Registered User Account Agreement
By entering into this Agreement and accessing the website, User acknowledges that MustrdSeed operates the website that was created to facilitate securities offerings (the “Offerings”) by certain businesses (the “Businesses.”) The Offerings are conducted pursuant to the provisions of Regulation CF as adopted by the United States Securities and Exchange Commission, in accordance with the laws and regulations of the United States and the states and other jurisdictions subject to the laws of the United States.
This Agreement between you and MustrdSeed sets forth the terms and conditions for your access to portions of the website requiring an account to be opened and your use of the information, features, products, services and tools on the website, including without limitation subscribing to Offerings (the “Services“).
Your use of the website is governed by the version of this Agreement in effect on the date of use. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the website home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the website after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified. Providing notice of any modification shall not constitute a waiver by MustrdSeed of its right to modify this Agreement without notice nor of user’s agreement to be bound by such modifications.
You understand and acknowledge that MustrdSeed is not responsible for any content on the website provided by any third parties, including Businesses, any service providers or other third parties, or any content provided to you in connection with your use of the website even if that information is distributed to you on behalf of a third party by MustrdSeed, and that MustrdSeed is not liable for any type of loss or damage associated with your use of the website.
You understand and acknowledge that MustrdSeed may rely on the truthfulness of your representations regarding your income, net worth, and your prior participation in offerings under Regulation CF in the prior 12 months, and that MustrdSeed may, in its sole discretion verify or seek to verify the accuracy of such representations if it deems advisable in its sole discretion.
You acknowledge that you are limited in the amount you may invest in offerings under Regulation CF in any 12-month period;
You represent that you have or you will review the educational materials and the “risks” provided to you on the website prior to making each investment in any Offering.
You understand and acknowledge that nothing on the website constitutes a recommendation or endorsement to buy securities or any other type of investment advice to you by MustrdSeed, and any investment risk is solely your own. You are not a client of MustrdSeed Portal LLC., MustrdSeed Ventures Inc., or any of their affiliates.
You understand and acknowledge that neither MustrdSeed nor any of its affiliates independently verify information regarding Businesses (other than investigation MustrdSeed Portal conducts about Businesses (and businesses that, if approved for inclusion on the website, would become Businesses) as required by Regulation CF).
You understand and acknowledge that the Offering terms presented on the website have been determined by the respective Businesses and not by MustrdSeed.
You understand and acknowledge that information on the website has been prepared without reference to your or any particular User’s investment requirements or financial situation.
You agree to abide by this and other agreements between you and MustrdSeed and between you and any service providers that govern or relate to your use of the website or the services available on the website.
You understand that the Offerings are being conducted pursuant to certain state and federal regulatory requirements and that each Offering has its own unique risks and regulatory requirements.
You acknowledge that you have been provided access to additional sources of information regarding your investment in any Business.
You acknowledge that, for all Businesses listed on the website, MustrdSeed performs a limited review of the information provided by each Business to determine whether it is appropriate for inclusion on the website (including, among other things, to determine whether MustrdSeed has a reasonable basis to believe that the Business complies with Regulation CF). The information reviewed includes all information in the Business’s profile and in its Form C. This review is not intended to verify any information provided by the Businesses regarding their operations, assess the likelihood that a Business will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors.
3. Risks Associated with Investment in an Offering
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing investments in a Business through an Offering.
You should also carefully consider the following risks prior to investing through an Offering:
An investment in a Business is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.
It is possible that your investment will result in “phantom income,” which could require you to pay taxes on your investment even though the Business does not distribute any income (or does not distribute sufficient income to pay the taxes).
An investment in a Business involves significant risks, only some of which are described in this Agreement, and is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who otherwise meet the conditions for eligibility set forth in this Agreement. A direct or indirect investment in a Business is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio. The Disclosure Statement and other documents available on the website associated with such Business describe additional risks relating to an investment in that Business that, according to the management of each Business on the website, must be considered before investing.
Most or all Businesses on the website are companies that are in the early stages of their operating life. They may or may not have fully developed their proposed product or products and may or may not have had any revenue. Their losses may be substantial and, possibly, unsustainable. Users should carefully consider a Business’s financial information prior to investing.
An investment may not generate any profit for you. Any return on investment will depend upon whether a Business operates profitably and is able to provide a return to investors, whether from operations or ultimately from liquidity of the investment. These are factors beyond your or MustrdSeed’s control. In the case of an equity investment, you will typically not receive returns, if any, until a “liquidity event”, or a sale or recapitalization of the Business, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.
Neither MustrdSeed nor any of its affiliates guarantees the future performance or financial results of any Business, and an investment in a Business may result in a gain or loss upon termination or liquidation of your investment.
You will not have any right to manage, influence or control the management or operations of Businesses. In particular, you will not have, or will have only limited, voting rights associated with your investment, but in any event will not have voting powers to direct the management decisions of the Business. You must refer to the voting provisions in the relevant organizational documents that control the Business in which you invest. The success of any Business investment depends on the ability and success of the management of the Business, in addition to economic and market factors.
Valuations may fluctuate considerably, and the price paid by you for your investment may bear limited or no relationship to future valuations of the Business’s securities in any market that may develop for such securities, whether private or public.
Due to the nature of private companies, there may be limited information regarding each Business about its operations and finances. You should read and understand the risk factors contained in the Disclosure Statement, including the Form C, before investing. Each Business is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing.
Pursuant to Regulation CF, a Business must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. MustrdSeed performs a limited review of Businesses, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit a Business to engage in Offerings on the website. However, neither the SEC or MustrdSeed reviews any Business’s Form C or other offering materials with the view to determine the likelihood of success of the Business’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Business’s Form C by the SEC under Regulation CF does not indicate the SEC’s endorsement of such Business or its view with regard to the likely financial performance of the Business or the advisability of investing in such Business, and is not a guarantee of investment returns.
MustrdSeed is registered as a funding portal with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”). As such, MustrdSeed must submit certain information and materials to FINRA and the SEC and is subject to examination by FINRA and the SEC. In addition, Businesses must file with the SEC a disclosure document called a Form C and updates and amendments to the Form C. However, other documents available on the website, such as the Disclosure Statement, is not filed with a regulator, and the funding portal regulatory regime and the Form C are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933. As a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.
You consent to the disclosure by MustrdSeed of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the website. Without limiting such consent, or any other lawful use of your name by MustrdSeed, you specifically consent to disclosure by MustrdSeed to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by MustrdSeed to any Business or Member, or combination of Businesses or Members, that you have invested in one or more Businesses through the website, and the number of such investments. You may withdraw this consent at any time by contacting MustrdSeed.
You consent to delivery of all communications via electronic communications. This Agreement incorporates by reference the Consent to Electronic Delivery, which is published and accessible on the website through a link provided for that purpose, and which you represent that you have read and agree to.
5. Investor Representations.
You represent and warrant to MustrdSeed that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by MustrdSeed in determining whether you are eligible to invest in Offerings that are included on the website. You represent that you are using the website with the intent to make any potential investments for yourself for investment purposes, and not with the view to sell or otherwise distribute your investment in a Business. You agree that you will update the information provided in your Investor Certification prior to making any investment if your annual income or net worth is materially affected, or if any other statement made in your Investor Certification becomes untrue or misleading in any material respect. You acknowledge that MustrdSeed, Businesses in which you invest, and their principals, affiliates, and other parties may rely on the information you have provided in your Investor Certification to determine if you are eligible to invest in Businesses.
When you complete and submit a subscription agreement for an investment, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a bank for the benefit of the Business raising funds through the website. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Business will not be rejected. To the extent the number of investors in a Business is limited by the Business, subscriptions of Investors who have submitted investment contracts and transferred the required funds will be processed, while subscriptions for those who have only submitted an investment contract will not. If your investment is rejected, your funds will be returned to you without interest.
Your investment in a Business will only be processed if a predetermined Funding Target is reached in a particular Offering by the deadline set forth on the website. Funds designated for investment in a Business will not be invested in the Business until and unless the Funding Target is reached by the Target Deadline. If the Funding Target is not reached by the Target Deadline, your funds will be returned to you without interest within 7 days of the termination of the Fundraising. If the Funding Target is reached prior to the Target Deadline and the Business desires to move the Target Deadline up, MustrdSeed will provide you with at least five business days’ notice of such change. Otherwise, MustrdSeed will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Business may also decide to accept investments that exceed the Funding Target. In this case, the Business will provide investors with information regarding the Maximum Amount that will be accepted and the manner of allocating excess subscriptions. You will receive notice from MustrdSeed when a Business for which you have submitted a subscription has closed, and whether your investment in the Business will be processed.
You may revoke your investment in a Business at any time during which the Offering is open for investors by notifying MustrdSeed (not the Business) as provided on the website. You may also revoke your investment at any time up until 48 hours before the Target Deadline. After that, your investment in the Business can be processed. MustrdSeed will never take physical custody of your funds.
You acknowledge that no Business for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the website and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Business.
7. Limitation of Liability and Indemnification.
MustrdSeed will not charge a fee to Members who invests in any Offering
9. Investor Eligibility
Pursuant to Regulation CF, you may not invest more than a certain amount in offerings made under Regulation CF(including those not made through the website) during any single 12-month period, which amount is determined based on your own financial circumstances. In particular, if your annual income or net worth is less than $100,000, you may only invest a maximum amount equal to the greater of $2,000 or 5 percent of the lesser of your annual income or your net worth. If both your annual income and net worth are equal to more than $100,000, you may only invest a maximum amount equal to 10 percent of the lesser of your annual income or net worth, but you may not invest more than $100,000 through all Regulation CF offerings.
10. Restrictions on Resale or Transfer
The securities issued in this Offering are being sold in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. These securities cannot be resold, pledged, assigned or otherwise disposed of during the one-year period starting with the date of purchase, unless they are transferred: (1) to the Business itself; (2) to an “accredited investor” (as defined in as defined in Regulation D under the 1933 Act); (3) in connection with a registered offering of the securities with the SEC; (4) to a family member of the User, or to a trust of the User or one of its family members; or (5) in connection with the User’s death or divorce.
However, even if you are able to sell or transfer your Business Securities, there is a limited market for the sale of a Business Securities, and there is no guarantee that a market will develop in the future for the Business Securities you purchase. Therefore, if you require liquidity in your portfolio, you may wish to reconsider an investment in these securities.