FundEze Entrepreneur User Agreement

I have read the Terms of Service (the “Terms of Service”) and understand that the Terms of Service govern my use of the Site and the Services (as those terms are defined in the Terms of Service). If I am accessing the Site and/or using the Services on behalf of a Startup (as defined in the Terms of Service), my agreement to this Startup Agreement will be treated as the agreement of both me as an individual and for Startup, and all references to “I” or “you” herein shall include Startup.

I understand that Regulation D is a “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act. Companies relying on the Rule 506 exemption can raise an unlimited amount of money. FundEze only offers Offerings under Rule 506(c) of Regulation D. Under Rule 506(c), a company can broadly solicit and generally advertise the offering but still be deemed to be making a private offering under Section 4(a)(2) if: the investors in the offering are all accredited investors; and the company has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports, and the like.

I represent and warrant to FundEze (together with its affiliates, “FundEze”) that I am solely responsible for ensuring that the Startup which I represent is in compliance with Rule 506(c) and the information submitted to the Site by the Startup for the creation of its Account and the Startup’s FundEze Profile (the “Startup Information”) is correct and complete. I understand and agree that if any event occurs or circumstance arises that causes any of the Startup Information to be untrue or misleading in any material respect, then I must update the Startup Information to make it true and correct in all material respects prior to using the Site or any Services to raise capital.

I agree that I am fully responsible for the accuracy of any information related to the Startup that I upload, and I am fully responsible for any and all consequences and claims related to any investment that is made in the Startup through the Site in reliance upon such information. You acknowledge that FundEze is not obligated to and will not verify or investigate the accuracy and completeness of the Startup Information. You understand, acknowledge, and agree that other parties are relying on the statements made herein and that any willfully false statement is sufficient cause for removal from the Site, along with other legal causes of action.

No Disqualifying Events

You represent and warrant that none of Startup’s predecessors, any affiliated issuer, any director, executive officer, other officer of the Startup participating in the Offering, any investment managers and their principals, any beneficial owner of 20% or more of the Startup’s outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act) connected with the Startup in any capacity at the time of sale, nor any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, a “Startup Covered Person” and collectively, “Startup Covered Persons”) is subject to any of the “Bad Actor” disqualifying events described in the applicable provisions of Regulation D under the Securities Act (a “Disqualifying Event”). You warrant and represent that you have exercised reasonable care to determine whether any Startup Covered Person is subject to a Disqualifying Event and will promptly notify FundEze and any subscribed investors in writing should any Disqualifying Events occur or prior Disqualifying Events come to your notice and immediately consult your legal counsel.

I UNDERSTAND THAT THE OFFER AND SALE OF SECURITIES – INCLUDING, WITHOUT LIMITATION, STOCK, OPTIONS, CONVERTIBLE DEBT, WARRANTS, AND OTHER SIMILAR INSTRUMENTS – IS REGULATED BY FEDERAL AND STATE LAW (“SECURITIES LAWS”), AND THAT IF I USE THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES I MUST DO SO IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

I UNDERSTAND THAT FundEze MAKES NO REPRESENTATION OR WARRANTY THAT TRANSACTIONS CONDUCTED THROUGH THE SITE WILL BE IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS. I ACKNOWLEDGE THAT USE OF THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES DOES NOT CONSTITUTE COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND MAY VIOLATE APPLICABLE SECURITIES LAWS IN CERTAIN JURISDICTIONS.

I UNDERSTAND THAT FundEze IS NOT A “BROKER”, “DEALER”, “INVESTMENT ADVISOR” OR “FUNDING PORTAL,” AS THOSE TERMS ARE DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

IN ADDITION TO, AND NOT IN LIMITATION OF, THE DISCLAIMERS, EXCLUSIONS ON WARRANTIES, AND LIMITATIONS ON LIABILITY SET FORTH IN THE TERMS OF SERVICE, I AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW FundEze SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM OR RELATED TO ANY TRANSACTION IN SECURITIES CONDUCTED THROUGH THE SITE.

In addition to, and not in limitation of, the indemnity set forth in the Terms of Service, I agree to defend FundEze and its subsidiaries, affiliates, licensors, and assignees and its officers, directors, managers, stockholders, members, agents, partners, and employees (the “FundEze Indemnitees”), from and against any and all claims, actions, suits, demands, or other proceedings brought by or on behalf of any third party, and to indemnify and hold the FundEze Indemnitees harmless against any losses, liabilities, and other damages (including, but not limited to, reasonable attorneys’ fees), in any case arising out of or related to my use of the Site and the Services in connection with any transaction in securities. I understand this defense and indemnification obligation will survive following the termination of my use of the Site and the Services.

I agree that FundEze shall have the right, but not the obligation, to list the Startup on the Site as a customer who uses the Services and in other materials promoting the Services. I further agree that if I use the Site to raise capital for the Startup, FundEze has the right, during and after the term of this Agreement, to list the Startup and details of the transaction on the Site and in other materials promoting the Services.