The portion of our Service (and certain pages of the CF Website) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to certain qualified, registered and authorized users. Such portions of our Service and the CF Website may thus not be available in all jurisdictions or to all Users.
For persons resident in the United States, only “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act” ), with a valid User ID and password, are authorized to access such services and web pages (such persons being ( (“Accredited Investors”)). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two (2) years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. In some cases, you may be required (and prior to actually investing in securities offering, will be required) to provide supporting documents to issuers that provide proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for CrowdFranchise to immediately discontinue your use of the Service by preventing your access to the CF Website and the Service.
Persons who are resident outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Our services (and certain pages of the CF Website) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein 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 the Company is not authorized to provide such information or services.
At this time, our Service cannot be used by Non-U.S. persons (which are defined as any person falling outside of the definition of the term “U.S. Person” under Regulation S adopted by the Securities and Exchange Commission of the U.S. on 24th April 1990, as amended from time to time). Each investment product and service referred to on the CF Website is intended to be made available only to U.S. persons, and is only available in jurisdictions where that investment product or service may lawfully be made available
The securities offered on, at or through the CF Website have not been, and will not be, registered under the Securities Act, in reliance on the exemptive provisions of Section 4(2) of the Securities Act and Regulation D and Rule 506, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission (S.E.C.), nor any state securities commission or other regulatory authority, has reviewed, recommended or approved any investment described on, and/or the accuracy or completeness of any of the information or materials provided by or through, the CF Website. CrowdFranchise is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration. To the extent required, the sale of securities offered on, at or through the CF Website, will be made by, or otherwise with the assistance of, a securities broker/dealer registered with the S.E.C. and/or the Financial Industry Regulatory Authority, Inc. (F.I.N.R.A.) (such entity; a “ Registered Broker ”).
Investment overviews on the CF Website contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes ONLY and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the CF Website has been prepared, or otherwise presented, by CrowdFranchise without reference to any particular user's investment requirements or financial situation, and potential investors are STRONGLY URGED to consult with professional tax, legal and financial advisors before making any investment.
You may not become a beneficial owner of twenty percent (20%) or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person” ) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event” ). By using the Service or the CF Website, you hereby represent that you are not subject to a Disqualifying Event and that you will promptly notify CrowdFranchise in writing should any Disqualifying Events be applicable to you. CrowdFranchise is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.
Our CF Website contains certain confidential information ( “Confidential Information” ), much of which pertains to the investment offerings listed on our platform. Confidential Information includes, but is not limited to, all technical and non-technical data. By accessing or using the CF Website, you agree that all Confidential Information will be kept in confidence by you and that you will only use such Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent: (a) it was in the public domain at the time of disclosure; (b) became publically available after disclosure without breach of this agreement; (c) was lawfully received from a third party without such restrictions; (d) it was known to you without such restrictions prior to your access to it via our CF Website; (e) it was independently developed by you without breach of this agreement; (f) it was generally made available to third parties by CrowdFranchise without such restriction; or (g) disclosure is required by applicable law.
In consideration of your use of the CF Website, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the CF Website (collectively the “ Registration Data ”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; (d) be fully responsible for all use of your account and for any actions that take place using your account; (e) immediately notify Company of any unauthorized use of your password or account or any other breach of security; and (f) ensure that you exit from your account at the end of each session when accessing the service. Company will not be liable for any loss or damage arising from your failure to comply with this Section.
By posting User Content to any part of the CF Website, you automatically grant, and you represent and warrant that you have the right to grant, to the Company and the CF Website an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the CF Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the CF Website at any time. If you choose to remove your User Content, the license granted above will not expire.
You may review personal information (including credit data) posted by other Users on the CF Website, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users.
If you believe that any material on the CF Website infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Ginsberg Jacobs LLC
300 South Wacker Avenue, Suite 2750
Chicago, Illinois 60606
Attention Anthony J. Zeoli, Esq.
To meet the notice requirements under the Digital Millennium Copyright Act (“ DMCA ”), the notification must be a written communication that includes the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) 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; (d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (e) a statement that the complaining party has 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 (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the registrations of Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the CF Website and/or terminate the registrations of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Because CrowdFranchise operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with the CF Website, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.
Each of the CrowdFranchise Parties and Registered Broker (to the extent applicable) generally receive all payments, and make all disbursements, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us (the “ User Account ”). By accessing or using the CF Website and the Service, you authorize the financial institution holding the User Account to pay any and all amounts described herein, and authorize CrowdFranchise, the Company and/or Registered Broker (to the extent applicable) to make any and all investment disbursements, to such User Account. You further agree to provide CrowdFranchise updated information regarding the User Account upon CrowdFranchise’s request and at any time that the information earlier provided is no longer valid.
As part of doing business with the CrowdFranchise Parties and/or Registered Broker (to the extent applicable), you must also consent to our giving you certain disclosures electronically, either via our CF Website or to the email address you provide to us. By accessing or using the CF Website and the Service, you hereby agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our CF Website, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a “ Disclosure ”), from one or more of the CrowdFranchise Parties, Registered Broker (to the extent applicable), and/or any service provider one or more of the foregoing may use from time to time. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “ IRS Form 1099 ”). The decision to accessing or using the CF Website and the Service is yours. This document informs you of your rights concerning such Disclosures.
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any and all transactions now or hereinafter occurring to which such Disclosures relate, whether between you and any of the CrowdFranchise Parties and/or Registered Broker (to the extent applicable). Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
You may not withdraw such consent as long as you have outstanding any investments made by or through the CF Website and/or the Service. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.
You also hereby expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from any one or more of the CrowdFranchise Parties and/or marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective "app store". If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail at firstname.lastname@example.org by calling us at (312) 242-1843. You may also reach us in writing to us at the following address: CrowdFranchise, 215 W. Ohio St. Ste. 1W, Chicago, IL 60654.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EACH OF THE CROWDFRANCHISE PARTIES HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Neither the Company, nor any of the other CrowdFranchise Parties, guarantees the accuracy of any User Content or Third Party Content, or any portion thereof. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the CF Website and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the CF Website or in connection with any User Content or Third Party Content. Further, neither the Company, nor any of the other CrowdFranchise Parties: (a) is responsible for the conduct, whether online or offline, of any User of the CF Website or Service; (b) can guarantee or promise, or does guaranty or promise, any specific results (relating to investments or otherwise) from use of the CF Website and/or the Service.
The CF Website and/or the Service may be temporarily unavailable from time to time for maintenance or other reasons. Neither the Company, nor any of the other CrowdFranchise Parties, is responsible, or shall otherwise be held liable (in whole or in part): (a) for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications; (b) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet, on the CF Website, or combination thereof, including without limitation, injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. By using the CF Website or the Service you hereby acknowledge and agree that, under no circumstances, will the Company or any of the other be CrowdFranchise Parties responsible for any loss or damage (including without limitation, any loss or damage to any User Content and/or personal injury or death) resulting, directly or indirectly, from: (a) anyone's use of the CF Website and/or the Service; (b) any User Content or Third Party Content posted on or through the CF Website or the Service or transmitted to Users; and/or (c) any interactions between Users of the CF Website, whether online or offline.
The Company reserves the right to change any and all content contained in the CF Website and any Services offered through the CF Website at any time and from time to time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
By using the CF Website and/or the Service, you hereby irrevocably (to the fullest extent permitted by law):
(C) WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG YOU AND ANY ONE OR MORE OF THE CROWDFRANCHISE PARTIES ARISING OUT OF, OR IN ANY WAY RELATED TO, UR USE OF THE CF WEBSITE AND/OR THE SERVICE, OR ANY RELATIONSHIP BETWEEN YOU AND SUCH OF THE CROWDFRANCHISE PARTIES.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the CF Website and/or the Service (“ Submissions ”), provided by you to Company or any of the other CrowdFranchise Parties are non-confidential and shall become the sole property of Company. Further, the Company shall own exclusive rights (including, without limitation, all intellectual property rights), and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.