Republic Core LLC (“Core”) maintains the Republic Accredited Portal, accessible at https://republic.co/accredited (“Accredited Portal”), a gateway to securities offering solely open to accredited investors. The Accredited Portal provides links to certain deal pages (“Offering Pages”) for various issuers of securities, at Core’s discretion. Neither Core nor the Accredited Portal are securities intermediary, each issuer and offering viewable on the Accredited Portal is either hosted by a registered securities intermediary for the benefit of an issuer or by the issuer itself, using a tech platform maintained by Core or one of Core’s affiliates and may be subject to additional terms and conditions. By accessing the Accredited Portal you (“you”) must agree to this Non-Disclosure and Non-Circumvention Agreement (the “Agreement”). Further, each Offering Page is covered by the Part I: Non-Disclosure of this Agreement if marked Confidential or Private and all Offering Pages accessible through the Accredited Portal, regardless of whether or not they are subject to Part I: Non-Disclosure, are subject to Part II: Non Circumvention and Part III: General Terms of this Agreement.
By accessing the Accredited Platform you consent, agree and bind yourself, your affiliates and your agents to the terms and conditions of this Part I of the Agreement agree to hold in strictest confidence all information received thereby. This Site contains certain of non-public data with respect to certain companies (“Confidential Information”). Confidential Information may only be used by solely for the purpose of evaluating whether or not to enter into a transaction viewable through the Accredit Platform. Without limiting the generality of the foregoing, Confidential Information includes any screenshots of the Accredited Platform (and all branches marked Confidential or Private), notes taken from the Accredited Platform or correspondences between you and the Accredited Platform regarding the Accredited Platform and its Confidential Information. Confidential Information will not include any information that the you can document: (i) is or becomes generally known to the public without fault on your behalf; (ii) was in your possession without any obligation of confidentiality prior to receipt pursuant to this Agreement, as shown by the your files and records prior to the disclosures, and which was obtained legally and not in violation of a confidentiality obligation of a third party to the Core or its affiliates; (iii) is independently developed by the you without use of or reference to the Confidential Information and developed legally and not in violation of a confidentiality obligation of a third party to Core or its affiliates; or (iv) is rightfully and legally obtained by the you from a third party without any obligation of confidentiality to the Core or its affiliates. All Confidential Information is and will remain the property of Core or its affiliates or the respective issuer hosted on the Accredited Platform, as applicable.
ALL CONFIDENTIAL INFORMATION FURNISHED UNDER THIS AGREEMENT IS PROVIDED BY CORE “AS IS” AND “WITH ALL FAULTS.” CORE DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE, OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR ANY RIGHT OF PRIVACY, ANY RIGHTS OF THIRD PERSONS OR OTHER ATTRIBUTES OF ITS CONFIDENTIAL INFORMATION.
By accessing the Confidential Information, you acknowledge your understanding that revealing Confidential Information found hereon is not only violative of this Agreement but may also give rise to liability due to the ramifications of revealing such information; this Agreement does not provide you with any indemnification or waivers from third-parties whose Confidential Information is hosted hereon and who may have a cause of action against you should you reveal the Confidential Information.
By accessing the Accredited Platform you expressly accept the concept of non-circumvention. As such, the you hereby irrevocably agree that you shall not, directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate Core and its affiliates’ interests by communicating or initiating contact, or by causing your affiliates, representatives or other agents to communicate or initiate contact, with any investment opportunity, investor or vendor introduced to you, whether formally or by the conveyance of information related to, by the Accredited Platform. For the avoidance of doubt, you, your affiliates, representatives or agents may communicate with or contact any investment opportunity, investor or vendor introduced to you by Accredited Platform if you can demonstrate a pre-existing relationship with such you as of the date of this Agreement, so long as such communication or contact is unrelated to the operations and conduct of the Accredited Platform and conducted in the ordinary course of such your business without reference to Confidential Information provided pursuant to this Agreement through the Accredited Platform or specific written permission has been obtained to from Core. Failure to abide by these terms may result in Core exercising its right to injunctive relief and if applicable damages.
By accessing the Accredit Platform you agree that Core is not providing to you investment advisory, legal, tax, accounting or other regulated services. You further agree that this Agreement will continue from the date you are provided a password to the Accredited Platform and will automatically expire at such time as the parties have no further obligations to each other hereunder and the Confidential Information which you have received is no longer deemed Confidential Information.
THIS E DISCLOSURE AND CONSENT IS PROVIDED IN COMPLIANCE WITH THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, 15 USC §7001, ET SEQ. (“E-SIGN ACT”) AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT, AS ADOPTED BY THE VARIOUS STATES. BY USING THIS SITE, VISITORS AND USERS THEREBY AGREE TO THESE TERMS IN THEIR ENTIRETY, WHICH MAY BE AMENDED FROM TIME TO TIME. RELEVANT AGREEMENTS GOVERNING SPECIFIC TRANSACTIONS AND ACTIVITIES ON THE SITE ARE TYPICALLY AGREED TO VIA ELECTRONIC SIGNATURES, EVIDENCED BY THE RELEVANT PARTIES SELECTING THE "ACCEPT" OR “AGREE” BUTTON OR CONFIRMING VIA OTHER FORMS OF ELECTRONIC COMMUNICATION (“ELECTRONIC SIGNATURE”). YOU AGREE YOUR ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF YOUR MANUAL/HANDWRITTEN SIGNATURE. BY SELECTING "I ACCEPT" USING ANY DEVICE, MEANS OR ACTION, YOU CONSENT TO THE LEGALLY BINDING TERMS AND CONDITIONS OF THE RELEVANT AGREEMENT. YOU ALSO AGREE THAT NO CERTIFICATION AUTHORITY OR OTHER THIRD-PARTY VERIFICATION IS NECESSARY TO VALIDATE YOUR E-SIGNATURE, AND THAT THE LACK OF SUCH CERTIFICATION OR THIRD-PARTY VERIFICATION WILL NOT IN ANY WAY AFFECT THE ENFORCEABILITY OF YOUR E-SIGNATURE OR THE RELEVANT AGREEMENT. YOU HAVE THE RIGHT TO WITHDRAW YOUR CONSENT AT ANY TIME. TO WITHDRAW CONSENT, YOU MAY SEND A WRITTEN REQUEST BY E-MAILING [email protected] IF CONSENT IS WITHDRAWN, ACCREDITED PORTAL RESERVES THE RIGHT TO DISCONTINUE YOUR ACCESS TO THE SITE, TERMINATE ANY AND ALL AGREEMENTS WITH YOU OR OTHER PARTIES HOSTED ON THE SITE, AND/OR CHARGE YOU ADDITIONAL FEES FOR PAPER COPIES. IF, AFTER YOU CONSENT TO PROVIDE YOUR SIGNATURE ELECTRONICALLY, AND YOU WOULD LIKE A PAPER COPY OF AN ELECTRONIC SIGNATURE, YOU MAY REQUEST A COPY WITHIN ONE HUNDRED EIGHTY (180) DAYS OF THE ELECTRONIC SIGNATURE BY CONTACTING ACCREDITED PORTAL AS DESCRIBED ABOVE. ACCREDITED PORTAL WILL SEND YOUR PAPER COPY TO YOU BY U.S. MAIL. IN ORDER FOR ACCREDITED PORTAL TO SEND PAPER COPIES TO YOU, YOU MUST HAVE A CURRENT STREET ADDRESS ON FILE WITH ACCREDITED PORTAL AS YOUR PRIMARY MAILING ADDRESS. IF YOU REQUEST PAPER COPIES, YOU UNDERSTAND AND AGREE THAT ACCREDITED PORTAL MAY CHARGE YOU A PAPER COMMUNICATIONS FEE FOR EACH COMMUNICATION AT THE CURRENT RATE DETERMINED BY THE COMPANY.
This site (the "Site") is owned and maintained by OpenDeal Inc., which is not a registered broker-dealer. OpenDeal Inc. does not give investment advice, endorsement, analysis or recommendations with respect to any securities. All securities listed here are being offered by, and all information included on this Site is the responsibility of, the applicable issuer of such securities. The intermediary facilitating the offering will be identified in such offering’s documentation.
All funding-portal activities are conducted by OpenDeal Portal LLC doing business as Republic, a funding portal which is registered with the US Securities and Exchange Commission (SEC) as a funding portal (Portal) and is a member of the Financial Industry Regulatory Authority (FINRA). OpenDeal Portal LLC is located at 335 Madison Avenue, 16th Floor, New York, NY 10017, please check out background on FINRA’s Funding Portal page.
All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 1345 Avenue of the Americas, 15th Floor, New York, NY 10105, please check our background on FINRA’s BrokerCheck.
Certain pages discussing the mechanics and providing educational materials regarding regulation crowdfunding offerings may refer to OpenDeal Broker LLC and OpenDeal Portal LLC collectively as “Republic”, solely for explanatory purposes.
Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC make investment recommendations and no communication, through this Site or in any other medium should be construed as a recommendation for any security offered on or off this investment platform. Investment opportunities posted on this Site are private placements of securities that are not publicly traded, involve a high degree of risk, may lose value, are subject to holding period requirements and are intended for investors who do not need a liquid investment. Past performance is not indicative of future results. Investors must be able to afford the loss of their entire investment. Only qualified investors, which may be restricted to only Accredited Investors or non-U.S. persons, may invest in offerings hosted by OpenDeal Broker.
Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC, nor any of their officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this site. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal and financial advisors.
Investors should verify any issuer information they consider important before making an investment.
Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.
Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.