OPENDEAL INC., AND ITS WHOLLY OWNED SUBSIDIARY OPENDEAL PORTAL LLC (TOGETHER, “REPUBLIC”, “WE”, “US”, “OUR” AND THE “COMPANY”) OPERATE THE WEBSITE LOCATED AT HTTPS://REPUBLIC.CO (“SITE”). THE SITE HOSTS AN INVESTMENT CROWDFUNDING PORTAL (“PORTAL”) OPERATED BY OPENDEAL PORTAL LLC.
THE TERMS AND CONDITIONS SET FORTH BELOW (“TERMS”) GOVERN YOUR USE OF THE SITE, SERVICES, AND APPLICATIONS OFFERED BY REPUBLIC (THE “SERVICES”) AND HOSTED HEREON THAT RELATE TO THE PORTAL. THESE TERMS ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND SERVICES RELATING TO THE PORTAL. SOME OF THESE TERMS SURVIVE YOUR USE OF THE SITE.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE PORTAL AND THE RELATED SERVICES. YOUR USE OF THE PORTAL AND THE RELATED SERVICES 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 TERMS AND SERVICES OFFERED ON THIS SITE AT ANY TIME. WE WILL NOTIFY YOU OF SUCH REVISIONS BY (I) POSTING AN UPDATED VERSION OF THESE TERMS ON THE SITE, (II) PROVIDING A NOTIFICATION OF THE CHANGES TO ALL REGISTERED USERS OF THIS SITE AND (III) DISCLOSING NEW TERMS ELSEWHERE ON THE SITE WHEN APPROPRIATE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE SITE AND THE ASSOCIATED SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES TO THE TERMS.
By using the Portal, including by simply viewing it, you agree to these Terms. You agree the Terms are solely between you (and any person or entity you expressly represent to be acting as an agent for) and Republic. Failure to maintain compliance with the Terms may result in losing access to the Site, Portal and Services.
Visitors to the Site may view content on the Site, broadly defined as any text, graphics, other materials or information uploaded, downloaded or otherwise accessible through the Site (“Content”). Visitors to the Site may open an account as a “User” (a person who has an account on the Site that can neither accept nor make investments) or convert their User account to either an (i) “Issuer” account (for a private company offering securities on the Portal, an “Offering”), or (ii) “Investor” account (a person who has opened an account with the ability to make investments through the Portal). An account type will have an User ID (“User ID”). The only people who are authorized to create accounts on the Portal are authorized representatives of Issuers and prospective-investors with a substantial background in investment, financial markets and early-stage business, who understand the relevant risks and legal terms and are willing to bear the consequences. Issuers should note that Offerings on the Site are generally viewable by the general public. Please see Section IV(a). Account Registration and Password Protection for further information regarding the use and safeguarding of your User ID and passwords.
Investment opportunities on the Portal are only intended for Investors who are sophisticated enough to protect their own interests, have reviewed the educational materials and can tolerate risk of capital loss.
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 Content. You are responsible for all activities that occur under your account. Republic may revoke your access to the Site and Services (including the Portal) 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 to ensure transparent, compliant and good faith activities on the Site, including the maintenance of high standards of commercial conduct and integrity in relations to Offerings.
When using our Site and Services, you are promising not to violate the Community Rules of Republic as described below. Aside from your Content, all information, documents and Services provided on this Site, including trademarks, logos, graphics and images (the “Materials”) are provided to you by Republic or other Users. Except as expressly stated herein, you acknowledge that you have no right, title or interest in or to the Materials. Furthermore, with regard to the Offerings hosted by the Portal, you shall not use related Content 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 through the Services. Any Content you distribute through the Site or otherwise provide 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, is hereby licensed to the Company on a nonexclusive, worldwide, royalty-free, irrevocable, perpetual basis. In limited circumstances, Republic will accept submissions on a confidential basis (i.e., potential-Offering applications), these opportunities will be clearly marked as confidential, with any terms and conditions of such confidentiality included.
Furthermore, you cannot have any expectation that Republic evaluates, confirms, endorses, or otherwise stands behind any Content provided by any User, Investor, or Issuer. 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, accounting, tax, 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 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 law, Republic retains sole discretion to reject or accept any application from any Issuer or Investor to participate on the Portal, for any reason or no reason at all.
As required of all users of the Site, 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 ID and password (the “Password(s)”) as set forth in the account registration procedures posted on the Site. Your User ID must be a name you have the right to use. You agree to comply with the procedures specified by Republic from time to time regarding obtaining and updating Passwords for your User ID. 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 Passwords, 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 sent via certified mail to: Republic, Legal Department, 335 Madison Ave, 7th Floor, New York, NY 10017. 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 the Terms 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 the Terms 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 the Terms.
Governing Law/Venue. The Terms 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 rules of FINRA Dispute Resolution, Inc. (“FINRA DR”). 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 New York, NY 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 New York, NY 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 New York, NY.
Injunctive and Equitable Relief. You acknowledge that the rights granted to Republic through the use of the Site 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. Nothing in these Terms shall prevent Republic from seeking injunctive or equitable relief (without the obligations of posting any bond or surety) with respect to these Terms, 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 these Terms ("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, Legal Department, 335 Madison Ave, 7th Floor, New York, NY 10017.
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 in accordance with the rules of FINRA DR. Any election to arbitrate by one party shall be final and binding on the other. You thereby agree to arbitrate any controversy or claim before FINRA DR in the State of New York. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
This provision contains a pre-dispute arbitration clause. By using the Site as an Investor, you are entering into an arbitration agreement, by which the parties agree as follows:
As you consent to the Terms by your use of the Site, you acknowledge that you can locate this pre-dispute arbitration clause using a search function on your webpage and that you have received a copy of this pre-dispute arbitration clause by or through your access of the Site. We can provide you proof of when you consented to the Terms, specifically this pre-dispute arbitration clause within ten (10) business days of receipt of your request, we will provide you with a copy of any pre-dispute arbitration clause or investor agreement executed between you and us. Upon your written request, we will provide you with the names of, and information on how to contact or obtain the rules of, all arbitration forums in which a claim may be filed under the Terms.
Except as otherwise provided in these Terms, 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(s) 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. Except as prohibited by law or FINRA DR, 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 the Terms, including but not limited to any claim that all or any part of these Terms are 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 IV(f) shall remain in full force.
The failure of the Company to require or enforce strict performance by you of any provision of the Terms or to exercise any right thereunder 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 the Terms 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 the Terms as so interpreted.
You and the Company agree that if any portion of the Terms are 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 Issuers 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 authorized by 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 these Terms.
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 CONTENT. YOU ACKNOWLEDGE THAT THE CONTENT 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 CONTENT AND FURTHER AGREE THAT REPUBLIC HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT, WHETHER PROVIDED BY REPUBLIC OR ITS LICENSORS. REPUBLIC MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE’S UP TIME NOR THE USABILITY OR ACCESSBILITY OF THE SITE BY USERS, INVESTORS, ISSUERS OR VISITORS OF THE SITE.
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 CONTENT 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" 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 CONTENT ON THIS SITE CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THIS 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.
IN THE CASE OF NEGLIGENCE, NEITHER REPUBLIC, NOR ANY OF ITS AFFILIATES, NOR ANY PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, THIRD-PARTY PROVIDERS, OR CONTENT PROVIDERS OF THE FOREGOING 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, TECHNICAL ERRORS, ACCIDENTAL ERRORS, YOUR INABILITY TO ACCESS THE SITE, THE RESULTS OF YOUR USE OF THE SITE AND/OR THE SERVICES, OR ANY EXTERNAL WEBSITES LINKED TO THIS SITE, OR THE CONTENT ON THE SITE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF REPUBLIC WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT REPUBLIC OR ANY OF ITS PARTNERS, AGENTS, THIRD-PARTY PROVIDERS OR CONTENT PROVIDERS ARE FOUND TO BE GROSSLY NEGLIGENT OR WILLFUL IN THEIR MISCONDUCT, BY AN ARBITRATOR AUTHORIZED TO ACT BY THESE TERMS, DAMAGES WILL BE LIMITED TO (i) THE VALUE OF YOUR INVESTMENT FOR INVESTORS, (ii) $0.01 FOR USERS, OR (iii) THE TOTAL AMOUNT OF REPUBLIC’S COMMISSION FOR EACH ISSUERS’ RELEVANT OFFERING WITH RESPECT TO AN ISSUER.
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 "ACCEPT" 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, REPUBLIC 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 REPUBLIC AS DESCRIBED ABOVE. REPUBLIC WILL SEND YOUR PAPER COPY TO YOU BY U.S. MAIL. IN ORDER FOR REPUBLIC TO SEND PAPER COPIES TO YOU, YOU MUST HAVE A CURRENT STREET ADDRESS ON FILE WITH REPUBLIC AS YOUR PRIMARY MAILING ADDRESS. IF YOU REQUEST PAPER COPIES, YOU UNDERSTAND AND AGREE THAT REPUBLIC MAY CHARGE YOU A PAPER COMMUNICATIONS FEE FOR EACH COMMUNICATION AT THE CURRENT RATE DETERMINED BY THE COMPANY.
CONSENT TO ELECTRONIC DELIVERY. AS A USER OF THIS PORTAL, YOU SPECIFICALLY AGREE TO RECEIVE, OBTAIN, AND/OR SUBMIT ANY AND ALL DOCUMENTS AND INFORMATION ELECTRONICALLY. THESE DOCUMENTS AND INFORMATION WILL BE COLLECTIVELY KNOWN AS "ELECTRONIC COMMUNICATIONS," AND WILL INCLUDE, BUT NOT BE LIMITED TO, ANY AND ALL CURRENT AND FUTURE REQUIRED NOTICES AND/OR DISCLOSURES, AND ALL RELEVANT AGREEMENTS RELATING TO YOUR ACTIVITIES ON THE SITE. YOU ACCEPT ELECTRONIC COMMUNICATIONS PROVIDED VIA EMAIL AS REASONABLE AND PROPER NOTICE FOR THE PURPOSE OF FULFILLING ANY AND ALL RULES AND REGULATIONS AND AGREE THAT SUCH ELECTRONIC COMMUNICATIONS FULLY SATISFY ANY REQUIREMENT THAT COMMUNICATIONS BE PROVIDED TO YOU IN WRITING OR IN A FORM THAT YOU MAY KEEP. AS A USER OF THIS PORTAL, YOU ARE RESPONSIBLE FOR KEEPING YOUR PRIMARY EMAIL ADDRESS ON FILE WITH REPUBLIC UP TO DATE, SO THAT REPUBLIC CAN COMMUNICATE WITH YOU ELECTRONICALLY. YOU UNDERSTAND AND AGREE THAT IF REPUBLIC SENDS YOU AN ELECTRONIC COMMUNICATION, BUT YOU DO NOT RECEIVE IT BECAUSE YOUR PRIMARY EMAIL ADDRESS ON FILE IS INCORRECT, OUT OF DATE, BLOCKED BY YOUR INTERNET SERVICE PROVIDER, OR YOU ARE OTHERWISE UNABLE TO RECEIVE ELECTRONIC COMMUNICATIONS, REPUBLIC STILL WILL BE DEEMED TO HAVE PROVIDED THE COMMUNICATION TO YOU.
Republic provides single-use bonus-codes (“Promotion Code”) to Investors on the Portal from time to time. The Promotion Code can only be applied toward investment commitments (“Investment Commitments”) for an Offering hosted by the Portal. The following describes the terms and conditions of the Promotion Code program (“Promotion Code Program”).
The ability of an Investor to invest in an Offering on the Portal will depend on the investor’s financial circumstances and investment history, pursuant to the eligibility requirements of Regulation CF of the Securities Act of 1933 (“Reg. CF”). To use the Promotion Code an Investor must have an Investor account on the Portal. To open an Investor account, a person has to provide certain information including contact information and representations regarding their income and net worth and certain aspects of their investment history.
Each Promotion Code (i) has an expiration date associated with the unique Promotion Code (the “Term” — investors can check expiration dates here ), (ii) cannot be transferred in any way (iii) is not reusable, and (iv) and may not be redeemed for cash (except as required by law). An Investor may only use one Promotion Code during the Term and it is a violation of these terms and conditions for an investor to indirectly (including through entities formed for such purpose) use this Promotion Code multiple times.
The Promotion Code Program requires additional payment to make an Investment Commitment. The Promotion Code Program applies to every Offering on the Portal during the Term subject to the following restrictions.
A Promotion Code will not be applied and cannot be used if:
In the event an Investor applies a Promotion Code towards an Offering and either a) the Investor cancels or reduces their Investment Commitment, b) the Offering is ultimately undersubscribed or c) the Offering is ultimately withdrawn, (each a “Cancelled Investment Commitment”), the Investor will have the later of i) the Term or ii) thirty-days, from the Cancelled Investment Commitment, to use the Promotion Code.
This Promotion Code can be used on the Portal solely if and when an Investor decides to subscribe to an Offering during the Term. Republic does not recommend or advise Investors to make any investments through the Portal – startup investing is risky, you are likely to lose all of the money you invest.
You must be 18 years of age or older to make an Investment on the Portal, Republic reserves the right to request proof of age. Void where prohibited or restricted by law. Promotion Code terms and conditions are subject to change without notice. The Promotion Code Program is governed by the laws of the State of New York.
1. Membership: Membership in the Republic Note program (“Program”) and the benefits of the Program are offered at the sole discretion of Republic; you have no right to be a Member and Membership does not afford you any rights or privileges not provided to a User of the Site. Eligible Users of the Site are automatically enrolled in the Program when opening a User account or have be entered into the Program retroactively. You do not need to make an investment or any purchase to be a participant in the Program. As you use the Site, you accumulate User-reward-tokens, called notes “Notes”, each individually a “Note”. Currently, Republic intends to limit the pool of Notes to reward early adopters of the Site, but reserves the right to alter or remove any limit. Upon enrolling, a Note account (“Note Account”) will be created for you. Tokens earned will accumulate in your Notes Account, as described below. Republic may provide you certain Notes in your Note Account upon the beginning of your Membership, even if you haven’t previously used the Site, subject to the same terms and conditions as earned or accumulated Notes.
2. Eligibility: Only Users who have opened an account on the Site may become members (“Members”) in the Program. Currently, there is no residency requirement related to being a Member, however, Republic reserves the right to impose one, including retroactively, if the Program is impermissible under any state, federal or foreign law. Corporations, associations and other groups may not participate unless given written permission by Republic. Republic reserves the right to disqualify any person from participating as a Member if, in our sole judgment, that person appears to be violating these Conditions, or any of the Terms of the Site and Services or otherwise acting in a manner inconsistent with the Program’s intent. If a Member is disqualified, they forfeit their Note Account, the contents of such Note Account and any benefits such Note Account entitled them too.
3. Select Definitions:
|Participate with the Community||Invite friends to become users**|
|Invest like an Angel||Invest in an offering***|
|Identify the next deal||Introduce a startup that ultimately raises on Republic|
* Republic will not compensate a User for providing others’ personally identifiable information (PII) and will compensate on a successful use of a link basis.
** Users will only accumulate Notes when their personal investment commitment is finalized.
*** Subject to any Note Multiplier activated at the time of action. A majority of the actions that entitle you to accumulate Notes are listed here.
4. Accumulating Notes and Using Notes:
Accumulating Notes: Once enrolled in the Program, you accumulate Notes based on your Eligible Actions. Any Eligible Actions entered into by a user who is not the Member (i.e., does not have a User account on the Site) will not accumulate Notes. If we deactivate your Note Account due to our belief that your account was used to abuse or manipulate the Program, membership in the Program will terminate immediately and your Note Account Balance may be forfeited. We reserve the right, in our full discretion, to retroactively allow you to accumulate Notes for past actions; we also reserve the right to cancel any Note allocation we believe to be improper, mistaken, or otherwise impermissible under the Conditions of your Membership. For the avoidance of doubt, any Notes will be accumulated by individual Users and shall be solely issued by Republic.
Using Notes: From time to time, we will anticipate providing opportunities for Members to use Notes, whether to redeem a Perk (defined below) or redeem a credit on the Site. Any time you use a Note, this will be reflected in your Note Account Balance and whichever Level (defined below) you have reached. We reserve the right to alter the permissible uses of Notes at any time. Notes cannot be used off of the Site, as described further in Other Terms.
5. Expiration of Note Account Balance: If you are not an Active User during any rolling calendar year, we reserve the right to remove all remaining Notes in your Note Account (i.e., your Note Account Balance) and return them to the claimable pool. Notes will not be halved, anything less than a full Note will be considered zero Notes. Nothing in this section will reduce Republic’s right to cancel any and all Note Account Balances held by a User at any time and for any reason.
6. Note Multiplier: From time to time, we may offer incentives that allow Members to earn a greater number of Notes for an Eligible Action than they typically would. Republic does not need to announce the details of the Note Multiplier for it to be in effect. Any Note Multiplier earned will be reflected in your Note Account Balance within 48 hours of the end of the Note Multiplier period.
7. Benefits/Perks and Levels: As you earn Notes, you will gain levels (each a “Level”). Each Level unlocks certain unique benefits for Members. From time to time, Republic will provide various perks (“Perks”) which can be redeemed on the Site for certain Users who have either (i) achieved a predetermined Level or a higher Level or (ii) elected to use Notes to redeem the Perk. Perks may be limited in availability, scope or the time available to claim them. Republic Notes may not be redeemed or exchanged for cash or cash equivalents; although Republic may allow you to redeem Notes for Promo Codes to use elsewhere on the Site. Republic reserve the right to withdraw or reverse any Level granted to or any Perk provided to a Member.
8. Tracking of Notes on the Ledger: Your Note Account and Note Account Balance may be tracked on a private blockchain developed by Republic and its partners (the “Ledger”). The Ledger blockchain will not be publicly accessible and you will have no rights to its code or right to access it. Republic may never utilize the Ledger, discontinue use of the Ledger or alter the Ledger at any time. Should Notes ever be moved to a public decentralized ledger, you will be informed if and when you can claim such Notes.
9. Termination of or Change in Program: Republic may terminate the Program at any time, with or without notice, which may result in loss of your accumulated Note Account Balance and the cancellation of all benefits and privileges associated with the Program. Republic reserves the right to limit, delete or change any of the rules, terms, conditions, and benefits of the Program at its sole discretion, with or without notice. Interpretation of these Conditions shall be at the sole discretion of Republic, whose decision will be final. Republic has the right to close your Note Account for any reason.
10. Other Terms: Republic is not responsible for any tax liability connected with receipt or use of any Republic Note. Each Member is responsible for any and all tax consequences related to receiving Notes or otherwise participating on Republic. The Program is void where prohibited by law. A Notes Account Balance is not transferable in the event of death, as part of a domestic relations matter, or for any other reason. The sale or barter of any Notes Account Balance is prohibited. Events beyond Republic’s control, such as computer equipment or electronic data transmission failure, hacking or other cyberattacks, strikes, acts of God, civil disturbance, terrorism, war, or other third party acts or omissions that may materially affect our ability to perform, will allow us to suspend or terminate the Program.
11. Representations and Warranties: We make no warranties regarding the Note. While there may be utility in the earning or use of the Note on the Site, the Note has no value off of the Site and neither the Note nor the Note Account Balance may be transferred, used, exchanged, lent or leveraged. The Note does not entitle you to any asset, economic right, governance right, interest or other item that could lead you to expect to profit from the Note. Republic reserves the right to offer notes, points, tokens, securities or other units for sale that materially differ in their rights and privileges from the Notes, and doing so will not violate this Program’s terms or conditions. Any offer or sale of a security will be done in full compliance of the Securities Act of 1933 and the Exchange Act of 1940. To be abundantly clear, you will not be entitled to any security unless and until the Company or an affiliate conducts an offering, you subscribe to such offering and the subscription is accepted; being a Note holder will not entitle or guarantee you to participate in any offering of securities hosted by the Company or an affiliate. By being a Member, you represent and warrant that you have no expectation of profit from accumulating or using the Note and that your primary motivation for accumulating Notes is to be a User on the Site.
12. Release of Information: By enrolling in the Program, you consent to the release of information to third parties that assist us in carrying out the Program.
13. Change to Your Republic Notes Account Information: You must advise Republic of any change in your name or the address, phone number and/or email address associated with your Note Account. Please write to [email protected]
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Last updated: May 17th, 2019 · “Republic” is a trademark of OpenDeal Inc.
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