recommend any startups for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by startups on the Site or in our emails. In particular, we do not act as an investment adviser to any Investor(s) and no part of this Site is intended to constitute investment advice.
  5. Business Opportunities. In the event that the Company invests in any business, we are not obligated to make that investment opportunity available to anyone else.

VIII. TERM AND TERMINATION

Unless terminated by AngelList, these Investing Platform Service Terms will remain in full force and effect while you use the Investing Platform Service. We may terminate these Investing Platform Service Terms at any time and for any reason or no reason, including, without limitation, if you are suspected of violating any provision of these Investing Platform Service Terms or the General Terms. All provisions of Section II (Investing Platform Service), Section III (Investing Platform Service Fees and Payment), and this Section VIII (Term and Termination) and any other provision of these Investing Platform Service Terms which by their nature are designed to survive termination shall survive any termination or expiration of these Investing Platform Service Terms.

IX. DEFINITIONS

The accreditation requirements vary between countries, but to invest on the AngelList platform all Investors must at least meet U.S. accreditation requirements. The definitions below are only summaries of U.S. definitions that summarize those portions that may apply to you. We are not responsible for providing complete definitions or updating them, including to reflect changes to them.

Non-U.S. investors should also review the standards under their local law.

  1. "Accredited Investor"
    1. In particular, “Accredited Investor” is defined by the SEC in Rule 501 of Regulation D under the Securities Act of 1933 as follows:
      1. 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;
      2. 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, excluding the person’s primary residence;
      3. a director, executive officer or general partner of the company selling the securities;
      4. a business in which all the equity owners are accredited investors;
      5. a charitable organization, corporation or partnership with assets exceeding $5 million;
      6. a bank, insurance company, registered investment company, business development company or small business investment company;
      7. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, 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;
      8. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes;
      9. a natural person who holds in good standing a Series 7, 65 or 82 license;
      10. a natural person who is a “knowledgeable employee” (as defined under Rule 3c-5(a)4 of the Investment Company Act) of a 3(c)(1) or 3(c)(7) private fund; or
      11. an SEC- or state-registered investment adviser, or exempt reporting adviser.
    2. With respect to persons accessing the Site from outside of the United States, references to “Accredited Investor” status shall include all relevant investor sophistication standard(s) applicable to persons in each such jurisdiction seeking to make private venture investments of such nature as enabled by the Site.
  2. "Qualified Purchaser" is defined under Section 2(a)(51) of the Investment Company Act of 1940.
    1. In particular, Qualified Purchasers include:
      1. 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 with that person’s Qualified Purchaser spouse) who owns not less than $5,000,000 in “Investments” (as defined below);
      2. any company that is wholly owned directly or indirectly by or for two or more individuals who are related as siblings, spouses (including former spouses) or direct lineal descendents 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, that owns not less than $5,000,000 in Investments;
      3. 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);
      4. 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;
      5. any company (regardless of the amount of such company’s Investments) beneficially owned exclusively by Qualified Purchasers or by a company’s “knowledgeable employees” (as defined under Rule 3c-5(a)4 of the Investment Company Act);
      6. 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; or
      7. any person (“Transferee”) who acquires interests from a person (“Transferor”) that is (or was) a Qualified Purchaser other than the Company, 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.
    2. The term Qualified Purchaser does not include a company that, but for the exceptions provided for in paragraph (1) or (7) of section 3(c) of the Investment Company Act, would be an investment company (here after in this paragraph referred to as an ‘‘excepted investment company’’), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with section 3(c)(1)(A), 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) of 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. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (2) or (3) of subparagraph (i) shall constitute consent for purposes of this subparagraph.
    3. For the purposes of the definition of Qualified Purchaser, the term “Investment” (as defined under Rule 2a51-1 of the Investment Company Act) means:
      1. 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;
      2. real estate held for investment purposes;
      3. commodity interests held for investment purposes;
      4. physical commodities held for investment purposes;
      5. to the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the Investment Company Act entered into for investment purposes;
      6. 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 Investment Company Act, 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
      7. 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.

X. EFFECTIVE DATE

These Investing Platform Service Terms were last updated on July 17, 2023.

XI. HOW TO CONTACT US

If you have any questions about these Investing Platform Service Terms, please contact us at [email protected].

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