Terms of Use
Effective Date: February 10, 2018
Welcome to BaseVenture and Fundmanager.io. By accessing the Service (as defined below), or by checking or selecting an “I agree” or similarly worded box or button indicating your acceptance of these Terms of Use, you agree to be bound by these Terms of Use, which constitute your agreement with Base Venture Investing, Inc., a Delaware corporation. The BaseVenture and Fundmanager.io websites and mobile applications, together with any services or software provided by us through or in connection with such websites or applications, are collectively referred to in these Terms of Use as the “Service”. References to “we,” “us,” and “our” refer to Base Venture Investing, Inc. If you are entering into this agreement on behalf of a company or other entity, you represent that you have the authority to, and do hereby, bind such entity to this agreement, and references to “you” or “your” will refer to such entity. If you do not have such authority, or if you do not agree with the terms of this agreement, you must not accept this agreement and neither you nor such entity may use the Service.
We may amend these Terms of Use at any time by posting the modified Terms of Use on the Service. The modifications shall be effective upon such posting (unless a later date is specified in the posting, in which case that date shall be the effective date of the modifications). You agree to review these Terms of Use periodically so that you are aware of any modifications. Your continued use of the Service after such modifications constitutes your acknowledgment of, and agreement to be bound by, the amended Terms of Use.
Investors, Managers, Administrators and Other Users
Use. The service allows certain authorized investors to independently connect with Fund managers, Fund sponsors, Fund administrators, Fund issuers, banks and other third parties that offer, administer, manage, service or support Funds (collectively referred to in these Terms of Use as “Managers” or “Administrators”). The Service may also allow use by investors’ representatives, advisors and other service providers to whom the investor grants access to the investor’s account or content. As used in these Terms of Use, the term “user” means any of the foregoing investors, Managers, Administrators and other users, and the term “Fund” means any fund, security, or other investment offering, vehicle or interest (whether equity, debt or otherwise).
Independent Relationships. Your interactions with any investor, Manager, Administrator or other user of the Service, including any transactions you may enter into with such other user, are entirely between you and such other user. While the Service is meant to facilitate your communication with other users, we are not a party to any transaction you may enter into with any other user, including without limitation any offer, purchase or sale of securities. Without limiting the foregoing, we are not an agent, representative or promoter with respect to any Fund or any Manager, Administrator or other user, and use of the Service by a user or with respect to a Fund does not imply or represent any endorsement by us of such user or Fund.
Access to the Service
Age Requirement; Responsibility. You represent that you are old enough to form a legally binding contract. You may not access or use the Service unless you are at least 18 years old. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or other device. You are responsible for your use of the Service and for all activities that occur under your account or password. You agree to notify us immediately of any known or suspected breach of these Terms of Use or unauthorized access to or use of the Service.
Registration; Account Information. You are required to maintain and promptly update all information provided during your registration process, and any other information you provide to us, so that it remains true, accurate, up-to-date and complete at all times. You represent and warrant that all such information provided by you is true, accurate and complete. If a third party registers you with the Service or creates an account for you in the Service (for example, when an Administrator creates an account for an investor), the third party has the right to manage, suspend or terminate your account, change your password, view your usage and profile data (including how and when your account is used), store content in your account, and access Your Content.
Entity’s Named Users. If you are an entity, a unique username and password will be provided for each of your authorized named users to enable such authorized named user to access the Service on your behalf in accordance with these Terms of Use and any other guidelines or instructions included by us in the Service (which may include fees for additional named users). As used in these Terms of Use, the term “named user” means each of your employees and contractors whom you identify to us by name as being authorized to use the Service on your behalf. Each such username and password may only be used by such named user and may not be shared with other users. Without limiting the foregoing or any other remedies available to us, if more than one user has accessed or used the Service via a single username in violation of these Terms of Use, all applicable Fees will apply with respect to all such users. You are responsible for all activities that occur under such usernames and passwords.
License. Subject to and in accordance with these Terms of Use and other guidelines or instructions included in the Service by us, we grant you a limited, non-exclusive license to access and use the Service. We reserve the right to terminate this license and your access to the Service at any time, for any or no reason and with or without notice. We reserve the right to revoke any particular username, or to require you to choose another username or password. We may update, upgrade or otherwise modify the Service at any time with or without notice.
Use of the Service; Prohibited Conduct
General. You may use the Service only in accordance with these Terms of Use and all applicable laws and regulations (including without limitation all applicable United States federal and state securities laws and regulations, and any applicable securities laws and regulations of foreign jurisdictions.)
Managers and Administrators. Without limiting any other provision of these Terms of Use, Managers and Administrators may use the Service only to provide information regarding their related Funds, to manage information about such Funds and related investors, and to communicate with other users of the Service, in each case in the manner explicitly permitted by the Service. To the extent applicable under securities laws, Managers or their related Administrators bear sole responsibility for determining and verifying each investor’s status as an “accredited investor” (as defined by United States federal securities laws and regulations.) Managers or their related Administrators bear sole responsibility for complying with all laws and regulations applicable to their activities, including without limitation all legal requirements related to the provision of documents or information in writing or otherwise.
Investors. Without limiting any other provision of these Terms of Use, authorized investors (together with their representatives, advisors and other service providers to whom they grant access to their account or content) may use the Service only for their personal use and not for any commercial purpose.
Investors may not:
(1) use the Service for any purpose other than to communicate with other users of the Service in the manner explicitly permitted by the Service, and such other purposes as are explicitly permitted by the Service;
(2) use any information obtained through the Service (whether provided by us, any other user, or other third party) for any purpose other than as explicitly permitted by the Service; or
(3) disclose to anyone any information obtained through the Service about any investment opportunity or securities offering (other than the investor’s own legal, tax, financial or other advisors for the purpose of receiving such advice.)
Prohibited Conduct (All Users). You agree not to:
(1) use the Service in a manner that could damage, disable, overburden or impair the Service, or interfere with any other user’s ability to use the Service;
(2) harvest or otherwise collect or disseminate personal information about others without their consent, or harass or “stalk” another;
(3) impersonate any person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of messages, or create any user account by automated means or under false pretenses;
(4) gain or attempt to gain unauthorized access to the Service, or other accounts, computer systems or networks connected to the Service, through password mining or any other means;
(5) export technical data or other materials in violation of any applicable law;
(6) use any automated software, device, or process (including without limitation any “web crawler” or “screen scraper”) to extract or index any data or other content from the Service (including without limitation information about users of the Service);
(7) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, including without limitation the use of framing techniques to enclose any content, and the placement of pop-up windows over web pages;
(8) authorize, aid, or encourage anyone to act in violation of these Terms of Use; or
(9) upload, transmit or otherwise make available data, information or material that:
(a) is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable;
(b) infringes any intellectual property right or other right of any third party, including but not limited to any patent, trademark, service mark, trade secret or copyright;
(c) constitutes the unauthorized or unlawful disclosure of confidential or other proprietary or nonpublic information;
(d) constitutes unsolicited or unauthorized advertising or promotional materials, “chain letters,” “junk mail,” “spam,” “pyramid schemes” or any other form of disruptive messages; or
(e) contains viruses, trojan horses, worms or any other harmful or disruptive computer code, files or programs;
(f) is fraudulent, misleading or otherwise intentionally inaccurate.
Securities Offerings by Managers
Private Offerings; Illiquid Investments. Securities listed on the Service may not have been registered under the Securities Act of 1933. The offer and sale of such securities by Managers are made in reliance upon exemptions to the registration requirements of the Securities Act and state law, and such reliance may be based in part on the representations investors make in these Terms of Use and in their agreements with the Manager. Securities sold in such private offerings are not publicly traded and are subject to restrictions on resale, and are therefore illiquid investments. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any investment opportunity or security listed on the Service.
No Advice or Endorsement by BaseVenture. We are not a broker-dealer, funding portal or investment advisor. We provide no recommendation or endorsement with regard to any Fund listed on the Service, and we are not responsible for the actions or omissions of any investor, Manager, Administrator or other user of the Service. Nothing included in the Service shall be deemed to be legal, tax, financial or other advice. Investors are encouraged to seek legal, tax, financial and other appropriate professional advice prior to using the Service or making any investment.
Privacy
Please see our Privacy Policy, which also governs your use of the Service and is hereby incorporated into these Terms of Use.
Fees
In order to use certain portions of the Service, you may be required to purchase a subscription or pay another form of fee (“Fees”). Unless otherwise stated, all Fees are payable in U.S. Dollars. You agree to pay all Fees incurred by you or anyone else using your account, and you hereby authorize us and our third-party payment service providers to collect such Fees using the credit card or other payment method you provide to us. We reserve the right to institute new Fees or change the amount of, or basis for determining, any Fees.
You must keep the payment method and other billing information you provide to us current at all times. You can access and change your payment method and billing information via the Service. Any such change will not affect charges we submit via the prior payment method and billing information before we reasonably could act on the change.
Fees do not include any taxes, levies, duties or other governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, imposed or assessed by any authority or jurisdiction (collectively, “Taxes”). You are responsible for the payment of all Taxes (other than Taxes assessable against us based on our income) associated with Fees payable or your subscription to and use of the Service.
In the event you fail to timely meet your payment obligations, you will pay us an additional 1% of the overdue balance per month until paid (or the maximum amount permitted by applicable law, if lower), pro-rated for any partial month. We may use a third party to collect past due amounts. You will pay us for the costs we incur to collect any past due amounts from you, including reasonable attorneys’ fees.
Term and Termination
Unless otherwise stated in a signed Statement of Services, the Service is provided on a month to month basis and may be terminated at any time by either party with six months notice.
Proprietary Rights
All content included in the Service and originating with us, including but not limited to website design, text, photographs, graphics, sound, software and the arrangement of all content in the Service, is the property of Base Venture Investing, Inc. or its licensors, and is protected by United States and international copyright and other applicable law. All rights to such content are reserved to their respective copyright owners. Except as expressly authorized by these Terms of Use or any guidelines or instructions included in the Service, you may not reproduce, modify, copy, create derivative works of, sell or distribute any portion of the Service, use of the Service or access to the Service. You may not reverse engineer, reverse assemble, decompile or otherwise attempt to determine or derive the source code of the Service or any portion thereof.
“BaseVenture” and all related logos, graphics and icons are service marks or trademarks of Base Venture Investing, Inc. All other trademarks, service marks, product names and company names or logos that appear on this site are the property of their respective owners, and their presence in the Service does not represent an endorsement of the Service.
Third-Party Websites
The Service may provide links to third-party websites, whose content, business practices and privacy policies are not under our control. We are not responsible for the content of any linked website or any link contained in a linked website, and we will not be liable for any damage or loss caused by or in connection with the use of such websites or any information, product or service available on or through such websites. The inclusion of a link in the Service does not imply any endorsement by us or any affiliation between us and the third party. In following links to third-party websites, you may be exposed to content that you consider offensive or inappropriate.
Content Provided By Users
You are responsible for all content you submit to the Service (“Your Content”) and any content you share with other users via the Service. You warrant that you have all rights necessary to submit Your Content to the Service, and that the public display and other use of Your Content by us will not violate the rights of any third party. We use commercially reasonable methods to store Your Content; however, we cannot guarantee that such stored content will never be lost or damaged, and you should keep your own copy of Your Content to the extent you deem necessary. We may store and process Your Content within or outside of the United States of America. If we terminate your access to the Service, you may request Your Content within 30 days after such termination, which request must be made to us in writing. Upon such request, and subject to the payment of any additional fees required by us, we will provide you with copies of Your Content as it was available to you through the Service immediately prior to such termination. Such copies will be delivered in electronic or other form and manner as determined by us. Please note that Your Content includes only content you submitted to the Service and not the content of other users, even if you had access to such other users’ content via the Service.
In connection with our provision of the Service, you hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable, transferable license to use, reproduce, modify, translate, publicly display, perform, create derivative works of, publish and distribute Your Content solely in order to provide the Service to you and anyone that you request to have access to the Service. In addition, with regard to content submitted to the Service by you and other users, we may collect, use and share with third parties such content solely in an anonymized, aggregate form for any purpose.
In using the Service, you may access content submitted or otherwise made available by other users, including without limitation any materials provided by Managers or Administrators with regard to investment opportunities. We do not pre-screen, edit or review such content. You may be exposed to content that is inaccurate, offensive, indecent or objectionable. We do not make any representations or warranties about the accuracy, integrity, quality or any other aspect of such content, and we will not be liable for any damage or loss caused by or in connection with the use of such content. By using the Service, you agree to bear all risks associated with the use of any content on the Service and any reliance on the accuracy, completeness, or usefulness of such content. We reserve the right, in our sole discretion, to remove, move or otherwise restrict any content submitted to the Service, at any time and for any or no reason, with or without notice.
Electronic K-1 Delivery Disclosure Statements
The IRS issued Revenue Procedure 2012-17 (the “Revenue Procedure”) on February 13, 2012, which requires a partnership to receive affirmative consent in order to deliver Schedule K-1s (“K-1s”) electronically. This correspondence will provide you with a number of disclosures required under the Revenue Procedure. If you wish to print this statement, please click on the “Print” link at the very bottom of this dialogue box.
IMPORTANT DISCLOSURE INFORMATION
(1) If you do not consent to electronic delivery, you will receive a paper K-1 in the mail, which will be delivered to the address that we currently have on file.
(2) Your consent to electronic delivery will apply to all future K-1s unless consent is withdrawn by you (See Disclosure (4)).
(3) If for any reason you would like a paper copy of your K-1 after you have consented to electronic delivery, you may submit a request via e-mail to [email protected] or send a written request to BaseVenture Investing, Inc. at 2443 Fillmore St #380-3877, SAN FRANCISCO, CA 94115. For further inquiries please call at 415-671-4630. Requesting a paper copy of your K-1 will not be treated as a withdrawal of consent.
(4) If you would like to withdraw your consent to electronic delivery, you may submit a notice via e-mail to [email protected] or send a written request to BaseVenture Investing, Inc. at 2443 Fillmore St #380-3877, SAN FRANCISCO, CA 94115. For further inquiries please call at 415-671-4630. Your consent is considered withdrawn on the date that we receive your written request to withdraw consent. You will receive confirmation of the withdrawal and its effective date via email. A withdrawal of consent does not apply to a K-1 that was e-mailed to you in accordance with the Revenue Procedure before the effective date of the withdrawal of consent.
(5) We will cease providing statements to you electronically if you provide a notice to withdraw consent, if you cease to have any holding in associated investment vehicles, if regulations change to prohibit the form of delivery, or if your sponsor or fund administrator changes technology providers.
(6) If you need to update your contact information that we have on file, please e-mail the update to us at [email protected].
(7) We will notify you if there are any changes to our contact information.
(8) Use of the Service and the electronic delivery of documents and other information requires that you have such computer hardware, computer software, Internet access and email account as necessary to enable you to access the Service and your email (and you may be required to incur costs in order to procure these items). Some documents may be made available to you in Portable Document Format (PDF). To access and read PDFs, you must have Adobe Acrobat Reader (or other software which permits the viewing of PDFs) installed on your device. Acrobat Reader is third-party software from Adobe, which you can download for free at any time from Adobe. You should follow Adobe’s instructions for the download and Adobe’s terms and conditions governing the use of Acrobat Reader. The download process may take several minutes. K-1s will remain available unless certain condition provide that we will cease to provide the statement electronically (See Disclosure (5)).
(9) Your K-1 may be required to be printed and attached to a federal, state or local income tax return.
No Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BASE VENTURE INVESTING, INC. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
BASE VENTURE INVESTING, INC. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO REPRESENTATION OR WARRANTY THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE (INCLUDING WITHOUT LIMITATION ANY CALCULATION TOOLS OR OTHER TOOLS INCLUDED IN THE SERVICE) WILL BE ACCURATE OR RELIABLE; OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
BASE VENTURE INVESTING, INC. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR INCURRED IN CONNECTION WITH ANY OF THE FOLLOWING (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES): (i) THE USE OR THE INABILITY TO USE THE SERVICE OR TERMINATION OF THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE OR ACCESSED THROUGH THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. WITHOUT LIMITING THE FOREGOING, THE LIABILITY OF BASE VENTURE INVESTING, INC. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS FOR DAMAGES WITH RESPECT TO THIS AGREEMENT (WHETHER IN CONTRACT, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE) IS LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY.
Exclusions and Limitations
The laws of some states do not allow THE DISCLAIMER OF implied warranties or the exclusion or limitation of LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL damages. accordingly, some of the above disclaimers, exclusions or limitations may not apply to you.
Individual Actions Only
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS OR ACTIONS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER CLAIMS OR ACTIONS ARE NOT PERMITTED.
Indemnity
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Base Venture Investing, Inc. and its affiliates, officers, directors, employees, agents, partners and licensors from and against all claims, damages, liabilities, losses and expenses (including without limitation reasonable attorneys’ fees) (“Losses”) arising out of or incurred in connection with any claim by any third party where such claim is due to or arises out of your use of the Service, Your Content, or your violation of these Terms of Use, applicable law or the rights of any third party. Without limiting the foregoing, in any case where it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that the foregoing indemnification may not be enforced in such case, you will contribute to the Losses in such proportion as is appropriate to reflect your relative fault (if any), as well as to reflect any other relevant equitable considerations.
Procedure for Making Claims of Copyright Infringement
We may, in appropriate circumstances and in our discretion, disable or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent with a notice including the following information:
(1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(2) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(3) a description of where the material that you claim is infringing is located on the site;
(4) your address, telephone number, and email address;
(5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:
Copyright Agent
c/o Base Venture Investing, Inc.
2443 Fillmore Street, #380-3877
San Francisco, CA 94115
By phone: (415) 408-5228
By fax: (415) 480-1384
By email: [email protected]
General
Notices. We may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail or postings on the Service.
Entire Agreement. These Terms of Use represent the entire agreement between you and Base Venture Investing, Inc. with regard to their subject matter, they supersede all prior agreements and representations, and they may not be modified except by Base Venture Investing, Inc. in writing (including modifications by us to this page).
Choice of Law and Forum. These Terms of Use, your use of the Service and the relationship between you and Base Venture Investing, Inc., and any disputes, claims or causes of action related to the foregoing, shall be governed by the law of the State of California, United States, without regard to its conflict of laws principles, and any such dispute, claim or cause of action shall be brought only in federal or state court in the County of San Francisco, California, United States, and you and Base Venture Investing, Inc. hereby generally and unconditionally submit to and accept the jurisdiction of such courts.
Assignment. These Terms of Use, including without limitation any rights or obligations provided for herein, may not be assigned, delegated or otherwise transferred by you. Any assignment, delegation or transfer attempted to be made in violation of these Terms of Use shall be null and void.
Waiver and Severability. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision by us. Any provision of these Terms of Use which is held invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and without rendering invalid or unenforceable the remaining provisions of these Terms of Use or affecting the validity or enforceability of any of the provisions of these Terms of Use in any other jurisdiction, and the court or tribunal so holding will be empowered to substitute, to the extent enforceable, provisions similar to said provision, or other provisions, so as to provide to the parties the benefits intended by said provision to the fullest extent permitted by applicable law. If any provision of these Terms of Use is so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.
Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to these Terms of Use or the use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Effective Date: February 10, 2018
Welcome to BaseVenture and Fundmanager.io. By accessing the Service (as defined below), or by checking or selecting an “I agree” or similarly worded box or button indicating your acceptance of these Terms of Use, you agree to be bound by these Terms of Use, which constitute your agreement with Base Venture Investing, Inc., a Delaware corporation. The BaseVenture and Fundmanager.io websites and mobile applications, together with any services or software provided by us through or in connection with such websites or applications, are collectively referred to in these Terms of Use as the “Service”. References to “we,” “us,” and “our” refer to Base Venture Investing, Inc. If you are entering into this agreement on behalf of a company or other entity, you represent that you have the authority to, and do hereby, bind such entity to this agreement, and references to “you” or “your” will refer to such entity. If you do not have such authority, or if you do not agree with the terms of this agreement, you must not accept this agreement and neither you nor such entity may use the Service.
We may amend these Terms of Use at any time by posting the modified Terms of Use on the Service. The modifications shall be effective upon such posting (unless a later date is specified in the posting, in which case that date shall be the effective date of the modifications). You agree to review these Terms of Use periodically so that you are aware of any modifications. Your continued use of the Service after such modifications constitutes your acknowledgment of, and agreement to be bound by, the amended Terms of Use.
Investors, Managers, Administrators and Other Users
Use. The service allows certain authorized investors to independently connect with Fund managers, Fund sponsors, Fund administrators, Fund issuers, banks and other third parties that offer, administer, manage, service or support Funds (collectively referred to in these Terms of Use as “Managers” or “Administrators”). The Service may also allow use by investors’ representatives, advisors and other service providers to whom the investor grants access to the investor’s account or content. As used in these Terms of Use, the term “user” means any of the foregoing investors, Managers, Administrators and other users, and the term “Fund” means any fund, security, or other investment offering, vehicle or interest (whether equity, debt or otherwise).
Independent Relationships. Your interactions with any investor, Manager, Administrator or other user of the Service, including any transactions you may enter into with such other user, are entirely between you and such other user. While the Service is meant to facilitate your communication with other users, we are not a party to any transaction you may enter into with any other user, including without limitation any offer, purchase or sale of securities. Without limiting the foregoing, we are not an agent, representative or promoter with respect to any Fund or any Manager, Administrator or other user, and use of the Service by a user or with respect to a Fund does not imply or represent any endorsement by us of such user or Fund.
Access to the Service
Age Requirement; Responsibility. You represent that you are old enough to form a legally binding contract. You may not access or use the Service unless you are at least 18 years old. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or other device. You are responsible for your use of the Service and for all activities that occur under your account or password. You agree to notify us immediately of any known or suspected breach of these Terms of Use or unauthorized access to or use of the Service.
Registration; Account Information. You are required to maintain and promptly update all information provided during your registration process, and any other information you provide to us, so that it remains true, accurate, up-to-date and complete at all times. You represent and warrant that all such information provided by you is true, accurate and complete. If a third party registers you with the Service or creates an account for you in the Service (for example, when an Administrator creates an account for an investor), the third party has the right to manage, suspend or terminate your account, change your password, view your usage and profile data (including how and when your account is used), store content in your account, and access Your Content.
Entity’s Named Users. If you are an entity, a unique username and password will be provided for each of your authorized named users to enable such authorized named user to access the Service on your behalf in accordance with these Terms of Use and any other guidelines or instructions included by us in the Service (which may include fees for additional named users). As used in these Terms of Use, the term “named user” means each of your employees and contractors whom you identify to us by name as being authorized to use the Service on your behalf. Each such username and password may only be used by such named user and may not be shared with other users. Without limiting the foregoing or any other remedies available to us, if more than one user has accessed or used the Service via a single username in violation of these Terms of Use, all applicable Fees will apply with respect to all such users. You are responsible for all activities that occur under such usernames and passwords.
License. Subject to and in accordance with these Terms of Use and other guidelines or instructions included in the Service by us, we grant you a limited, non-exclusive license to access and use the Service. We reserve the right to terminate this license and your access to the Service at any time, for any or no reason and with or without notice. We reserve the right to revoke any particular username, or to require you to choose another username or password. We may update, upgrade or otherwise modify the Service at any time with or without notice.
Use of the Service; Prohibited Conduct
General. You may use the Service only in accordance with these Terms of Use and all applicable laws and regulations (including without limitation all applicable United States federal and state securities laws and regulations, and any applicable securities laws and regulations of foreign jurisdictions.)
Managers and Administrators. Without limiting any other provision of these Terms of Use, Managers and Administrators may use the Service only to provide information regarding their related Funds, to manage information about such Funds and related investors, and to communicate with other users of the Service, in each case in the manner explicitly permitted by the Service. To the extent applicable under securities laws, Managers or their related Administrators bear sole responsibility for determining and verifying each investor’s status as an “accredited investor” (as defined by United States federal securities laws and regulations.) Managers or their related Administrators bear sole responsibility for complying with all laws and regulations applicable to their activities, including without limitation all legal requirements related to the provision of documents or information in writing or otherwise.
Investors. Without limiting any other provision of these Terms of Use, authorized investors (together with their representatives, advisors and other service providers to whom they grant access to their account or content) may use the Service only for their personal use and not for any commercial purpose.
Investors may not:
(1) use the Service for any purpose other than to communicate with other users of the Service in the manner explicitly permitted by the Service, and such other purposes as are explicitly permitted by the Service;
(2) use any information obtained through the Service (whether provided by us, any other user, or other third party) for any purpose other than as explicitly permitted by the Service; or
(3) disclose to anyone any information obtained through the Service about any investment opportunity or securities offering (other than the investor’s own legal, tax, financial or other advisors for the purpose of receiving such advice.)
Prohibited Conduct (All Users). You agree not to:
(1) use the Service in a manner that could damage, disable, overburden or impair the Service, or interfere with any other user’s ability to use the Service;
(2) harvest or otherwise collect or disseminate personal information about others without their consent, or harass or “stalk” another;
(3) impersonate any person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of messages, or create any user account by automated means or under false pretenses;
(4) gain or attempt to gain unauthorized access to the Service, or other accounts, computer systems or networks connected to the Service, through password mining or any other means;
(5) export technical data or other materials in violation of any applicable law;
(6) use any automated software, device, or process (including without limitation any “web crawler” or “screen scraper”) to extract or index any data or other content from the Service (including without limitation information about users of the Service);
(7) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, including without limitation the use of framing techniques to enclose any content, and the placement of pop-up windows over web pages;
(8) authorize, aid, or encourage anyone to act in violation of these Terms of Use; or
(9) upload, transmit or otherwise make available data, information or material that:
(a) is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable;
(b) infringes any intellectual property right or other right of any third party, including but not limited to any patent, trademark, service mark, trade secret or copyright;
(c) constitutes the unauthorized or unlawful disclosure of confidential or other proprietary or nonpublic information;
(d) constitutes unsolicited or unauthorized advertising or promotional materials, “chain letters,” “junk mail,” “spam,” “pyramid schemes” or any other form of disruptive messages; or
(e) contains viruses, trojan horses, worms or any other harmful or disruptive computer code, files or programs;
(f) is fraudulent, misleading or otherwise intentionally inaccurate.
Securities Offerings by Managers
Private Offerings; Illiquid Investments. Securities listed on the Service may not have been registered under the Securities Act of 1933. The offer and sale of such securities by Managers are made in reliance upon exemptions to the registration requirements of the Securities Act and state law, and such reliance may be based in part on the representations investors make in these Terms of Use and in their agreements with the Manager. Securities sold in such private offerings are not publicly traded and are subject to restrictions on resale, and are therefore illiquid investments. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any investment opportunity or security listed on the Service.
No Advice or Endorsement by BaseVenture. We are not a broker-dealer, funding portal or investment advisor. We provide no recommendation or endorsement with regard to any Fund listed on the Service, and we are not responsible for the actions or omissions of any investor, Manager, Administrator or other user of the Service. Nothing included in the Service shall be deemed to be legal, tax, financial or other advice. Investors are encouraged to seek legal, tax, financial and other appropriate professional advice prior to using the Service or making any investment.
Privacy
Please see our Privacy Policy, which also governs your use of the Service and is hereby incorporated into these Terms of Use.
Fees
In order to use certain portions of the Service, you may be required to purchase a subscription or pay another form of fee (“Fees”). Unless otherwise stated, all Fees are payable in U.S. Dollars. You agree to pay all Fees incurred by you or anyone else using your account, and you hereby authorize us and our third-party payment service providers to collect such Fees using the credit card or other payment method you provide to us. We reserve the right to institute new Fees or change the amount of, or basis for determining, any Fees.
You must keep the payment method and other billing information you provide to us current at all times. You can access and change your payment method and billing information via the Service. Any such change will not affect charges we submit via the prior payment method and billing information before we reasonably could act on the change.
Fees do not include any taxes, levies, duties or other governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, imposed or assessed by any authority or jurisdiction (collectively, “Taxes”). You are responsible for the payment of all Taxes (other than Taxes assessable against us based on our income) associated with Fees payable or your subscription to and use of the Service.
In the event you fail to timely meet your payment obligations, you will pay us an additional 1% of the overdue balance per month until paid (or the maximum amount permitted by applicable law, if lower), pro-rated for any partial month. We may use a third party to collect past due amounts. You will pay us for the costs we incur to collect any past due amounts from you, including reasonable attorneys’ fees.
Term and Termination
Unless otherwise stated in a signed Statement of Services, the Service is provided on a month to month basis and may be terminated at any time by either party with six months notice.
Proprietary Rights
All content included in the Service and originating with us, including but not limited to website design, text, photographs, graphics, sound, software and the arrangement of all content in the Service, is the property of Base Venture Investing, Inc. or its licensors, and is protected by United States and international copyright and other applicable law. All rights to such content are reserved to their respective copyright owners. Except as expressly authorized by these Terms of Use or any guidelines or instructions included in the Service, you may not reproduce, modify, copy, create derivative works of, sell or distribute any portion of the Service, use of the Service or access to the Service. You may not reverse engineer, reverse assemble, decompile or otherwise attempt to determine or derive the source code of the Service or any portion thereof.
“BaseVenture” and all related logos, graphics and icons are service marks or trademarks of Base Venture Investing, Inc. All other trademarks, service marks, product names and company names or logos that appear on this site are the property of their respective owners, and their presence in the Service does not represent an endorsement of the Service.
Third-Party Websites
The Service may provide links to third-party websites, whose content, business practices and privacy policies are not under our control. We are not responsible for the content of any linked website or any link contained in a linked website, and we will not be liable for any damage or loss caused by or in connection with the use of such websites or any information, product or service available on or through such websites. The inclusion of a link in the Service does not imply any endorsement by us or any affiliation between us and the third party. In following links to third-party websites, you may be exposed to content that you consider offensive or inappropriate.
Content Provided By Users
You are responsible for all content you submit to the Service (“Your Content”) and any content you share with other users via the Service. You warrant that you have all rights necessary to submit Your Content to the Service, and that the public display and other use of Your Content by us will not violate the rights of any third party. We use commercially reasonable methods to store Your Content; however, we cannot guarantee that such stored content will never be lost or damaged, and you should keep your own copy of Your Content to the extent you deem necessary. We may store and process Your Content within or outside of the United States of America. If we terminate your access to the Service, you may request Your Content within 30 days after such termination, which request must be made to us in writing. Upon such request, and subject to the payment of any additional fees required by us, we will provide you with copies of Your Content as it was available to you through the Service immediately prior to such termination. Such copies will be delivered in electronic or other form and manner as determined by us. Please note that Your Content includes only content you submitted to the Service and not the content of other users, even if you had access to such other users’ content via the Service.
In connection with our provision of the Service, you hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable, transferable license to use, reproduce, modify, translate, publicly display, perform, create derivative works of, publish and distribute Your Content solely in order to provide the Service to you and anyone that you request to have access to the Service. In addition, with regard to content submitted to the Service by you and other users, we may collect, use and share with third parties such content solely in an anonymized, aggregate form for any purpose.
In using the Service, you may access content submitted or otherwise made available by other users, including without limitation any materials provided by Managers or Administrators with regard to investment opportunities. We do not pre-screen, edit or review such content. You may be exposed to content that is inaccurate, offensive, indecent or objectionable. We do not make any representations or warranties about the accuracy, integrity, quality or any other aspect of such content, and we will not be liable for any damage or loss caused by or in connection with the use of such content. By using the Service, you agree to bear all risks associated with the use of any content on the Service and any reliance on the accuracy, completeness, or usefulness of such content. We reserve the right, in our sole discretion, to remove, move or otherwise restrict any content submitted to the Service, at any time and for any or no reason, with or without notice.
Electronic K-1 Delivery Disclosure Statements
The IRS issued Revenue Procedure 2012-17 (the “Revenue Procedure”) on February 13, 2012, which requires a partnership to receive affirmative consent in order to deliver Schedule K-1s (“K-1s”) electronically. This correspondence will provide you with a number of disclosures required under the Revenue Procedure. If you wish to print this statement, please click on the “Print” link at the very bottom of this dialogue box.
IMPORTANT DISCLOSURE INFORMATION
(1) If you do not consent to electronic delivery, you will receive a paper K-1 in the mail, which will be delivered to the address that we currently have on file.
(2) Your consent to electronic delivery will apply to all future K-1s unless consent is withdrawn by you (See Disclosure (4)).
(3) If for any reason you would like a paper copy of your K-1 after you have consented to electronic delivery, you may submit a request via e-mail to [email protected] or send a written request to BaseVenture Investing, Inc. at 2443 Fillmore St #380-3877, SAN FRANCISCO, CA 94115. For further inquiries please call at 415-671-4630. Requesting a paper copy of your K-1 will not be treated as a withdrawal of consent.
(4) If you would like to withdraw your consent to electronic delivery, you may submit a notice via e-mail to [email protected] or send a written request to BaseVenture Investing, Inc. at 2443 Fillmore St #380-3877, SAN FRANCISCO, CA 94115. For further inquiries please call at 415-671-4630. Your consent is considered withdrawn on the date that we receive your written request to withdraw consent. You will receive confirmation of the withdrawal and its effective date via email. A withdrawal of consent does not apply to a K-1 that was e-mailed to you in accordance with the Revenue Procedure before the effective date of the withdrawal of consent.
(5) We will cease providing statements to you electronically if you provide a notice to withdraw consent, if you cease to have any holding in associated investment vehicles, if regulations change to prohibit the form of delivery, or if your sponsor or fund administrator changes technology providers.
(6) If you need to update your contact information that we have on file, please e-mail the update to us at [email protected].
(7) We will notify you if there are any changes to our contact information.
(8) Use of the Service and the electronic delivery of documents and other information requires that you have such computer hardware, computer software, Internet access and email account as necessary to enable you to access the Service and your email (and you may be required to incur costs in order to procure these items). Some documents may be made available to you in Portable Document Format (PDF). To access and read PDFs, you must have Adobe Acrobat Reader (or other software which permits the viewing of PDFs) installed on your device. Acrobat Reader is third-party software from Adobe, which you can download for free at any time from Adobe. You should follow Adobe’s instructions for the download and Adobe’s terms and conditions governing the use of Acrobat Reader. The download process may take several minutes. K-1s will remain available unless certain condition provide that we will cease to provide the statement electronically (See Disclosure (5)).
(9) Your K-1 may be required to be printed and attached to a federal, state or local income tax return.
No Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BASE VENTURE INVESTING, INC. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
BASE VENTURE INVESTING, INC. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO REPRESENTATION OR WARRANTY THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE (INCLUDING WITHOUT LIMITATION ANY CALCULATION TOOLS OR OTHER TOOLS INCLUDED IN THE SERVICE) WILL BE ACCURATE OR RELIABLE; OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
BASE VENTURE INVESTING, INC. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR INCURRED IN CONNECTION WITH ANY OF THE FOLLOWING (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES): (i) THE USE OR THE INABILITY TO USE THE SERVICE OR TERMINATION OF THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE OR ACCESSED THROUGH THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. WITHOUT LIMITING THE FOREGOING, THE LIABILITY OF BASE VENTURE INVESTING, INC. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS FOR DAMAGES WITH RESPECT TO THIS AGREEMENT (WHETHER IN CONTRACT, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE) IS LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY.
Exclusions and Limitations
The laws of some states do not allow THE DISCLAIMER OF implied warranties or the exclusion or limitation of LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL damages. accordingly, some of the above disclaimers, exclusions or limitations may not apply to you.
Individual Actions Only
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS OR ACTIONS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER CLAIMS OR ACTIONS ARE NOT PERMITTED.
Indemnity
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Base Venture Investing, Inc. and its affiliates, officers, directors, employees, agents, partners and licensors from and against all claims, damages, liabilities, losses and expenses (including without limitation reasonable attorneys’ fees) (“Losses”) arising out of or incurred in connection with any claim by any third party where such claim is due to or arises out of your use of the Service, Your Content, or your violation of these Terms of Use, applicable law or the rights of any third party. Without limiting the foregoing, in any case where it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that the foregoing indemnification may not be enforced in such case, you will contribute to the Losses in such proportion as is appropriate to reflect your relative fault (if any), as well as to reflect any other relevant equitable considerations.
Procedure for Making Claims of Copyright Infringement
We may, in appropriate circumstances and in our discretion, disable or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent with a notice including the following information:
(1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(2) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(3) a description of where the material that you claim is infringing is located on the site;
(4) your address, telephone number, and email address;
(5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:
Copyright Agent
c/o Base Venture Investing, Inc.
2443 Fillmore Street, #380-3877
San Francisco, CA 94115
By phone: (415) 408-5228
By fax: (415) 480-1384
By email: [email protected]
General
Notices. We may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail or postings on the Service.
Entire Agreement. These Terms of Use represent the entire agreement between you and Base Venture Investing, Inc. with regard to their subject matter, they supersede all prior agreements and representations, and they may not be modified except by Base Venture Investing, Inc. in writing (including modifications by us to this page).
Choice of Law and Forum. These Terms of Use, your use of the Service and the relationship between you and Base Venture Investing, Inc., and any disputes, claims or causes of action related to the foregoing, shall be governed by the law of the State of California, United States, without regard to its conflict of laws principles, and any such dispute, claim or cause of action shall be brought only in federal or state court in the County of San Francisco, California, United States, and you and Base Venture Investing, Inc. hereby generally and unconditionally submit to and accept the jurisdiction of such courts.
Assignment. These Terms of Use, including without limitation any rights or obligations provided for herein, may not be assigned, delegated or otherwise transferred by you. Any assignment, delegation or transfer attempted to be made in violation of these Terms of Use shall be null and void.
Waiver and Severability. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision by us. Any provision of these Terms of Use which is held invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and without rendering invalid or unenforceable the remaining provisions of these Terms of Use or affecting the validity or enforceability of any of the provisions of these Terms of Use in any other jurisdiction, and the court or tribunal so holding will be empowered to substitute, to the extent enforceable, provisions similar to said provision, or other provisions, so as to provide to the parties the benefits intended by said provision to the fullest extent permitted by applicable law. If any provision of these Terms of Use is so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.
Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to these Terms of Use or the use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
