Terms of Use

Last Updated April 21st, 2024

‍Fundify Advisors LLC (“Fundify Advisors”), an investment adviser registered with the Securities and Exchange Commission (“SEC”).  Registration with the SEC does not imply a certain level of skill or training.  Fundify Advisors’ affiliate, Fundify Portal, LLC (“Fundify Portal”) is a FINRA and SEC-registered funding portal in the United States, and receives financial compensation as a result of Fundify Advisors investing clients in opportunities on Fundify Portal. Fundify Advisors and Fundify Portal are wholly-owned subsidiaries of Fundify, Inc. (“Fundify Parent”). 

Fundify Advisors, Fundify Portal, and Fundify Parent (collectively, “Fundify” “we,” “us,” or “our”) operate the Fundify website at www.fundify.com (the "Fundify Website") and the Fundify application (the “Fundify App” and, together with the Fundify Website, the “Digital Properties”). By using the Fundify Website or Fundify App you accept and agree to the Fundify Advisors Terms of Use and Privacy Policy.

Investment advisory services available through the Digital Properties (the “Services”) are provided by Fundify Advisors. Please refer to Fundify Advisors’ Relationship Summary and Disclosure Brochure for additional information about Fundify Advisors’ advisory services. 

Fundify provides access to Digital Properties and Services to you pursuant to these Terms of Use. By accessing or using any of our Digital Properties and/or Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy which is hereby incorporated by reference (collectively, this “Agreement”).  

If you do not agree to any of the terms and conditions in the Agreement, you may not visit our Digital Properties, or access or use any of our Services. If you are accepting the Agreement on behalf of your employer or another entity, you hereby represent and warrant that you have the authority to bind your employer or other entity to this Agreement. All capitalized terms used but not defined herein shall have the meaning set forth in the Privacy Policy. 

Some of the services provided by Fundify and/or its affiliates, may be subject to our additional terms, conditions, agreements, policies, guidelines, rules and schedules, which will be posted or made available separately from this Agreement when the services are offered (“Additional Terms”) including, without limitation, our investment advisory agreement (“Advisory Agreement”). The Additional Terms, as applicable, are incorporated into and form a part of this Agreement. If there is a conflict between this Agreement and the Additional Terms, the Additional Terms will control.

‍THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM. 

1. USE OF AND ACCESS TO THE SERVICES

‍You do not need an account to visit or access our Digital Properties. If you would like to use our Services through the App, you will need to download the App from the Apple, Android, or any other app store through which the App is made available to you using your app store credentials.  

Access to certain Services, however, is enabled by registration for one or more Fundify Account(s) and a username/password (“Credentials”). When registering for a Fundify Account, you agree to: (a) provide true, accurate, current and complete information; and (b) maintain and promptly update the information to ensure that it remains true, accurate, current and complete.  You represent that you are at least eighteen (18) years old, of legal age to form a binding contract, and not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for maintaining the security of your Credentials. In no event shall you share your Credentials with any third party, or allow another person to access the Services using your Credentials. You agree to monitor your Account and restrict use by any other persons, including minors, and you will accept full responsibility for any such unauthorized use. You shall immediately notify us if you have any reason to believe that your Credentials has been lost, compromised, or misused in any way, and report any unauthorized or suspicious activity in your Fundify Account. You are fully and solely responsible for any and all use of the Services using your Fundify Account and/or Credentials. 

The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Digital Properties and the Services, including any Content contained therein; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Digital Properties and the Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Fundify’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer all or any part of the Digital Properties and the Services including, without limitation, the Content (including any infrastructure, software programs, trade secrets, know-how, processes, features, functionalities, algorithms, templates, data, information and intellectual property incorporated therein, and/or used by Fundify to operate and provide the Digital Properties, and/or the Services, and all enhancements, derivative works, extensions, improvements or other modifications thereto), except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Digital Properties and the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Digital Properties and the Services, including the Content, may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Digital Properties and the Services, including the Content; (h) you shall not access or use the Digital Properties and the Services in an unlawful way or for an unlawful or illegitimate purpose, including without limitation any violation of the antifraud or registration provisions of the securities laws of the U.S. or any state therefore; (i) you shall not take any action or post or transmit via the Digital Properties and the Services any content (i) under a false name; (ii) that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, misleading, deceptive or hateful to any person, including Fundify; (iii) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others; (iv) that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) that involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Fundify’s prior written consent; or (vi) impersonates any person or entity, including any employee or representative of Fundify; (j) you shall not attempt to disrupt the operation of the Digital Properties and the Services in any manner, including, but through the use of methods such as denial of service attacks, flooding or spamming and you will not transmit, distribute, introduce or otherwise make available in any manner through the Digital Properties and the Services any computer virus, keyloggers, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, “Harmful Code”); (k) you shall not use the Digital Properties and the Services in any manner that could damage, disable or impair our services or networks; and (l) you shall not attempt to gain unauthorized access to any accounts or computer systems or networks, through hacking, password mining or any other means. Any future release, update or other addition to the Digital Properties and the Services shall be subject to the Agreement. Fundify, its suppliers and service providers reserve all rights not granted in the Agreement.

We reserve the right to suspend, revoke, or deactivate your Credentials and/or your Fundify Account if you violate this Agreement. We reserve the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an account or use the Digital Properties and the Services if you have been previously removed by Fundify, or if you have been previously banned, suspended or had your rights revoked from any of the Digital Properties and/or the Services.

By entering into the Agreement or using the Digital Properties and/or the Services, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Fundify Account(s) or the use of the Services, updates concerning new and existing features on the Digital Properties and the Services, communications concerning promotions run by us or our third-party partners, and news concerning Fundify and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

2. LICENSE TO USE THE APP

‍Fundify hereby grants you a limited, non-exclusive, non-transferable license to download and install a copy of the App on a single mobile device that you own or control and to run such copy of the App solely for your own personal use. Furthermore, with respect to any App accessed through or downloaded from the Apple, Inc. (“Apple”) application store (“Apple App”), you will use the Apple App only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the App Store Terms of Service. We reserve all rights in and to the App not expressly granted to you under these Terms of Use.

3. USE OF PERSONAL INFORMATION

‍Your use of the Digital Properties and the Services may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which are hereby incorporated by reference in its entirety. 

4. INTELLECTUAL PROPERTY 

‍The Digital Properties and the Services contain content, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of Fundify (collectively referred to as the “Content”).  The Content may be owned by us or third parties.  The Content is protected under both United States and foreign laws.  Unauthorized use of the Content may violate copyright, trademark, and other laws.  You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement.  No other use is permitted without prior written consent from us.  You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of the Content on any other website, in a networked computer environment, or any other digital property for any purpose is expressly prohibited.  Elements of the Digital Properties and the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. 

The trademarks, service marks, and logos of Fundify (the “Fundify Trademarks”) used and displayed on the Digital Properties and the Services are registered and unregistered trademarks or service marks of Fundify.  Other company, product, and service names located on the Digital Properties and the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Fundify Trademarks, the “Trademarks”).  Nothing on the Digital Properties and the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of the Fundify Trademarks inures to our benefit.
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‍5. ACCESSING AND DOWNLOADING THE APP FROM THE APPLE APP STORE

The following terms apply to any Apple App. These terms are in addition to all other terms contained in these Terms of Use:
- You acknowledge and agree that (i) these Terms of Use are concluded between you and Fundify only, and not Apple, and (ii) Fundify, not Apple, is solely responsible for the App and content thereof. Your use of the App must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. As between Fundify and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Fundify.
- You acknowledge that, as between Fundify and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, as between Fundify and Apple, Fundify, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. 
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the App against you as a third party beneficiary thereof.
- Without limiting any other terms of these Terms of Use, you must comply with all applicable third party terms of agreement when using the App.

6. ACCOUNT OPENING 

‍In order to use the payment functionality of the App, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through the App, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at https://www.fundify.com, support@fundify.com, and/or 512-645-1010.

7. NON-DISCLOSURE AND CONFIDENTIALITY

‍In using the Services, you will have access to confidential information of Fundify and its affiliates and their respective clients, brokers, licensors and suppliers that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of Fundify’s and its affiliates’ clients (collectively, “Confidential Information”).

You agree to maintain and diligently safeguard the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Services (the “Permitted Purpose”) and for no other purpose whatsoever; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access the Services or any Confidential Information for any other individual (except to the extent fully disclosed by you to Fundify) or any unauthorized third party; (iv) not to disclose Confidential Information to any third-party except to your attorneys and financial advisors who need to know such information to assist you to carry out the Permitted Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein; (v) to restrict physical and system access to the systems which contain Confidential Information or which gives access to the Confidential Information; and (vi) to use Confidential Information in compliance with all applicable laws. You shall immediately notify and cooperate fully with Fundify in the event you discover or suspect any unauthorized use of or access to the Services and/or Confidential Information. You hereby agree that you shall be responsible hereunder for any breach or threatened breach by the Representatives of the obligations set forth in this section as if such breach or threatened breach was committed by you. You acknowledge and further agree that all obligations relating to Confidential Information under Agreement will continue after termination of this Agreement and termination of access rights hereunder.

8. FEEDBACK

‍You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to Fundify (collectively, “Feedback”) are not confidential and you hereby grant to Fundify a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.

9. EXTERNAL WEBSITES

‍The Digital Properties and the Services may permit you to link to External Websites. When you access External Websites you do so at your own risk. We do not endorse, authorize or represent any affiliation with External Websites, nor do we exercise any control over External Websites. You acknowledge and agree that Fundify is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of External Websites. Our Agreement does not apply to External Websites, and we encourage you to review their privacy policies, terms of service and related policies before visiting. 

10. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, together with all related damages, fees, costs, expenses and other losses (including, without limitation, reasonable legal and accounting fees), arising or resulting from: (i)your breach of this Agreement, (ii) your misuse of the Digital Properties, Content or the Services, (iii)  your failure to comply with any applicable laws and regulations, and/or  (iv) your violation of any rights of another party. We shall provide notice to you of any such claim, suit, or proceeding. Fundify reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Fundify in asserting any available defenses. You shall not settle any such claim without our prior written consent. This obligation shall survive this Agreement and your use of the Services.

11. DISCLAIMER OF WARRANTY

‍YOU UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE DIGITAL PROPERTIES AND THE SERVICES IS AT YOUR SOLE RISK AND THE DIGITAL PROPERTIES, THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FUNDIFY, ITS AFFILIATES AND ANY PERSON ASSOCIATED WITH FUNDIFY AND ITS AFFILIATES, DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, FUNDIFY DOES NOT WARRANT THAT ACCESS OR USE OF THE DIGITAL PROPERTIES AND THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES FUNDIFY, ITS AFFILIATES, NOR ANY PERSON ASSOCIATED WITH FUNDIFY OR ITS AFFILIATES, MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE DIGITAL PROPERTIES AND THE SERVICES, INCLUDING THE CONTENT; THAT DEFECTS WILL BE CORRECTED; THAT THE DIGITAL PROPERTIES AND THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE DIGITAL PROPERTIES AND/OR THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE DIGITAL PROPERTIES AND THE SERVICES IS AT YOUR SOLE RISK. YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR IMPROPER DISCLOSURE OF INFORMATION CAUSED BY YOU OR ANY PERSON USING YOUR CREDENTIALS. FUNDIFY CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF CONTENT ACCESSED THROUGH THE DIGITAL PROPERTIES AND THE SERVICES. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT THE DIGITAL PROPERTIES AND THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE DIGITAL PROPERTIES AND THE SERVICES OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE DIGITAL PROPERTIES OR ANY SERVICES OR DUE TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ANY WEBSITE LINKED TO IT.

YOU ACKNOWLEDGE AND AGREE THAT FUNDIFY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FUNDIFY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL WEBSITES AND OTHER USERS OF THE DIGITAL PROPERTIES AND THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. AS A PART OF THE SERVICES, YOU MAY HAVE ACCESS TO MATERIALS THAT ARE HOSTED BY ANOTHER PARTY. YOU AGREE THAT IT IS IMPOSSIBLE FOR FUNDIFY TO MONITOR SUCH MATERIALS AND THAT YOU ACCESS THESE MATERIALS AT YOUR OWN RISK.

TO THE EXTENT THAT ANY FUNDIFY PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 
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12. LIMITATION OF LIABILITY

‍IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) NONE OF FUNDIFY, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “FUNDIFY PARTIES”) SHALL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THIS AGREEMENT, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE, EVEN IF SUCH FUNDIFY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE FUNDIFY PARTIES TOTAL LIABILITY FOR ANY DIRECT DAMAGES ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED US DOLLARS ($100).  

THE DIGITAL PROPERTIES AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE DIGITAL PROPERTIES AND THE SERVICES.  WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE DIGITAL PROPERTIES AND THE SERVICES AT ANY TIME WITHOUT NOTICE.  

FUNDIFY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FUNDIFY AND YOU.
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‍13. TERMINATION

You understand that the Digital Properties and the Services are provided as a courtesy to you and that we may modify, suspend, or terminate all or a portion of the Digital Properties and the Services at any time in our discretion without prior notice to you. We reserve the right, in our sole discretion, to revoke, terminate or suspend any privileges associated with accessing the Digital Properties and the Services for any reason or for no reason whatsoever, including improper use of the Services or failure to comply with these Terms of Use, and to take any other action, including without limitation denial of a registration, as we deem appropriate. You agree that Fundify shall not be liable to you or any third party for any termination of your access to the Digital Properties and the Services. Account termination may result in the forfeiture and destruction of all information associated with your Fundify Account.

If you wish to terminate your Fundify Account, you may do so by contacting Fundify’s customer service at legal@fundify.com. Upon termination of this Agreement and/or your Fundify Account, you shall destroy and remove from all computers, and other storage media all copies of Content, that you acquired through the Digital Properties and the Services and cease using the Digital Properties and the Services immediately. Any fees paid to Fundify are non-refundable, unless otherwise specified, and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Digital Properties and the Services incurred prior to such termination.

All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
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14. GOVERNING LAW AND JURISDICTION

‍This Agreement shall be governed by the laws of the State of Texas without regard to its rules on conflicts or choice of law that would require or permit the application of the laws of any other jurisdiction. BY AGREEING TO THESE TERMS OF USE AND USING THE DIGITAL PROPERTIES AND/OR THE SERVICES, YOU AGREE TO SUBMIT TO PERSONAL JURISDICTION IN THE STATE OF TEXAS FOR ALL PURPOSES AND YOU AGREE TO WAIVE, TO MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY FOR ANY MATTER. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You understand that you may consult with counsel about agreeing to this Agreement, and you agree that by using the Digital Properties and/or the Services, you are voluntarily accepting the Agreement.
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‍15. INTERNATIONAL USE

‍Due to the global nature of the Internet, the Digital Properties and the Services may be accessed by users in countries other than the United States. We make no warranties that the Digital Properties, the Services or Content are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use the Digital Properties and/or the Services, then you should not do so. Those who choose to access the Digital Properties and/or the Services outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations. The Digital Properties and the Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any Fundify information, data, or materials provided by Fundify in violation of the United States export laws or regulations.
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‍16. CONSENT TO ELECTRONIC DELIVERY OF DOCUMENTS; ELECTRONIC DELIVERY SYSTEM. 
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By agreeing to electronic delivery, I am giving my informed consent to electronic delivery of Fundify’s terms and conditions, agreements, transaction documents, notices, disclosures, statements, regulatory communications (such as privacy notices), tax-related documents, and any other information, documents, data, and records regarding my Fundify Account(s) and the Services (including amendments to this Agreement) (“Account Documents”), other than those I have specifically requested to be delivered in paper form. Account Documents may be sent to me at the mailing address for my Fundify Account(s) or the email address that I have given to you during Fundify Account(s) registration or at such other address as I may hereafter give you in writing or by email at least ten calendar days prior to delivery. All communications so sent, whether in writing or otherwise, shall be deemed given to me personally when sent or posted by or on behalf of Fundify, whether actually received or not. I agree that if you send an email to the email address on record for my Fundify Account(s), this constitutes “written notice” from Fundify to me, and that the date of receipt is considered to be the date of transmission. I understand that it is my sole responsibility to ensure that any emails from you are not marked as SPAM. I acknowledge that your primary methods of communication with me include (A) posting information via the Fundify website, (B) sending email(s) to my email address of record, and (C) providing me with notice(s) that will direct me to the Fundify website where I can read and print such information. Unless otherwise required by law, you reserve the right to post Account Documents on the Fundify website without providing additional notice to me. Regardless of whether or not I receive an e-mail notification, I agree to check the Fundify website regularly to avoid missing any information, including time-sensitive or otherwise important communication. Additionally, I acknowledge that the Internet is not a secure network and agree that I will not send any confidential information, including account numbers or passwords, in any unencrypted e-mails. I also understand that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties and agree to hold you, your affiliates, and your and your affiliates’ respective officers and employees harmless for any such access regardless of the cause. In addition:

- Responsibility to Review Account Documents. I agree to promptly and carefully review all Account Documents when they are delivered and notify Fundify in writing within ten calendar days of delivery if I object to the information provided. If I fail to object in writing within ten calendar days of delivery, Fundify is entitled to treat such information as accurate and conclusive.
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- Costs. Potential costs associated with electronic delivery of Account Documents may include charges from Internet access providers and telephone companies, and I agree to bear these costs. Fundify and its affiliates will not charge me additional online access fees for receiving electronic delivery of Account Documents.

- Revocation of Consent. Subject to these Terms of Use, I may revoke or restrict my consent to electronic delivery of Account Documents at any time by notifying Fundify in writing of my intention to do so. I also understand that I have the right to request paper delivery of any Account Document that the law requires Fundify to provide me in paper form. I understand that if I revoke or restrict my consent to electronic delivery of Account Documents or request paper delivery of same, Fundify, in its sole discretion, may charge me a reasonable service fee for the delivery of any Account Document that would otherwise be delivered to me electronically, restrict or close my Fundify Account, or terminate my access to the Services. I understand that neither my revocation or restriction of consent, my request for paper delivery, nor Fundify’s delivery of paper copies of Account Documents will affect the legal effectiveness or validity of any electronic communication provided while my consent was in effect.

- Duration of Consent. My consent to receive electronic delivery of Account Documents will be effective immediately and will remain in effect unless and until either I or Fundify revoke it. I understand that it may take up to three business days to process a revocation of consent to electronic delivery, and that I may receive electronic notifications until such consent is processed.

- Hardware and Software Requirements. I understand that in order to receive and download electronic deliveries, I must have access to the Internet, a valid e-mail address, and the ability to download such applications as Fundify may specify and to which I have access. I agree that I can download, save, or print any Account Documents I receive via electronic delivery for my records. I will maintain a valid e-mail address and continue to have access to the Internet.
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‍17. NOTICE

‍Where Fundify requires that you provide an e-mail or physical address, you are responsible for providing Fundify with your most current e-mail or physical address. In the event that the last e-mail address you provided to Fundify is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Fundify’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Fundify at the following address: legal@fundify.com. Such notice shall be deemed given when received by Fundify.
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18. BINDING ARBITRATION
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In the event of a dispute arising under or relating to this Agreement, the Digital Properties, the Services, or the Content (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”).  NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA.  The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules.  Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside.  The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.  The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.  As set forth in Section 20 below, nothing in these Terms of Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests. 

‍19. CLASS ACTION WAIVER

‍You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

20. EQUITABLE RELIEF

‍You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Use. We may, without waiving any other remedies under these Terms of Use, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. 

21. QUESTIONS, COMPLAINTS, CLAIMS
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‍If you have any questions, complaints or claims with respect to the Digital Properties and/or the Services, please contact us at legal@fundify.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

‍22. MISCELLANEOUS  

‍Any of the terms of this Agreement which are determined to be invalid, unlawful, void, or for any reason unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of this Agreement as a whole. Failure to insist on performance of any of the terms of this Agreement will not operate as a waiver of any subsequent default. No waiver by Fundify of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer, or delegate your rights or obligations hereunder, in whole or in part without Fundify’s prior written consent, and any attempted assignment, transfer or delegation in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. The communications between you and Fundify may take place via electronic means, whether you visit the Digital Properties, the Services or send Fundify e-mails, or whether Fundify posts notices on the Digital Properties, or the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Fundify in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Fundify provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”). Fundify shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.

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