THE TERMS AND CONDITIONS SET FORTH BELOW (“TERMS”) GOVERN YOUR USE OF WWW.REPUBLIC.CO, AN INVESTMENT CROWDFUNDING PORTAL OPERATED BY OPENDEAL INC. (“COMPANY” OR “REPUBLIC”), AND ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND SERVICES RELATING TO THE SITE OR THE COMPANY.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE AND/OR THE SERVICES OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THIS SITE AND/OR THE SERVICES ON THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. YOU AGREE THAT REPUBLIC MAY MAKE CHANGES TO THE SERVICES OFFERED ON THIS SITE, AT ANY TIME WITHOUT NOTICE, AND CAN REVISE THESE TERMS AT ANY TIME. WE WILL NOTIFY YOU OF SUCH REVISIONS BY POSTING AN UPDATED VERSION OF THESE TERMS ON THE SITE AND/OR DISCLOSE NEW TERMS ELSEWHERE ON THE SITE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE SITE AND/OR THE SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES.
Users of www.republic.co (the “Portal” or “Site”) may open an account as an “Issuer” (a private company seeking investments and offering securities on the Portal) or as an “Investor” (who has opened an investor account with Republic), or they may view that portion of Contents (broadly defined as any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Site) accessible to the general public. The only people who are authorized to create accounts on the Site are professionals who understand legal terms and risk and are willing to bear the consequences.
Investment opportunities on the Platform are only intended for investors who are sophisticated enough to protect their own interests and can tolerate risk of capital loss. While Republic applies its own criteria in assessing applications by Issuers to list their Title III crowdfunding offerings (“Offerings”) on our Site, Investors must conduct their own due diligence of an Issuer and its Offering and must verify all information on their own when making investment decisions. Republic does not, and cannot, guarantee that any Content on the Site is accurate or complete.
GENERAL USERS: Certain portions of the Site will be visible to users who have not signed up as either Issuers or as Investors. Those users, nevertheless, are bound by this Terms of Service. Issuers should note that Offerings on the Site are generally viewable by the general public.
By using any Services, including by simply viewing Content on the Site, you are agreeing that you, and each person you allow to access Republic through your account, will abide by these Terms of Service (“Agreement”). This Agreement is between you and OpenDeal Inc. (“we,” “Republic” or the “Company”), and it governs your access to and use of the services, websites, and applications offered by Republic (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.
By accessing the Site (by invitation or otherwise) or by communicating with Issuers, Investors and other users, you agree to (i) ensure at all times that information about you or provided by you (i.e., your Content) is true, accurate, current, complete and not misleading; and (ii) promptly comply with Republic’s request for specific action(s) or additional Contents. You are responsible for all activities that occur under your account. Republic may revoke your access to the Services (including the Site) at any time it determines that (a) you fail to fully comply with the foregoing obligations or with any provision of these Terms of Services, or (b) your action or inaction on the Site or in connection with the Services is inconsistent with Republic’s mission as a funding portal to ensure transparent, compliant and good faith crowdfunding offerings and investment on and through its Site.
When using our Site and Services, you are promising not to: (a) violate the Community Rules of Republic as described below. Aside from your Contents, all information, documents and Services provided on this Site, including trademarks, logos, graphics and images (the “Materials”) are provided to you by Republic. Except as expressly stated herein, you acknowledge that you have no right, title or interest in or to the Materials on any legal basis. Furthermore, you shall not disclose any Contents received through the Services to any third parties or use such Contents for any purpose other than seeking capital or assessing a potential investment.
The Services may invite you to participate in discussion forums viewable by the general public, or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content to/via the Services. Any such material you transmit to the Site or otherwise through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to the Company in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with the Company, shall deemed to have been licensed to the Company on a nonexclusive, worldwide, royalty-free, perpetual basis.
Furthermore, you cannot have any expectation that Republic evaluates, confirms, endorses, or otherwise stands behind any Content(s) provided by any Issuer or its Offering. You may not treat any email or other information you receive as a result of your access to the Services as a representation of any kind by Republic on which you should rely. Republic is not qualified to provide legal, accouting or investment advice, and no information provided to you by Republic, its staff or its affiliates, can be so construed.
By using our Site and our Services, you agree and acknowledge in each instance that Republic is not a party, a beneficiary, an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Investor and an Issuer. Republic shall not be held liable to any party for any costs or damages arising out of or related to such transaction. Unless otherwise required by laws, Republic retains sole discretion to reject or accept any application from any Issuer or Investor or user to participate on the Site, for any reason or no reason at all.
As required of all Republic users, you will not, in connection with the Services or while engaging with the Republic community:
Prior to gaining access to certain Services on the Site, Republic will require you to set up a user name and password (the “Password(s)”) as set forth in the account registration procedures posted on the Site. You agree to comply with the procedures specified by Republic from time to time regarding obtaining and updating Passwords for the Site and Services. You agree to assume sole responsibility for the security of Passwords issued to you. Passwords are subject to cancellation or suspension by Republic at any time, including upon the misuse of any and the reissuance or reactivation of Passwords. You agree to ensure that you will use your best efforts to prevent any third party from obtaining your Password, and you shall inform Republic immediately in writing of any actual or potential unauthorized access to a Password or to the Site and/or Services.
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Republic must be addressed sent via certified mail to: Republic, 524 Broadway, New York, NY 10012. Furthermore, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
We may amend this agreement at any time in our sole discretion, effective upon posting the amended Terms at the domain of www.republic.co where the prior version of this agreement was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.
Governing Law/Venue. This agreement and all aspects of the Service shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law's provisions) regardless of your location except that the arbitration provision shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, the parties hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in San Francisco, CA, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by the relevant parties to the Company in connection with their use of the Service. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in San Francisco County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in San Francisco County, California.
Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this agreement ("Dispute"), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Republic, 524 Broadway, New York, NY 10012, ATTENTION: LEGAL DEPARTMENT.
Binding Arbitration. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance. You and we agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity.
Restrictions/No Class Actions. You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) 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
Exclusive Process. You acknowledge that the arbitrator(s), and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. Without limiting the generality of the foregoing, the arbitrator shall have the exclusive authority to interpret the scope of this clause, and the arbitrability of the controversy, claim or dispute.
Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company's intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this Section XVII shall remain in full force.
The failure of the Company to require or enforce strict performance by you of any provision of this agreement or to exercise any right under this agreement shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this agreement as so interpreted.
You and the Company agree that if any portion of this agreement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
This agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to Content offered through the Services.
If You are a part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Services and any related software are "commercial item," "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the Services by the Government shall be governed solely by this agreement.
You agree to defend, indemnify and hold harmless Republic and its affiliates, representatives, partners, agents and employees from and against any and all liabilities, claims, costs and expenses, including attorneys' fees, that arise out of or in connection with your use of the Site and/or the Services or breach of these Terms.
YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND/OR THE SERVICES ARE BEING PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND MAY INCLUDE CERTAIN ERRORS, OMISSIONS, OUTDATED INFORMATION WHICH MAY AFFECT THE QUALITY OF THE CONTENTS. YOU ACKNOWLEDGE THAT THE CONTENTS HAVE NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY REPUBLIC, AND AGREE THAT REPUBLIC DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE CONTENTS AND FURTHER AGREE THAT REPUBLIC HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS, WHETHER PROVIDED BY REPUBLIC OR ITS LICENSORS.
REPUBLIC, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENTS AND ANY THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR THE SERVICES AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" AND "WHERE-IS" BASIS, AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED. REPUBLIC PROVIDES THE SERVICES "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND.
WE MAKE NO REPRESENTATION THAT THE CONTENTS ON THIS WEB SITE CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THIS WEB SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.
NEITHER REPUBLIC NOR ANY OF ITS PARTNERS, AGENTS, AFFILIATES, THIRD PARTY PROVIDERS OR CONTENT PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE RESULTS OF YOUR USE OF THE SITE AND/OR THE SERVICES, OR ANY EXTERNAL WEB SITES LINKED TO THIS SITE, OR THE CONTENTS ON THE SITE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF REPUBLIC WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
The Services and the Site are operated and provided by OpenDeal Inc., 524 Broadway, New York, NY 10012.
Last updated: Oct. 7, 2016 · “Republic” is a trademark of OpenDeal Inc.
Republic does not verify information provided by companies on this Portal and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Portal can be found by searching the EDGAR database.