Wefunder Terms & Conditions

PROVISIONS GOVERNING THE USE OF THE WEFUNDER SITE BY INVESTORS AND INVESTMENTS IN OFFERINGS

Wefunder Inc. and its affiliates operate the websites located at wefunder.com, communityround.com and xx.team, as well as the Wefunder Android and iOS applications (together, the "Site"), which facilitates securities offerings (the "Offerings") by early stage, start-up companies ("Startups"). The Offerings are made pursuant to:

• Regulation D of the Securities Act of 1933 ("Reg D Offerings"), which are facilitated through the portion of the Site operated by Wefunder Inc. and through the use of investment vehicles advised by Wefunder Advisors, LLC ("Wefunder Advisors"), a wholly-owned subsidiary of Wefunder Inc.;
• Regulation Crowdfunding of the Securities Act of 1933 ("Reg CF Offerings"), which are facilitated either through the portion of the Site operated by Wefunder Portal, LLC ("Wefunder Portal"), a wholly-owned subsidiary of Wefunder Inc., or by a third party funding portal (each, a "Third Party Funding Portal").
• Regulation A of the Securities Act of 1933 ("Reg A+ Offerings"), which are presented through the portion of the Site operated by Wefunder Inc.; and/or
• Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business (“ECSP Offerings”), which are facilitated through the portion of the Site operated by Wefunder EU, B.V. (“Wefunder EU”), a wholly-owned subsidiary of Wefunder Inc.

Your ability to participate in a particular Offering may depend on your income or net worth and/or your recent participation in certain other Offerings, as described further below. By using this Site, you are agreeing to the terms and conditions of this Wefunder Investor Agreement, which includes, by reference, the Wefunder Terms of Service (the "Terms of Service") and the other agreements listed in Section 1 below (collectively, this "Agreement"), and you are agreeing to the following terms, among others, with respect to your use of the Site as a registered member of the Site (a "Member").

TERMS OF THIS AGREEMENT

Table of Contents

1. 1. General; Documents Incorporated by Reference into this Agreement
2. 2. Agreements with respect to the Site and all Offerings
3. 3. Agreements with respect to Reg D Offerings
4. 4. Agreements with respect to Reg CF Offerings
5. 5. Agreements with respect to Reg A+ Offerings
6. 6. Agreements with respect to ECSP Offerings
7. 7. Agreements with respect to offerings with a Custodian
8. 8. Agreements with respect to Regulation CF and ECSP offerings with a Special Purpose Vehicle (SPV)
9. 9. Agreements with respect to offerings with a Nominee

1. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT

This Agreement between you and Wefunder Inc. sets forth the terms and conditions for your access to the Site and your use of the information, features, products, services and tools on the Site (the "Services"). If you participate in a Reg D Offering, this Agreement is also between you and Wefunder Advisors. If you participate in a Reg CF Offering, this Agreement is also between you and Wefunder Portal. If you participate in a ECSP offering, this Agreement is also between you and Wefunder EU. For ease of reference, when Wefunder Inc., Wefunder Advisors, Wefunder Portal, and Wefunder EU are referred to together in this Agreement, they are referred to as "Wefunder," "we," or "us."

This Agreement incorporates by reference the Terms of Service. You represent that you have read the Terms of Service and agree that the Terms of Service govern your use of the Site and the Services (as those terms are defined in the Terms of Service). Capitalized terms used in this Agreement that are not otherwise defined herein have the meaning given to them in the Terms of Service.

This Agreement should be read carefully before using any Services or continuing to access the Site. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree and consent to, and you agree to be bound by, the Terms of Service, this Agreement, the Privacy Policy, and all other operating agreements, rules, policies and procedures that may be published by Wefunder from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Wefunder from time to time without notice to you.

Your use of the Site 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 Site home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.

The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference, to the extent applicable to a given Offering:

• The Site’s Terms of Service;
• The information on the Site about the particular Startup (such information, the "Startup Information");
• The Wefunder Disclosure Statement, which sets forth general information about venture investments made through the Wefunder Site;
• The Indication of Interest and Subscription Agreement (together, the "Subscription Agreement") or Investment Contract, as applicable, submitted by you with respect to a particular Offering (if applicable);
• The terms of each Offering (the "Offering Terms") in which you invest, as provided to you and set forth in the applicable documents;
• For a Reg D Offering that makes use of an SPV, this will include: (i) the WeFund Terms, which sets forth certain specific terms of the relevant WeFund; (ii) the applicable Series Appendix, an appendix to the LLC Agreement (as defined below), which sets forth certain terms of the relevant WeFund; and (iii) the LLC Agreement, which sets forth other terms applicable to each WeFund;
• For a Reg CF Offering, this will include: (i) the Startup’s Form C; and (ii) the Startup’s Wefunder Portal profile;
• For a Reg A+ Offering, this will include the Startup’s offering circular (the “Offering Circular”);
• For an ECSP Offering, this will include: (i) the Startup’s Key Investment Information Sheet (“KIIS”); and (ii) the Startup’s Wefunder Portal profile; and
• Any other information provided to you with respect to an Offering or the Site via the Site.

You should carefully read each of the above documents, to the extent relevant to the given offering, before subscribing to that Offering. You alone are responsible for ensuring that you are aware of all of the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with Wefunder, and you are responsible for understanding the content of those agreements.

You acknowledge and agree that any interest earned on funds held in any escrow will be paid to Wefunder and will not be paid to any investors or issuers.

2. AGREEMENTS WITH RESPECT TO THE SITE AND ALL OFFERINGS

2.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that Wefunder is not responsible for any content on the Site provided by any third parties, including Startups, and any service providers or other third parties, or any content provided to you in connection with your use of the Site even if that information is distributed to you on behalf of a third party by Wefunder, and is not liable for any type of loss or damage associated with your use of the Site.
• You acknowledge that nothing on the Site constitutes an endorsement, a recommendation to buy securities or any other type of investment advice to you by Wefunder, and any investment risk is solely your own. You are not a client of Wefunder or any of its affiliates.
• You acknowledge that Wefunder does not independently verify information regarding Startups (although Wefunder Portal and Wefunder EU do conduct some diligence on information provided by Startups as required by Reg CF and ECSP) or endorse any Startup for direct or indirect investment, and that information on the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You agree to abide by this and other agreements between you and Wefunder and service providers that govern or relate to your use of the Site or the services available on the Site.
• You understand that the Site offers different types of Offerings for investment, each of which operate under different regulatory regimes and requirements, and that each type of Offerings may have its own unique risks and levels of regulatory involvement.
• You acknowledge that you have been provided access to additional sources of information regarding your investment in the Startup, including the information that is incorporated into this Agreement by reference, such as the Startup Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement, as applicable.

2.2 CONFLICTS OF INTEREST ASSOCIATED WITH ALL OFFERINGS

2.2.1 General

The Site includes Offerings facilitated by Wefunder, Inc., Wefunder Advisors, Wefunder Portal, Wefunder EU, and Third Party Funding Portals. Each of these parties has divergent interests and duties or responsibilities with respect to Members that invest in the Offerings they sponsor. Wefunder Advisors, Wefunder, Inc., Wefunder Portal, and Wefunder EU share members, managers, officers and/or employees that may perform services for various Offerings simultaneously. Each of these persons may take actions in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to you or a Startup or WeFund in which you invest.

2.2.2 Members in Different Offerings May Invest in the Same Startup

A Startup may engage in a Fundraising (as defined below) on the Site with respect to multiple types of Offerings at the same time or sequentially over time. A conflict of interest may arise when Wefunder Advisors determines to sponsor a Reg D Offering with respect to a Startup that has engaged in, is currently engaged in, or will in the future engage in, a Reg CF Offering, ECSP Offering, or Reg A+ Offering on the Site. In this event, Wefunder Advisors will negotiate the terms of the investment in the Startup by the WeFund (as defined below), and in doing so it will not take into account the interests of Members that have or may invest in the Startup through other Offerings, and the interests of the WeFund, on the one hand, and the interests of Members that have or may invest in the Startup through other Offerings, on the other, may be opposed. Further, in the event of a bankruptcy of a Startup, Wefunder Advisors will act in the interests of the WeFund only and without regard to any Members that may have invested in the Startup through the Site in another Offering.

2.2.3 Different Fee Structures Associated with Different Offerings

Wefunder, Inc., Wefunder Advisors, Wefunder Portal, and Wefunder EU will devote the time reasonably required to facilitate their respective Offerings. However, because Wefunder, Inc., Wefunder Advisors, Wefunder Portal, and Wefunder EU each charge different fees with respect to their respective Offerings, and they each share officers and employees, this may create an incentive for their shared employees to favor and spend more time and effort with respect to Offerings that may result in higher fees.

2.3 RISKS GENERALLY ASSOCIATED WITH ALL OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests through an Offering. You should also carefully consider the following risks prior to investing through an Offering:

2.3.1 Significant Risk of Loss; Not a Complete Investment Program

An investment in a Startup 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 Startup is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

2.3.2 Startups Are Early Stage Venture Companies with High Risk of Failure

Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money and fail at a particularly high rate. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

2.3.3 Lack of Operational Record

Each Startup will have limited or no operational record.

2.3.4 Limitation on Liability; Indemnification

This Agreement, including the Terms of Service and the Subscription Agreement, limit the liability of Wefunder, and provide for indemnification in certain circumstances.

2.4 PRIVACY

Wefunder maintains a Privacy Policy, which is available on the Site and incorporated into this Agreement.

2.5 USE OF NAME

You consent to the disclosure by Wefunder of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Site. Without limiting such consent, or any other lawful use of your name by Wefunder, you specifically consent to disclosure by Wefunder to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by Wefunder to any Startup or Member, or combination of Startups or Members, that you have invested in one or more Startups or WeFunds through the Site, and the number of such investments. You may withdraw this consent at any time by contacting Wefunder.

2.6 ELECTRONIC COMMUNICATIONS

Wefunder requires that you consent to delivery of all communications via electronic communications. Please see the Electronic Consent that is available on the Site and incorporated into this Agreement.

3 AGREEMENTS WITH RESPECT TO REG D OFFERINGS

3.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that any investment you make in a Reg D Offering on the Site will be made in a WeFund (as defined below) managed by Wefunder Advisors and not directly in any Startup on the Site and that Wefunder Advisors may receive compensation based on the returns of investments held by a WeFund, and that the returns of your investment in a WeFund, if any, will be reduced by such compensation paid to Wefunder Advisors.
• You understand and acknowledge that once you choose to invest in a Startup through a WeFund, Wefunder Advisors, and not you, will make all decisions with respect to your investment, including, but not limited to, decisions concerning the disposition of your investment.

3.2 INVESTOR REPRESENTATIONS

You represent and warrant to Wefunder Advisors that the answers you provided to the questions you answered when creating a Wefunder account and on the Settings page of the Site (together, the "Investor Certification") are correct and complete and may be relied upon by Wefunder Advisors and its affiliates in determining whether you are eligible to invest in Offerings that are listed on the Site.

You understand and acknowledge that certain offerings on the Site are available only to investors located in certain jurisdictions. You represent and warrant to Wefunder that the address you provided in your Investor Certification is a true and accurate representation of your location of residence. You agree that in the event your residence changes, you will promptly update your address on the Settings page of the Site.

You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a WeFund. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in WeFunds through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in WeFunds listed on the Site. You acknowledge that WeFunds in which you invest may rely, and that Wefunder Advisors, Startups, 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 WeFunds. You represent that you have read and understand the risks contained in the Startup Information.

3.3 CHOOSING AND MAKING INVESTMENTS

3.3.1 Services of Wefunder Advisors with Respect to Reg D Offerings

Wefunder Advisors is an investment adviser to pooled investment vehicles engaged in Reg D Offerings, each of which is a series of WeFunds, LLC or Wefunder Portfolio, LLC (referred to as the "LLCs"), that invest in the Startups described on the Site (each such series, a "WeFund"). Wefunder Portal is not involved in any way in the portions of the Site through which Reg D Offerings are made or with any WeFunds. Members of the Site may invest in a WeFund, but Members are not clients of any Wefunder entity. Although Wefunder, Inc. and its affiliate Wefunder Advisors evaluate potential Startups and determine which Startups will be available as potential investments for WeFunds on the Site, you acknowledge and agree that this evaluation does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and Wefunder.

Wefunder, Inc. performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site; the information reviewed includes information regarding a Startup’s Founders, business plan, and its current and anticipated resources. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Wefunder, Inc. nor Wefunder Advisors performs any separate due diligence on the Startups either before or after a WeFund invests in them.

You acknowledge that as a Member of the Site, you are not a client of or in an investment advisory relationship with Wefunder Advisors.

You also acknowledge that none of Wefunder Advisors or its affiliates advises Members on the merits of a particular investment or transaction or provide legal, tax, or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Wefunder Advisors or its affiliates to buy or sell any securities or other financial instruments. Wefunder Advisors does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

3.3.2 Investments in WeFunds

In Reg D Offerings, Wefunder Advisors provides Startups an opportunity to raise funds by allowing Members to invest in Startups seeking capital from accredited investors. Members invest in a WeFund that, in turn, invests in a Startup (each such opportunity, a "Fundraising"). If you decide to invest in a WeFund, the WeFund will invest in securities issued by the particular Startup engaged in the Fundraising. The terms of the WeFund’s investment in the Startup will be negotiated between Wefunder Advisors, on behalf of the WeFund, and the Startup. The terms of your investment in the WeFund will be governed by the Subscription Agreement between you and the WeFund, pursuant to which you will make certain representations to the WeFund and Wefunder. Wefunder Advisors may reject your investment in a WeFund for any reason or for no reason in its discretion. Information regarding the terms of a WeFund’s investment in a Startup will be made available on the Site, and together with the Terms of Service, this Agreement, and the Subscription Agreement will govern your investment in a WeFund.

Once you complete and submit a Subscription Agreement, you will be asked to transfer funds from your bank account into a bank account maintained at a third party service provider ("Third Party Service Provider"). You agree to comply with the terms of the Subscription Agreement and to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your Subscription Agreement, your investment in the WeFund may not be processed. If your investment is rejected, your funds will be returned to you without interest.

Your investment into a WeFund will be processed only if a predetermined minimum amount of funds are raised from Members on the Site, either in the aggregate or for investment in the WeFund, during the Fundraising (the "Funding Target"). The Funding Target is established by agreement between Wefunder Inc., Wefunder Advisors, and the Startup raising funds on the Site. No funds designated for investment in a WeFund will be invested in the WeFund until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest. Wefunder Advisors may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Startup to determine whether, and for how long, the Fundraising will remain open. Wefunder Advisors may also enter into an agreement with a Startup to close a Fundraising once a certain amount of funds have been raised in the Fundraising, either through a WeFund or in the aggregate, including direct investments (the "Maximum Amount"), or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by Wefunder Advisors in its sole discretion. You will receive notice from Wefunder Advisors when a WeFund for which you have submitted a Subscription Agreement has closed, and whether your subscription in the WeFund will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your Subscription Agreement. Upon closing, each investor who becomes an investor in a WeFund will be deemed to have again entered into the Subscription Agreement, including (without limitation) to have agreed to each representation therein.

You may revoke your subscription into the WeFund during the Fundraising by providing notice to Wefunder Advisors as provided on the Site. You may also revoke your subscription into the WeFund for an additional 48 hours after receiving notice that a Fundraising has closed. 48 hours after you have received notice that a Fundraising has closed, or at any time thereafter, at Wefunder Advisors’ discretion, your investment in a WeFund will be processed. None of Wefunder Advisors or any affiliate of Wefunder will take physical custody of your funds.

You acknowledge that none of Wefunder Advisors, any WeFund, any of their affiliates, or any third party has represented to you that securities of any WeFund or Startup are being sold on an "all or none" basis. You acknowledge that, if the Funding Target is not reached, your funds will be returned to you without interest.

3.3.3 Limitation on Subscriptions

Wefunder Advisors may, in its sole discretion: (a) refuse to permit any person to invest in a WeFund or in the LLCs, or may limit the amount a person may invest in any WeFund or the LLCs; and (b) compulsorily redeem an investor’s interest in one or more WeFunds, in whole or in part, on terms that the Wefunder Advisors determines are reasonable. You acknowledge that no WeFund for which you submit a Subscription Agreement has any obligation to accept your investment, and that any fraction of the investment amount stated on your Subscription Agreement may be accepted, or your subscription may be rejected entirely, for any reason. You acknowledge and agree that, in the event that only a portion of the investment amount stated in your Subscription Agreement is accepted, such Subscription Agreement will be treated for all purposes as a Subscription Agreement to invest the amount ultimately accepted. 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 WeFund.

3.3.4 Direct Investments in Startups

It is possible that you may be invited by a Startup or one of its Founders to invest directly in the securities of a Startup rather than through WeFund. In this case, you will indicate on the Site that you intend to invest in the particular Startup, and Wefunder Advisors or its affiliate will provide your information, including the information you provided in the Investor Certification and your intended investment amount, to the Startup upon the closing of the Fundraising. You may withdraw your indication of interest to invest in the Startup at any time during the Fundraising. Although Wefunder Advisors may disclose to the Startup, or on the Site, that you have indicated an interest in investing in the Startup, Wefunder Advisors will not supply your information to the Startup upon the close of the Fundraising if you have withdrawn the indication.

Your direct investment in the Startup will not be managed or supervised by Wefunder Advisors or any of its affiliates in any respect. Any transaction in the securities of a Startup will be negotiated and effected directly between you and the Startup. None of Wefunder Advisors, its affiliates, or any third party service provider will collect or hold funds for investment in the Startup in a direct investment, and the sole involvement of Wefunder Advisors or its affiliates with respect to such offerings will be (1) hosting of the Startup Information on the Site; (2) disclosure to the Startup of a Member’s indication of interest to invest directly in the Startup, and (3) the provision of information regarding the Member to the Startup.

3.4 INFORMATION REGARDING WEFUNDS

3.4.1 Venture Capital Fund Structure

Each WeFund is a venture capital fund. Each WeFund is a series of one of the LLCs. Each WeFund is treated as a separate and distinct venture capital fund with its own assets and liabilities. Wefunder Advisors will implement a venture capital strategy in pursuing its investment objective, which is to invest substantially all of its assets in securities issued by a privately-held Startup. The investment objective of each WeFund is to seek investment returns through investments in the Startup.

3.4.2 WeFunds’ Investment Process

After a Fundraising closes and the aggregate investment amount for the WeFund has been established, all investments in the WeFund will be processed, and the WeFund will begin operations. At the launch of the WeFund, the WeFund will acquire securities of one or more Startups through privately negotiated transactions directly with the Startup. Each WeFund’s investment program generally involves: (i) the investment of substantially all WeFund assets (except for funds reserved for administrative expenses) in securities of one or more Startups, (ii) holding such securities until (a) they are redeemed by the Startup in accordance with their terms, (b) they come due and are paid by the Startup in accordance with their terms, or (c) Wefunder Advisors identifies an opportunity to dispose of securities owned by the WeFund, which may include sales in a secondary market transaction, resale of the securities back to the Startup, or an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors (a "Liquidity Event") and (iii) distribution of funds paid by the Startup, or of securities or proceeds from a cash sale or other Liquidity Event. Wefunder Advisors will generally seek to identify Liquidity Events that maximize the total return to investors.

In managing a WeFund, Wefunder Advisors may exercise management rights negotiated with a Startup on behalf of a WeFund as set forth in the agreement between the Startup and the WeFund. In addition, subject to the terms of the agreement between the WeFund and the Startup and any applicable laws, Wefunder Advisors, in its sole discretion, may, without limitation: (i) exercise any voting rights associated with securities of the Startup; (ii) exercise conversion or other rights associated with securities of the Startup; (iii) decide when and on what terms to dispose of securities owned by the WeFund, which may include sales in a secondary market transaction, resale of the securities back to the Startup, or an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors; (iv) decide whether to participate in any tender offer offered by the Startup; (v) decide when to dissolve the WeFund, and administer such dissolution; and (vi) decide whether the WeFund should distribute cash and/or securities to investors.

In addition to securities of a Startup, a WeFund may also hold cash or short-term investments. A WeFund will not borrow for investment purposes.

3.4.3 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Wefunder Advisors and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder Advisors, and any of its affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Wefunder Advisors or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder Advisors or any of its affiliates. You acknowledge that none of Wefunder Advisors, its affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

3.4.4 Management and Administration of a WeFund

If you invest in a WeFund, you will not be a recordholder of securities of the Startup. You may not vote, exercise management rights, or dispose of securities of the Startup.

Wefunder Advisors, a Delaware limited liability company, is the managing member of each WeFund. Wefunder Advisors is responsible for carrying out each WeFund’s ordinary affairs, and will appoint appropriate Third Party Service Providers to the WeFund, including investment managers.

Wefunder Advisors is also the investment manager of the LLCs. Wefunder Advisors is a venture capital fund adviser that is an exempt reporting adviser that has filed notice of its status as such with the U.S. Securities and Exchange Commission ("SEC"). The sole owner and member of Wefunder Advisors is Wefunder, Inc. Pursuant to the terms of the LLC Agreement and/or one or more investment management agreements between the relevant LLC or specific WeFunds and Wefunder Advisors, Wefunder Advisors has been delegated primary responsibility for the implementation of each WeFund’s investment program, including but not limited to deciding when and on what terms to dispose of securities owned by the WeFund, when to participate in any tender offer by the Startup, whether and when to dissolve the WeFund, and whether the WeFund should distribute cash and/or securities to investors in the WeFund. The management rights exercised by Wefunder Advisors may vary on a WeFund-by-WeFund basis.

Wefunder Advisors may, in its sole discretion, determine whether to offer follow-on and offer other related investment opportunities in a Startup, if such opportunities are made available, to some or all of the investors in a WeFund that previously invested in securities of that Startup or to investors who did not invest in that prior WeFund.

3.4.5 WeFund Expenses

A portion of the money invested in the WeFund may be reserved to pay administrative fees, details of which will be disclosed to you when you invest. These fees may vary on a WeFund-by-WeFund basis and generally include expenses of operating the WeFund and organizational expenses ("Organizational Expenses"). WeFund expenses may include, without limitation, (i) fees and expenses for advisors, including tax advisors, attorneys, auditors and consultants but not Wefunder Advisors; (ii) all third party costs and expenses incurred in developing, negotiating, structuring, acquiring, or otherwise transacting in investments, including brokerage, third-party finders’ fees, background checks and custodial fees and expenses; (iii) the costs of any litigation, directors’ and officers’ liability or other insurance and indemnification obligations or extraordinary expense or liability relating to the affairs of the WeFund; (iv) expenses for indemnity or contribution; (v) expenses incurred in connection with the collection of amounts due to the WeFund; (vi) the costs of liquidating or dissolving the WeFund; and (vii) any taxes, fees or other governmental charges levied against the WeFund and all expenses incurred in connection with any tax audit, investigation, settlement or review of the WeFund. Organizational Expenses encompass those incurred in connection with (i) the formation and organization of the WeFund, and (ii) the offering of interests in the WeFund, including related travel, accommodation, legal, accounting, consulting, filing, registration, marketing, publishing, selling and printing costs. No administrative fees are paid to Wefunder, Inc., Wefunder Advisors, or any of their affiliates or principals, although these entities may be reimbursed by the WeFund for documented WeFund expenses.

For accounting purposes, a WeFund may amortize its Organizational Expenses for up to 60 months. A WeFund will generally limit the amount of Organizational Expenses that are amortized so that the audit opinion issued with respect to its financial statements (if any) will not be qualified. Wefunder Advisors, or one or more of its affiliates, may, at their sole discretion, pay any such excess Organizational Expenses directly, or they may be expensed by the WeFund in the year in which they are incurred.

The investment returns experienced by investors in WeFunds will be reduced by these expenses, which may have a material effect on such returns. Members that are invited by a Startup or its Founders to invest directly in the Startup on similar terms as a WeFund will not pay similar expenses, and are likely to experience better investment returns as a result.

3.5 ADDITIONAL INFORMATION REGARDING INVESTMENTS IN WEFUNDS

3.5.1 Subscribing for Interests

The WeFund interests offered to Members are securities of each WeFund and not of a Startup. These securities will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction.

A WeFund will generally set a minimum subscription amount for investment for each Fundraising.

No certificates will be issued for interests in a WeFund. You will, however, receive written confirmation of your holdings.

Each WeFund will establish and maintain on its books a capital account ("Capital Account") for you, which will reflect your investment and certain other transactions.

3.5.2 Investor Eligibility Requirements

In order to invest in a WeFund, you must be (i) an "accredited investor" as defined in Regulation D under the 1933 Act, and (ii) a United States citizen or resident, unless Wefunder Advisors determines, in its sole discretion, to admit investors that are not United States persons.

3.5.3 Redemption of Interests

You will have no right to redeem your interests in a WeFund, unless permitted by prior written consent of Wefunder Advisors, in its sole discretion. Wefunder Advisors may, in its sole discretion, compulsorily redeem your interest, in whole or in part, on terms that Wefunder Advisors determines are reasonable. There is no secondary market for interests in the WeFund and none is contemplated, and if one were to develop, you could not sell your interests without the prior written consent of Wefunder Advisors, in its sole discretion. See Section 3.6.6 – "Restrictions on Transfer" below.

3.5.4 Determination of Net Asset Value

Wefunder Advisors will not calculate or report a net asset value or similar calculation for the WeFund. From time to time, Wefunder Advisors may calculate an estimated value of WeFund assets when making important investment decisions for the WeFund, but that value will only be one factor Wefunder Advisors may consider in making its decisions.

3.5.5 Transfer Restrictions

You may not sell, pledge, assign or otherwise transfer any WeFund interest without the prior written consent of Wefunder Advisors, which may be withheld or conditioned upon the payment of certain fees or transaction costs in Wefunder Advisors’ discretion. In addition, interests will not be registered under the federal or state securities laws and, therefore, will be subject to restrictions on transfer under those laws.

3.5.6 Distributions

Distributions from a WeFund, if any, generally will result from the WeFund’s receipt of the proceeds from the sale, redemption, or liquidation of the securities of the Startup in which the WeFund has invested. When authorized by Wefunder Advisors, in its discretion, distributions generally will be made in cash as available, net of fees and expenses and reasonable reserves for future WeFund expenses, but may be made in-kind at Wefunder Advisors’ discretion. It is not anticipated that distributions will be made until the end of the term of the WeFund. Distributions when declared will be made to investors in proportion to their Capital Account balances and will be subject to performance-based compensation due to Wefunder Advisor. Each WeFund’s LLC Agreement and WeFund-specific Appendix contains detailed information regarding the terms of the performance-based compensation payable to Wefunder Advisors.

3.5.7 Reports

After the end of each fiscal year, you will receive a Schedule K-1 (IRS Form 1065) reporting your share of the items of the WeFund’s income, gain, loss and deduction for that fiscal year.

3.5.8 Term

Each WeFund will terminate after the occurrence of a Liquidity Event so that all or substantially all of the WeFund’s investments are converted to cash or publicly-traded securities, unless otherwise terminated in the sole discretion of Wefunder Advisors. In winding up the WeFund, Wefunder Advisors has sole discretion to determine if and when to liquidate securities, and investors may lose money depending on the decisions made by Wefunder Advisors.

3.6 RISKS ASSOCIATED WITH REG D OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a WeFund. You should also carefully consider the following risks prior to investing in the WeFund:

3.6.1 General

An investment in a WeFund involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a WeFund is not intended as a complete investment program. There can be no assurance that the investment objective of any WeFund will be met. WeFunds invest in early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

3.6.2 No Guarantee of Investment Returns

Neither Wefunder Advisors nor any of its affiliates guarantee the future performance or financial results of any Startup or any WeFund, and an investment in a Startup through a WeFund may result in a gain or loss upon termination or liquidation of your investment.

3.6.3 Limited Financial Information About WeFunds

You will not receive audited financial statements with respect to any WeFund, and you will receive only limited information about each such WeFund and the Startup to which that WeFund relates. You will not receive ongoing information about the value or valuation of the WeFund, the Startup or the securities of the Startup held by the WeFund, and you understand and agree that any such valuation information would in any event be of limited reliability and use.

3.6.4 Privately-Offered Security Risk

Investing in privately offered securities entails a significant degree of risk and, therefore, should be undertaken only by investors capable of evaluating and bearing those risks. Venture company investments, such as those in the Startups, involve a high degree of risk and many or most venture company investments lose money.

3.6.5 Limited Market for Interests in WeFunds and Startup Securities

The interests in WeFunds have not been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction. Therefore, interests in WeFunds cannot be resold, pledged, assigned or otherwise disposed of unless they are so registered or an exemption from registration is available. A limited market exists for the sale of a Startup's securities, and the transferability of those securities is generally restricted. In the event that Wefunder Advisors determines to distribute Startup securities to investors in a WeFund, there may be no market through which the Startup securities may be sold, and even if there were such a market, the transfer of Startup securities may be subject to significant legal and contractual restrictions, including Federal and state securities laws and regulations. Neither Wefunder Advisors nor any of its affiliates, is under any obligation to register interests in a WeFund on your behalf or to assist you in complying with an exemption from registration under the 1933 Act.

In addition, if a distribution of Startup securities to investors in a WeFund is made prior to the existence of a public market for such securities, the securities distributed would not be registered under Federal securities laws or qualified under any state securities law. Any sale would be required to be made in reliance upon exemptions under those laws. Unless a Startup’s securities are registered with the SEC and any required state authorities, or an appropriate exemption from registration is available, if you receive Startup Securities in a distribution from a WeFund, you may be unable to liquidate those securities, even though your personal financial condition may dictate such liquidation. Moreover, the resale of any Startup securities will generally be subject to Section 4(a)(7) of the 1933 Act or Rule 144 of the 1933 Act. If you intend to sell Startup securities distributed to you by a WeFund, you may be required to aggregate your sales with sales made by other investors for some period of time following the distribution, which may restrict your ability to liquidate the Startup securities. Therefore, if you require liquidity in your investment, you should not invest in a WeFund.

3.6.6 Restrictions on Transfer

Interests in WeFunds generally cannot be traded and cannot be redeemed. Your ability to transfer interests in WeFunds is subject to contractual, legal and regulatory restrictions. Your interest in a WeFund can only be transferred with the prior written authorization of Wefunder Advisors, which may be withheld in Wefunder Advisors’ absolute discretion. You may not be able to transfer your interests in a WeFund at the time or at the price you seek to make a transfer of your interests. You typically must hold your interest in a WeFund until a liquidation event has occurred.

3.6.7 No Control Over Management of WeFunds

You will not have any right to manage, influence or control the management or operations of WeFunds. In particular, you will have limited voting rights associated with your interests in a WeFund, but in any event will not have voting powers to direct the management of the Startup. Further, Wefunder Advisors typically will not obtain representation on the board of directors or have any control over the management of any Startup. The success of any WeFund or Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

As investment manager of each WeFund, Wefunder Advisors makes all investment and other decisions for each WeFund, including (without limitation) whether and on what terms to dispose of Startup securities held by a WeFund, whether to exercise any conversion, warrant or similar rights on any Startup securities held by a WeFund, and whether and how to vote on any proxy or other voting matters related to the Startup. Except as required by law, you have no right to remove Wefunder Advisors from its role with respect to a WeFund. You should not invest in a WeFund unless you are willing to entrust all aspects of the management of the WeFund to Wefunder Advisors. Any determination as to whether to distribute securities, or sell the securities and distribute cash, will be made by the Wefunder Advisors, in its sole discretion.

Wefunder Advisors may, in its sole discretion, determine whether to offer follow-on and other related investment opportunities in a Startup to some or all of the investors in a WeFund that previously invested in securities of that Startup, or to investors who did not invest in that prior WeFund.

3.6.8 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup securities by a WeFund may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

3.6.9 Investor Expenses That May Not Be Incurred through Other Offerings and/or Direct Purchases of a Startup Securities

In general, by purchasing interests in WeFunds through the Site, investors will be charged certain fees that they may not have been charged if making such investments without the use of the Site. Each WeFund will allocate to Wefunder Advisors performance-based compensation in the form of an incentive allocation, representing a portion of any investment gains realized by the WeFund. In addition, investors are required to pay administrative expenses of the WeFund, which would not otherwise be incurred by an investor making a direct investment in securities of the Startup. Each WeFund may bear all or part of its own organizational, operating and third party expenses, which may be significant in terms of the size and assets of the WeFund. The expenses and incentive allocation will reduce the amount received by investors in each WeFund, and the incentive allocation could give the Wefunder Advisors an incentive to reject offers to purchase securities held by a WeFund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation.

3.6.10 Expenses Charged to a WeFund

Each WeFund may allocate certain extraordinary fees and expenses under the terms of its governing documents. Such fees and expenses will be allocated among the investors in a WeFund in accordance with terms of the governing documents. Such fees or expenses may reduce, perhaps materially, your return on investment.

3.6.11 Limited Information About Startups

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. Any decision to purchase Startup securities indirectly through a WeFund must be made without certainty of the Startup’s financial and operating data. In the context of other investment decisions, such data might be a necessary part of an investor’s appraisal of the advisability of making an indirect investment in the Startup. Investors considering an investment in a WeFund must be aware that there is a risk that: (i) there are facts or circumstances pertaining to a Startup that the public, the WeFund and you are not aware of, and (ii) publicly available information and information on the Site concerning the Startup upon which you and/or the WeFund rely may prove to be inaccurate, and, as a result, you may suffer a partial or complete loss of the investment.

You should read and understand the risk factors contained in the Startup Information before investing in a WeFund. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in a WeFund. Neither Wefunder Advisors nor any of its affiliates has any ability to assure, and has not in any way assured, that any or all such risk factors, conflicts of interest and other disclosures have been presented fully and fairly, or that all applicable risk factors or conflicts of interests have been presented at all.

3.6.12 No Assurance of Profit Distributions

An investment in interests of a WeFund may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Wefunder Advisor’s control. You will typically not receive distributions, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

3.6.13 Lack of Performance Record

Each WeFund is a newly formed entity with no performance record.

3.6.14 A WeFund Does Not Offer a Complete Investment Program

A WeFund investment is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.

3.6.15 Potential Liability to Return Prior Distributions

Under the Delaware Limited Liability Act, members of a series of a limited liability company such as a WeFund may be liable to return prior distributions made to them by a WeFund in the event that such WeFund becomes insolvent subsequent to the date of such distributions.

3.6.16 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the WeFund does not distribute any income (or does not distribute sufficient income to pay the taxes).

3.6.17 Lack of Regulatory Oversight Regarding Reg D Offerings and Offering Materials

Offering documents provided by Startups engaging in Reg D Offerings are not required to be reviewed by, and are not reviewed by, the SEC or any other federal or state regulatory body. Neither the interests in WeFunds nor the underlying Startup securities in which WeFunds invest have been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction. Wefunder Advisors is an exempt reporting advisers and therefore is not registered as an investment adviser with the SEC or any state or other jurisdiction.

3.7 CONFLICTS OF INTEREST ASSOCIATED WITH REG D OFFERINGS

3.7.1 General

Generally, Wefunder Advisors will manage the WeFund and other funds, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder, Inc. and Wefunder Portal. Each of Wefunder Advisors, Wefunder, Inc., Wefunder Portal and each WeFund are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder Advisors and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a WeFund.

Wefunder Advisors will devote the time reasonably required to manage the WeFund. Wefunder Advisors and its affiliates, members, managers, officers and/or employees may be engaged in other businesses and activities, including exercising investment advisory and management responsibility and buying, selling or otherwise dealing with investments for their own accounts, for the accounts of family members, and for the accounts of other clients, including with respect to some of the types of investments that Wefunder Advisors will purchase or sell on behalf of a WeFund.

Each of these persons may give advice and take action in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to a WeFund. Wefunder Advisors will have no obligation to purchase or sell for a WeFund any investment that Wefunder Advisors or its affiliates, members, managers, officers and/or employees purchase or sell, or recommend for purchase or sale, for its or their own accounts, for the account of any other client. A WeFund will not have any rights of first refusal, co-investment or other rights in respect of the investments made by Wefunder Advisors and its affiliates for other clients, or in any fees, profits or other income earned or otherwise derived from them. If a determination is made that a WeFund and another client of Wefunder Advisors should purchase or sell the same investments at the same time, Wefunder Advisors will allocate these purchases and sales as it considers equitable to each. You will not, by reason of being an investor, have any right to participate in any manner in any profits or income earned or derived by or accruing to Wefunder Advisors or its affiliates from the conduct of any business (other than the WeFund’s business) or from any transaction in investments effected by Wefunder Advisors or any of its affiliates for any account other than that of the WeFund.

3.7.2 Performance-Based Compensation Paid to Wefunder Advisors

Wefunder Advisors will receive a portion of any returns available for distribution to WeFund investors that exceed the initial aggregate investment in the WeFund. If a WeFund sells or otherwise disposes of Startup securities, Wefunder Advisors is entitled to receive compensation measured as a portion of the appreciation or net returns on that investment upon a disposition resulting in a distribution of assets to WeFund investors. This incentive allocation could give Wefunder Advisors an incentive to reject offers to purchase securities held by a WeFund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation. Before you submit a Subscription Agreement for a WeFund, you will receive information regarding the specific terms of the compensation payable to Wefunder Advisors with respect to the WeFund.

The investment returns experienced by investors in WeFunds will be reduced by any performance-based compensation paid to Wefunder Advisors, which may have a material effect on such returns. Members that are invited by a Startup or its Founders to invest directly in the Startup on similar terms as a WeFund will not pay any compensation to Wefunder Advisors, and are likely to experience better investment returns as a result.

3.8 EMPLOYEE BENEFIT PLAN CONSIDERATIONS

Individual retirement accounts ("IRAs") are "benefit plan investors," as that term is defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and are permitted to invest in the WeFund. However, it is not expected that the assets of a WeFund will be treated as "plan assets" of such benefit plan investors for purposes of the fiduciary responsibility standards and prohibited transaction restrictions of ERISA and the parallel prohibited transaction excise tax provisions of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"). Each WeFund will limit investments by IRAs and other benefit plan investors so that such investments constitute less than 25% of the value of WeFund’s assets.

3.9 TAX CONSIDERATIONS

3.9.1 Partnership Taxation

Wefunder Advisors intends that a WeFund will be classified for federal income tax purposes as a partnership that is not a "publicly traded partnership" treated as a corporation. As a partnership, the WeFund will not be subject to U.S. federal income tax, but you will be required to take into account your distributive share of items of WeFund income, gain, loss and deduction substantially as though you had directly realized such items.

It is not anticipated that any WeFund will provide tax distributions to its investors.

If you are a tax-exempt entity, such as an individual retirement account, generally you will not be subject to U.S. federal income tax on your distributive share of items of income or on gains you recognizes on the sale, exchange or redemption of your interest, unless such items of income or such gain constitute unrelated business taxable income ("UBTI") for you under the Code. A tax-exempt investor of a WeFund may have UBTI if the WeFund engages in borrowing or if that investor incurs debt to acquire its interest. The WeFund will not borrow for investment purposes; accordingly, Wefunder Advisors does not anticipate that a tax-exempt investor will have UBTI from debt-financed property as a result of its investment in a WeFund unless that investor incurs debt to acquire its interest. Tax-exempt investors should consult their tax advisers about the tax consequences of an investment in a WeFund.

3.9.2 Taxation of Non-United States Investors

The following considerations apply to any investor who is not a United States person as defined in the Code (a "Non-US Investor"). Non-US Investors are allowed to invest in the WeFund only with the permission of Wefunder Advisors.

In general, a non-US Investor’s allocable share of US-source dividends and certain other types of passive income earned by the WeFund will be subject to US federal withholding tax at a rate of 30% or such lower rate as may be provided under an applicable tax treaty.

A non-US Investor that is not otherwise subject to US taxing jurisdiction will not be subject to US federal income tax on its allocable share of gains of the WeFund so long as the WeFund is not engaged in a trade or business within the United States. The WeFund does not anticipate that its investment activities will cause it to be treated as being engaged in the conduct of a trade or business in the United States. If the WeFund were considered to be engaged in a U.S. trade or business, a non-US Investor would be required to file a U.S. federal income tax return and pay tax on its allocable share of the WeFund’s income that was treated as effectively connected with that U.S. trade or business. In the case of a non-US Investor that is a foreign corporation, an additional 30% branch profits tax might be imposed. In addition, in such event the WeFund would be required to withhold taxes from the income or gain allocable to such non-U.S. Investor. Any amounts so withheld would reduce amounts otherwise distributable to such non-U.S. Investor.

Special rules may apply to a non-US Investor that (1) has an office or other fixed place of business in the United States to which such gain is attributable, (2) is a former citizen or resident of the United States, a controlled foreign corporation, a foreign insurance company that holds interests in connection with its US business, a passive foreign investment company, or a corporation that accumulates earnings to avoid U.S. federal income tax, or (3) is present in the United States for 183 days or more during a taxable year. These persons in particular are urged to consult their U.S. tax advisers before investing in the WeFund.

Non-US Investors may need to provide additional certifications to avoid a 30% U.S. withholding tax that applies to US-source dividends and certain other types of passive income starting after June 30 2014 and to gross proceeds from the sale after Decmeber 31 2018 of assets producing US-source dividends and interest under recent legislation commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA."

YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING INTERESTS IN A WE FUND.

4 AGREEMENTS WITH RESPECT TO REG CROWDFUNDING OFFERINGS

4.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that, while Wefunder Portal will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, and/or your prior participation in Reg CF Offerings in the prior 12 months when determining whether to permit you to participate in a particular Reg CF Offering.
• You acknowledge that you are limited in the amount you may invest in offerings under Reg CF over any 12 month period and that, even though Wefunder Portal will ask you about these investment amounts and store data regarding such amounts on the Site, you alone are responsible for complying with all investment limitations applicable to all such Offerings, both through the Site and not through the Site;
• You understand that any investment you make in a Reg CF Offering on the Site will be in a security of the particular Startup ("Startup Securities") or securities of an SPV that subsequently purchases Startup Securities, and that neither Wefunder Portal nor any of its affiliates will determine the Offering Terms or be involved in the management of the Startup
• You represent that you have or you will review the educational materials provided to you on the Wefunder Portal portion of the Site prior to making each investment in a Reg CF Offering.

4.2 INVESTOR REPRESENTATIONS

You represent and warrant to Wefunder Portal (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Wefunder Portal or any Third Party Funding Portal (as applicable) in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect (including with respect to other investments made by you under Reg CF in the prior 12 months), then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Wefunder Portal, any Third Party Funding Portal (if applicable) and their principals, affiliates, and other parties may rely, on the information you have provided to Wefunder Portal or any Third Party Funding Portal in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

4.3 CHOOSING AND MAKING INVESTMENTS

4.3.1 Services of Wefunder Portal with Respect to Reg CF Offerings

Wefunder Portal operates the portions of the Site that present Reg CF Offerings by Startups. Members are not clients of Wefunder Portal or any Third Party Funding Portal. Although Wefunder Portal evaluates potential Startups and determines which Startups will be able to engage in Reg CF Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and Wefunder Portal.

For all Startups listed on the Wefunder Portal Site, Wefunder Portal performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether Wefunder Portal has a reasonable basis for believing that the Startup complies with Reg CF). The information reviewed includes all information in the Startup’s profile and in its Form C. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Wefunder Portal nor its affiliates performs any separate due diligence on the Startups. Some of the Startups listed on the Wefunder Portal Site may have been considered for, but not listed by a Third Party Funding Portal.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Wefunder Portal.

You also acknowledge that none of Wefunder Portal, any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Wefunder Portal, any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither Wefunder Portal nor any Third Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

4.3.2 Investments in Reg CF Offerings through Startup Securities

In Reg CF Offerings, Wefunder Portal provides Startups an opportunity to raise funds by allowing Members to invest either (i) directly in Startups seeking capital or (ii) in SPVs (as defined below) which in turn invest in startups (as further described in Section 7 below), from both accredited and non-accredited investors. Startups seeking to raise money through Reg CF are limited to raising a maximum of $5 million through Reg CF Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 4.3.8 – "Investor Eligibility Requirements."

Members participating in Reg CF Offerings (or SPVs through which Members invest, as applicable) will invest in Startup Securities, which will be debt, equity, or convertible securities issued by the Startup. The terms of the Startup Securities purchased in Reg CF Offerings will vary depending on the type of security offered by a Startup. Investors should carefully consider the terms of the Startup Securities in which they invest (directly or via an SPV) and read the educational materials available on the Site about each type of security.

The terms of your investment will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup (or the SPV, as applicable). The Startup may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, 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 Startup and other Startups raising funds through Wefunder Portal. 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 Startup may not be processed. To the extent the number of investors in a Startup is capped by the Startup, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.

Your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular Reg CF Offering by the deadline set forth in the Startup Information ("Target Deadline") provided on the Site. Funds designated for investment in a Startup will not be invested in the Startup 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. If the Funding Target is reached prior to the Target Deadline and the Startup desires to move the Target Deadline up, Wefunder Portal or a Third Party Funding Portal (if applicable) will provide you with at least five business days’ notice of such change. Otherwise, Wefunder Portal or a Third Party Funding Portal (if applicable) will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Startup may also decide to accept investments that exceed the Funding Target. In this case, the Startup 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 Wefunder Portal or a Third Party Funding Portal (if applicable) when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed.

You may revoke your investment in a Startup during the Fundraising by providing notice to Wefunder Portal or a or a Third Party Funding Portal (if applicable) as provided on the Site. You may also revoke your investment at any time up until 48 hours before the Target Deadline. After that, your investment in the Startup can be processed. None of Wefunder Portal, any Third Party Funding Portal or any of their affiliates will take physical custody of your funds.

You acknowledge that, in Reg CF Offerings, if the Funding Target is not reached, your funds will be returned to you without interest.

4.3.3 Limitation on Subscriptions

You acknowledge that no Startup 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 Site 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 Startup.

4.3.4 Aggregate Subscriptions

With respect to any Reg CF Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in any 12 month period under Reg CF, as discussed further below in Section 4.3.8.

4.3.5 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Wefunder Portal, any Third Party Funding Portal and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder Portal, any Third Party Funding Portal, and any of their affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or other third party or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Wefunder Portal, a Third Party Funding Portal or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder Portal, any Third Party Funding Portal or any of their affiliates. You acknowledge that none of Wefunder Portal, any Third Party Funding Portal, their affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

4.3.6 Fees Charged in Respect of Reg CF Offerings

Wefunder Portal will charge a fee to each Member who invests in a Reg CF Offerings, which will be a percentage of the amount the Member invested at the time each Reg CF Offering closes.

4.3.7 Subscribing for Startup Securities

The Startup Securities offered to Members (directly or via an SPV) in Reg CF Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Startups will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $100 at a minimum.

4.3.8 Investor Eligibility Requirements

In accordance with Reg CF’s requirements, you are not permitted to invest more than a certain amount in offerings made under Reg CF (including those not made through the Site) 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 $107,000, you may only invest a maximum amount equal to the greater of $2,200 or 5 percent of the greater of your annual income or your net worth. If both your annual income and net worth are equal to more than $107,000, you may only invest a maximum amount equal to 10 percent of the greater of your annual income or net worth, but you may not invest more than $107,000 through all Reg CF offerings.

Further, you understand and agree that Wefunder Portal is permitted under Reg CF to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Reg CF Offering.

4.3.9 Investor Contract Amendments

You hereby consent to the following actions being taken by Wefunder Portal with respect to your investment contract with the Company and/or an SPV and you agree that the following language shall be treated as incorporated into the investment contract:

A. Wefunder Portal may unilaterally amend the terms of your investment contract, provided that the amended terms (“Amended Terms”) are strictly more favorable to you than the original terms.

B. In connection with such an amendment, if the Startup is conducting an offering by issuing its securities to two or more SPVs and the SPV being issued Startup Securities featuring the Amended Terms is different than the SPV through which you originally invested, Wefunder Portal may amend your investment contract such that the counterparty to the investment contract is the SPV being issued Startup Securities featuring the Amended Terms;

C. Wefunder Portal may reduce the amount of your investment in a SPV associated with a Startup or the Startup itself if the reason for the reduction is that the Startup’s offering is oversubscribed; and

D. If the Company’s offering is oversubscribed and you are an “accredited investor” (as defined in Regulation D under the 1933 Act), Wefunder Portal may allocate your investment to an offering conducted concurrently using Reg D, provided that there is no change in the price or terms of your investment contract except that (i) different restrictions on the resale of securities may apply under the 1933 Act and (ii) Wefunder may decide to charge lower or no fees on any such investments.

4.4 RISKS ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:

4.4.1 General

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Startup is not intended as a complete investment program. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

4.4.2 No Guarantee of Investment Returns

None of Wefunder Portal, any Third Party Funding Portal, or any of their affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

4.4.3 Restrictions on Resale or Transfer

The Startup Securities are issued 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. Startup Securities purchased through the Site in Reg CF Offerings 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 Startup 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 Startup Securities with the SEC; (4) to a family member of the Member, or to a trust of the Member or one of its family members; or (5) in connection with the Member’s death or divorce.

However, even if you are able to sell or transfer your Startup Securities, there is a limited market for the sale of a Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Startup.

4.4.4 No Control Over Management of the Startups

You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

4.4.5 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

4.4.6 Limited Information About Startups

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Form C, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.

4.4.7 No Assurance of Profit

An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Wefunder Portal’s control. You will typically not receive returns, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

4.4.8 Direct Investment in Startups in Reg CF Offerings

In Reg CF Offerings, Members will invest in the securities of Startups either directly or via a SPV. The Startup will not be managed by Wefunder Portal or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg CF Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.

4.4.9 Lack of Regulatory Oversight of Reg CF Offerings and Offering Materials

Wefunder Portal and the Third Party Funding Portals are registered as funding portals with the SEC and are members of the Financial Industry Regulatory Authority ("FINRA"). As such, Wefunder Portal and Third Party Funding Portals must submit certain information and materials to FINRA and the SEC and are subject to examination by FINRA and the SEC. In addition, Startups must file with the SEC a disclosure document called a Form C and updates and amendments to the Form C. However, 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, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

4.4.10 Review of Reg CF Offering Documents by SEC and Wefunder Portal and/or a Third Party Funding Portal No Indicator of Likely Success of Startup or Guarantee of Investment Returns

Under Reg CF, a Startup must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, Wefunder Portal will perform a limited review of Startups, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit a Startup to engage in Reg CF Offerings on the Site. However, none of the SEC, Wefunder Portal or any Third Party Funding Portal (if applicable) will be reviewing any Startup’s Form C or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Startup’s Form C by the SEC under Reg CF does not indicate the SEC’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.

4.4.11 An Investment in a Startup Does Not Offer a Complete Investment Program

An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

4.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

4.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.

Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.

4.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG CF OFFERINGS

4.5.1 General

Wefunder Portal will facilitate Reg CF Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder Advisors, Wefunder, Inc., and Wefunder EU. Each of Wefunder Portal, Wefunder Advisors, Wefunder Inc., and Wefunder EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder Portal and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Startup.

5. AGREEMENTS WITH RESPECT TO REG A+ OFFERINGS

5.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that, while Wefunder Inc. and its affiliates will verify such information to the extent such verification is required under applicable law, they may rely on the truthfulness of your representations regarding your income and net worth when determining whether to permit you to participate in a particular Reg A+ Offering.
• You understand that any investment you make in a Reg A+ Offering on the Site will be made directly in Startup Securities, and that neither Wefunder Inc. nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Startup.

5.2 INVESTOR REPRESENTATIONS

You represent and warrant to Wefunder that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Wefunder and its affiliates in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Wefunder, Startups, and their principals, affiliates, and other parties may rely, on the information you have provided to Wefunder in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

5.3 CHOOSING AND MAKING INVESTMENTS

5.3.1 Services of Wefunder with Respect to Reg A+ Offerings

Wefunder operates the portions of the Site that present Reg A+ Offerings by Startups. Members are not clients of Wefunder. Although Wefunder evaluates potential Startups and determines which Startups will be able to engage in Reg A+ Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and Wefunder or any of its affiliates.

For all Startups available for investment through Reg A+ Offerings, Wefunder performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site. The information reviewed includes information regarding a Startup’s Founders, business plan, its current and anticipated resources, and, on a high level, its Offering Circular. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Wefunder does not perform any separate due diligence on the Startups, and the Startups are solely responsible with providing Members, in the Startup Information, with all material information regarding the Startup and to update the Startup Information with respect to any material changes to the information contained therein.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Wefunder.

You also acknowledge that none of Wefunder or its affiliates advises Members on the merits of a particular investment or transaction or provide legal, tax, or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Wefunder or its affiliates to buy or sell any securities or other financial instruments. Wefunder does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

5.3.2 Investments in Reg A+ Offerings through Startup Securities

In Reg A+ Offerings, Wefunder provides Startups an opportunity to raise funds by allowing Members to invest directly in Startups seeking capital from both accredited and non-accredited investors. Startups seeking to raise money through Reg A+ will either choose to engage in a "Tier 1 Reg A+ Offering" or a "Tier 2 Reg A+ Offering." Startups engaging in Tier 1 Reg A+ Offerings are limited to raising a maximum of $20 million through Reg A+ Offerings in a single 12 month period. Startups engaging in Tier 2 Reg A+ Offerings are limited to raising a maximum of $75 million through Reg A+ Offerings in a single 12 month period, and are subject to certain investment limitations for non-accredited investors, as described below in Section 5.3.8 – "Investor Eligibility Requirements." Startups engaging in Reg A+ Offerings must have their Offering Circular (which will be included in the Startup Information) qualified by the SEC prior to closing a Startup Securities offering.

Members participating in Reg A+ Offerings will invest in Startup Securities. While Startup Securities purchased in Reg A+ Offerings may earn a set interest rate, they are not expected to have any required regular payment obligations by the Startup or any specified maturity date. Members are expected to achieve a return on their investment (if any) upon conversion of the Startup Securities to another type of instrument during a Liquidity Event, at which time Members will receive funds (if applicable) in exchange for their Startup Securities.

Other than requiring that Startups engaged in Reg A+ Offerings use this basic structure, the terms of Members’ investment in Startups will generally not be negotiable. The terms of your investment in the Startup will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup, pursuant to which you will make certain representations to the Startup. Wefunder or the Startup may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank account into a bank account maintained either by the Startup itself or by a Third Party Service Provider. You agree to comply with the terms of the investment contract and 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 Startup may not be processed. If your investment is rejected, your funds will be returned to you without interest.

It is possible that your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular Reg A+ Offering, either in the aggregate or through the Site, during the Fundraising. The Funding Target (if any) will be established by agreement between Wefunder and the Startup raising funds on the Site. In such cases, funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest. Wefunder may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Startup to determine whether, and for how long, the Fundraising will remain open. Wefunder may also enter into an agreement with a Startup to close a Fundraising once a Maximum Amount has been raised in the Fundraising, either through the Site or in the aggregate, including investments not presented on the Site, or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by Wefunder and/or the Startup in its sole discretion. You will receive notice from Wefunder when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your investment contract. Upon closing, each investor who becomes an investor in a Startup will be deemed to have again entered into the investment contract, including (without limitation) to have agreed to each representation therein.

You may revoke your subscription for Startup Securities during the Fundraising by providing notice to Wefunder as provided on the Site. After you have received notice that a Fundraising has closed, at the discretion of Wefunder or the Startup, your investment in the Startup will be processed. Neither Wefunder nor any affiliate of Wefunder will take physical custody of your funds.

You acknowledge that, in Reg A+ Offerings that have required Funding Targets, if the Funding Target is not reached, your funds will be returned to you without interest.

5.3.3 Limitation on Subscriptions

You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on your investment contract may be accepted, or your subscription 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 Startup.

5.3.4 Aggregate Subscriptions

With respect to any Tier 2 Reg A+ Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in a single Reg A+ Offering under Regulation A, as discussed further below in Section 5.3.8.

5.3.5 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the investment contract limit the liability of Wefunder and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder, and any of its affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Wefunder or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder or any of its affiliates. You acknowledge that none of Wefunder, its affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

5.3.6 Fees Charged in Respect of Reg A+ Offerings

Wefunder will not charge a fee to Members who invest in a Reg A+ Offerings. It is possible that each Startup that participates in a Reg A+ Offering may charge fees to Members, and such fees will be disclosed in the Startup Information provided on the Site. Wefunder Inc. may require Startups that engage in Reg A+ Offerings to reimburse Wefunder Inc. for costs associated with an offering.

5.3.7 Subscribing for Startup Securities

Startups will generally set a minimum subscription amount for investment for each Fundraising.

5.3.8 Investor Eligibility Requirements

In accordance with Regulation A’s requirements, if you are not an "accredited investor," you are not able to invest more than either 10 percent of your annual income or 10 percent of your net worth, depending on which amount is greater, in a Tier 2 Reg A+ Offering. If you are an entity, you will not be able to invest more than either 10 percent of your revenue or 10 percent of your net assets, depending on which amount is greater. You acknowledge and understand that Wefunder and its affiliates are permitted under Regulation A to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Tier 2 Reg A+ Offering. Any investor can invest any amount in a Tier 1 Reg A+ Offering.

5.4 RISKS ASSOCIATED WITH REG A+ OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:

5.4.1 General

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Startup is not intended as a complete investment program. There can be no assurance that the investment objective of any Startup will be met. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

5.4.2 No Guarantee of Investment Returns

None of Wefunder or any of its affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

5.4.3 Restrictions on Resale or Transfer

Securities sold in Reg A+ Offerings are not "restricted securities" under the Securities Act, and are freely tradeable, subject to certain restrictions:

• With respect to a Startup’s initial Reg A+ Offering (whether or not it was presented on the Site), and any additional Reg A+ Offerings of such Startup during the first 12 months thereafter, the aggregate sales by holders of Startup Securities (including affiliates of the Startup) in respect of any Reg A+ Offering of such Startup may not exceed 30 percent of the aggregate offering price of the particular Reg A+ Offering.
• After the expiration of the 12 month period referred to above, affiliates of such Startup (but not other selling Startup Security holders) will be limited to selling no more than $6 million over any 12-month period in respect of a Tier 1 Reg A+ Offering and no more than $15 million over any 12-month period in respect of a Tier 2 Reg A+ Offering.

These restrictions may limit your ability to liquidate Startup Securities. Therefore, if you require liquidity in your investment, you should not invest in Startup Securities.

5.4.5 No Control Over Management of the Startups

You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the discussion of voting in the applicable Offering Circular. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

5.4.6 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

5.4.7 Limited Information About Startups

Due to the nature of Startups, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Offering Circular, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.

5.4.8 No Assurance of Profit.

An investment in Startup Securities may not generate profits for you. You must bear the economic risk of an investment for an indefinite period of time if you are not able to sell your Securities.

5.4.9 Lack of Involvement of Wefunder in Reg A+ Offerings

In Reg A+ Offerings, Members will invest directly in the securities of Startups. The Startup will not be managed by Wefunder or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg A+ Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup. Once an investment in a Startup through a Reg A+ Offering is closed, Wefunder’s involvement will terminate, and the relationship will exist solely between the Members and the Startup.

5.4.10 Lack of Regulatory Oversight of Reg A+ Offerings and Offering Materials

Startups must file their Offering Circulars with the SEC, which must be qualified by the SEC before Startups may close on their Reg A+ Offering. However, the regulatory regime surrounding Regulation A is not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

5.4.11 Review of Reg A+ Offering Documents by Wefunder and Qualification by the SEC No Indicator of Likely Success of Startup or Guarantee of Investment Returns

Under Regulation A, certain offering materials are required to be submitted to, and qualified by, the SEC and provided to prospective investors, including the Offering Circular. As noted above, Wefunder will perform a limited review of Startups, including the information proposed to be provided to potential investors, to determine whether to permit a Startup to engage in Reg A+ Offerings on the Site. However, neither the SEC nor Wefunder will be reviewing any Startup’s Offering Circular or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review and approval of a Startup’s Offering Circular by the SEC under Regulation A does not indicate the SEC’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.

5.4.12 An Investment in a Startup Does Not Offer a Complete Investment Program

An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.

5.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

5.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.

Because investors in Reg A+ Offerings invest directly in a Startup, the terms of the investment and other specific information about the Startup will be disclosed to you only by the Startup in the Startup Information, including in the Offering Circular. The Startup will disclose in the Offering Circular and other documents included in the Startup Information the particular risks associated with an investment in the Startup, but Wefunder does not review the Offering Circular or the Startup Information to ensure that any or all risks associated with the Startup’s particular management or terms of the offering are disclosed. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.

5.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG A+ OFFERINGS

5.5.1 General

Generally, Wefunder Inc. will present on the Site the Reg A+ Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder Advisors, Wefunder Portal, and Wefunder EU. Each of Wefunder Inc., Wefunder Advisors, Wefunder Portal, and Wefunder EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Startup.

6 AGREEMENTS WITH RESPECT TO ECSP OFFERINGS

6.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that, while Wefunder EU will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, investment experience, and other information provided in response to your “entry knowledge test and simulation of the ability to bear loss” (the “Knowledge Quiz”).
• You understand that any investment you make in a ECSP Offering on the Site will be in Startup Securities or securities of an SPV that subsequently purchases Startup Securities, and that neither Wefunder EU nor any of its affiliates will determine the Offering Terms or be involved in the management of the Startup.
• You represent that you have or you will review the educational materials provided to you on the Site and complete the entry knowledge test and simulation of the ability to bear loss prior to making each investment in a ECSP Offering.

6.2 INVESTOR REPRESENTATIONS

You represent and warrant to Wefunder EU (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Certification page and the Knowledge Quiz are correct and complete and may be relied upon by Wefunder EU or any Third Party Funding Portal (as applicable) in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification or Knowledge Quiz to become untrue or misleading in any material respect, then prior to investing in Startups through the Site you will complete a new Investor Certification and Knowledge Quiz to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Wefunder EU, any Third Party Funding Portal (if applicable) and its principals, affiliates, and other parties may rely, on the information you have provided to Wefunder EU or any Third Party Funding Portal in your Investor Certification and Knowledge Quiz to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

6.3 CHOOSING AND MAKING INVESTMENTS

6.3.1 Services of Wefunder EU with Respect to ECSP Offerings

Wefunder EU operates the portions of the Site that present ECSP Offerings by Startups. Members are not clients of Wefunder EU or any Third Party Funding Portal. Although Wefunder EU evaluates potential Startups and determines which Startups will be able to engage in ECSP Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and Wefunder EU.

For all Startups listed on the Wefunder EU Site, Wefunder EU performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether Wefunder EU has a reasonable basis for believing that the Startup complies with ECSP). The information reviewed includes all information in the Startup’s profile and in its Form C. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Wefunder EU nor its affiliates performs any separate due diligence on the Startups. Some of the Startups listed on the Wefunder EU Site may have been considered for, but not listed by a Third Party Funding Portal.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Wefunder EU.

You also acknowledge that none of Wefunder EU, any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal, tax, or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Wefunder EU, any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither Wefunder EU nor any Third Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

6.3.2 Investments in ECSP Offerings through Startup Securities

In ECSP Offerings, Wefunder EU provides Startups an opportunity to raise funds by allowing Members to invest either (i) directly in Startups seeking capital or (ii) in SPVs (as defined below) which in turn invest in startups (as further described in Section 8 below), from both sophisticated and non-sophisticated investors. Startups seeking to raise money through ECSP are limited to raising a maximum of €5 million through ECSP Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 6.3.8 – "Investor Eligibility Requirements."

Members participating in ECSP Offerings (or SPVs through which Members invest, as applicable) will invest in Startup Securities, which will be debt, equity, or convertible securities issued by the Startup. The terms of the Startup Securities purchased in ECSP Offerings will vary depending on the type of security offered by a Startup. Investors should carefully consider the terms of the Startup Securities in which they invest (directly or via an SPV) and read the educational materials available on the Site about each type of security.

The terms of your investment will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup (or the SPV, as applicable). The Startup may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a payment service provider for the benefit of the Startup and other Startups raising funds through Wefunder EU. 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 Startup may not be processed. To the extent the number of investors in a Startup is capped by the Startup, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.

If you are residing in the European Union, all payments made to Wefunder are processed by Stripe and/or Vitesse, depending on the method you choose for transferring funds to Wefunder. Stripe processes certain types of payments and transmits those funds into an account maintained by Vitesse. Vitesse acts as a payment services provider between you and the company in which you decide to invest and was selected by Wefunder in order to segregate in an escrow (held by Vitesse PSP Derdengelden Stichting, a party related to Vitesse PSP B.V.) the investor funds. Stripe and Vitesse conform to the highest level of security. Vitesse is authorized by the Dutch Central Bank as a payment institution and Stripe is authorized by the Central Bank of Ireland as an E-money institution.

Your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular ECSP Offering by the deadline set forth in the Startup Information ("Target Deadline") provided on the Site. Funds designated for investment in a Startup will not be invested in the Startup 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. If the Funding Target is reached prior to the Target Deadline and the Startup desires to move the Target Deadline up, Wefunder EU or a Third Party Funding Portal (if applicable) will provide you with prior notice of such change. Otherwise, Wefunder EU or a Third Party Funding Portal (if applicable) will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Startup may also decide to accept investments that exceed the Funding Target. In this case, the Startup 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 Wefunder EU or a Third Party Funding Portal (if applicable) when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed.

You may revoke your investment in a Startup during the Fundraising by providing notice to Wefunder EU or a or a Third Party Funding Portal (if applicable) as provided on the Site. You may also revoke your investment at any time up until the later of (i) 48 hours before the Target Deadline or (ii) four calendar days after your investment was made. After that, your investment in the Startup can be processed. None of Wefunder EU, any Third Party Funding Portal or any of their affiliates will take physical custody of your funds.

You acknowledge that, in ECSP Offerings, if the Funding Target is not reached, your funds will be returned to you without interest.

6.3.3 Limitation on Subscriptions

You acknowledge that no Startup 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 Site 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 Startup.

6.3.5 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Wefunder EU, any Third Party Funding Portal and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder EU, any Third Party Funding Portal, and any of their affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or other third party or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Wefunder EU, a Third Party Funding Portal or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder EU, any Third Party Funding Portal or any of their affiliates. You acknowledge that none of Wefunder EU, any Third Party Funding Portal, their affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

6.3.6 Fees Charged in Respect of ECSP Offerings

Wefunder EU will charge a fee to each Member who invests in a ECSP Offerings, which will be a percentage of the amount the Member invested at the time each ECSP Offering closes. Wefunder EU will also charge carried interest on ECSP Offerings, meaning Wefunder EU will be entitled to receive a portion of the profits earned by Members in a ECSP Offering (if any). Such fees and carried interest may be shared with third parties in Wefunder EU’s sole discretion. The fees applicable to a given ECSP Offering are listed in the KIIS for that offering.

6.3.7 Subscribing for Startup Securities

The Startup Securities offered to Members (directly or via an SPV) in ECSP Offerings will not be subject to a prospectus and will not be registered under the securities laws of any country. Startups will generally set a minimum subscription amount for investment for each Fundraising, which will generally be €100 at a minimum.

6.3.8 Investor Eligibility Requirements

In accordance with ECSP’s requirements, you must take the Knowledge Quiz prior to making an investment under ECSP and you must ensure you have read and understood the risk warnings in Section 6.4 below (the “Risk Warning”). We advise you against investing an amount that exceeds the higher of either €1 000 or 5% of your net worth. Should you decide to do so, you acknowledge and agree that you have read and understood the Risk Warning, you understand the investment and its risks, and you provide your explicit consent to continue with the investment.

6.3.9 Investor Contract Amendments

You hereby consent to the following actions being taken by Wefunder EU with respect to your investment contract with the Company and/or an SPV and you agree that the following language shall be treated as incorporated into the investment contract:

A. Wefunder EU may unilaterally amend the terms of your investment contract, provided that the amended terms (“Amended Terms”) are strictly more favorable to you than the original terms.

B. In connection with such an amendment, if the Startup is conducting an offering by issuing its securities to two or more SPVs and the SPV being issued Startup Securities featuring the Amended Terms is different than the SPV through which you originally invested, Wefunder EU may amend your investment contract such that the counterparty to the investment contract is the SPV being issued Startup Securities featuring the Amended Terms;

C. Wefunder EU may reduce the amount of your investment in a SPV associated with a Startup or the Startup itself if the reason for the reduction is that the Startup’s offering is oversubscribed

6.4 RISKS ASSOCIATED WITH ECSP OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:

6.4.1 General

Investment in a crowdfunding project entails risks, including the risk of partial or entire loss of the money invested. Your investment is not covered by the deposit guarantee schemes established in accordance with Directive 2014/49/EU of the European Parliament and of the Council or the investor compensation schemes established in accordance with Directive 97/9/EC of the European Parliament and of the Council.

An investment in a Startup 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 meet the conditions for eligibility set forth in this Agreement.

Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. You may not receive any return on your investment. Investment in a Startup is not a savings product and is not intended as a complete investment program. We advise you not to invest more than 10 % of your net worth in crowdfunding projects.

After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value. You may not be able to sell the investment instruments when you wish. If you are able to sell them, you may nonetheless incur losses.

6.4.2 No Guarantee of Investment Returns

None of Wefunder EU, any Third Party Funding Portal, or any of their affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

6.4.3 Restrictions on Resale or Transfer

The Startup Securities are issued in a transaction exempt from the prospectus requirement and exempt from registration under applicable securities, and are not registered thereunder or under any other law of any state or jurisdiction. Startup Securities purchased through the Site in ECSP Offerings may carry limitations or prohibitions on their sale or transfer.

Even if you are able to sell or transfer your Startup Securities, there is a limited market for the sale of a Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Startup.

6.4.4 No Control Over Management of the Startups

You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

6.4.5 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

6.4.6 Limited Information About Startups

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the KIIS, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.

6.4.7 No Assurance of Profit

An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Wefunder EU’s control. You will typically not receive returns, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

6.4.8 Direct Investment in Startups in ECSP Offerings

In ECSP Offerings, Members will invest in the securities of Startups either directly or via a SPV. The Startup will not be managed by Wefunder EU or any of its affiliates in any respect. The terms of any investment in a Startup effected through a ECSP Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.

6.4.9 Lack of Regulatory Oversight of ECSP Offerings and Offering Materials

Wefunder EU is registered as a Crowdfunding Service Provider with the Netherlands Authority for the Financial Markets (“AFM”). As such, Wefunder EU must submit certain information and materials to AFM and is subject to examination by AFM. In addition, Startups must post a disclosure document called a KIIS and updates and amendments to the KIIS. However, the crowdfunding regulatory regime and the KIIS are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings of securities under the Markets in Financial Instruments Directive (“MiFID”) or local public offering regulations, and, as a result, you may not receive the same level of disclosure and oversight that is available in those offerings.

6.4.10 Review of ECSP Offering Documents by Wefunder EU and/or a Third Party Funding Portal No Indicator of Likely Success of Startup or Guarantee of Investment Returns

Under ECSP, a Startup must post a KIIS disclosure document on the Site and provide the disclosure to prospective investors. As noted above, Wefunder EU will perform a limited review of Startups, including the information proposed to be provided in the KIIS and to potential investors, to determine whether to permit a Startup to engage in ECSP Offerings on the Site. However, Wefunder EU will not be reviewing any Startup’s KIIS or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Startup’s KIIS by Wefunder EU and/or AFM (if any) under ECSP does not indicate Wefunder EU’s or AFM’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.

6.4.11 An Investment in a Startup Does Not Offer a Complete Investment Program

An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

6.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

6.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.

Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.

6.5 CONFLICTS OF INTEREST ASSOCIATED WITH ECSP OFFERINGS

6.5.1 General

Wefunder EU will facilitate ECSP Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder Advisors, Wefunder, Inc., and Wefunder Portal. Each of Wefunder EU, Wefunder Advisors, Wefunder Inc., and Wefunder EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder EU and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Startup.

7. Agreements with respect to offerings with a Custodian

7.1 Beneficial Ownership of Securities

XX Investments, LLC, a Delaware limited liability company, or any successor custodian selected by Wefunder in its sole discretion, will serve as custodian ("Custodian") for the Startup Securities purchased and sold on the Portal pursuant to a Custodial and Voting Agreement ("Custodian Agreement"). Investor acknowledges that Investor’s purchase of Startup Securities will serve as a direction to the issuer of the Startup Securities ("Issuer") to issue the legal interest in the Startup Securities to Custodian, in Custodian’s capacity as a securities intermediary. Investor acknowledges and agrees that, for any Startup Securities purchased or sold on the Portal by Investor, the Custodian will be the sole holder of legal title to and be the sole record holder of such Startup Securities and Investor will have beneficial ownership of such Startup Securities. The books and records of the Issuer will show the Custodian as the sole legal and record owner of the Startup Securities. The sole dispositive record of the Investor’s beneficial ownership of the Startup Securities will be on the books and records of the Custodian, acting as transfer agent to the Issuer, or any successor transfer agent ("Transfer Agent").

7.2 Exercise of Voting Rights

Investor acknowledges and agrees that the lead investor(s) identified and appointed by the Startup and approved by Wefunder Inc. (the “Lead Investor”) will exercise all voting rights with respect to the Startup Securities and will take any actions in connection with such voting rights on behalf of the Investor, in accordance with the Custodian Lead Investor Power of Attorney (as defined below).

7.3 Lead Investor Agreement with Startup, XX Investments, LLC, and Wefunder Inc.

Investor acknowledges and understands that the Startup has entered into an agreement with the Lead Investor, XX Investments, LLC, and Wefunder Inc. (the “Lead Investor Agreement”), pursuant to which the Startup has the power to appoint the Lead Investor as Lead Investor, subject to the approval of XX Investments LLC and Wefunder Inc., and XX Investments LLC and Wefunder Inc has the power to remove the Lead Investor, as specified in that agreement. In addition, pursuant to the Lead Investor Agreement, the Lead Investor has the ability to resign as Lead Investor at any time upon at least 30 days prior written notice to the Startup, XX Investment LLC, and Wefunder Inc., or such shorter period as may be agreed to by the parties.

7.4 Lead Investor Power of Attorney

The Investor, by executing this Agreement, hereby appoints Lead Investor, with full power of substitution, as the Investor’s true and lawful representative and attorney-in-fact, and agent of the Investor, with full power and authority to make voting decisions on Startup Securities beneficially owned by the Investor and take any related actions (including, but not limited to, signing documentation). To the maximum extent permitted by law, this power of attorney (“Custodian Lead Investor Power of Attorney”) is coupled with an interest, will be irrevocable except as provided below and will survive, and will not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor. In the event that the Lead Investor is replaced by a successor Lead Investor, the Startup will provide investors with notice of the replacement, including information about the successor Lead Investor. In such an event, Investor acknowledges and agrees that this Power of Attorney will be revocable for the five-calendar day period beginning with the date of the Lead Investor replacement notice. If the Power of Attorney is not revoked by the Investor during this five-day period through written notice directed to the contact specified in the Lead Investor notice, then this Power of Attorney will remain in effect with respect to the successor Lead Investor. The Investor represents and warrants that the Power of Attorney granted by the Investor has been executed by it in compliance with the laws of the state or jurisdiction in which this Agreement was executed and to which the Investor is subject.

7.5 Lead Investor Compensation

Investor acknowledges and understands that the Lead Investor will not be compensated for the services it will provide to Investor pursuant to the Custodian Lead Investor Power of Attorney. Investor acknowledges and agrees that the Lead Investor may act as a portfolio manager for another special purpose vehicle advised by Wefunder Advisors LLC that invests in the Startup in a subsequent non-Reg CF round of financing and may receive compensation in that capacity.

7.6 INDEMNIFICATION OF LEAD INVESTOR

Investor shall indemnify and hold harmless each of XX Investments LLC, Wefunder Inc., the Lead Investor, and each of their respective successors and affiliates (together, the “Custodian Indemnified Parties”) from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the Custodian Indemnified Parties, including expenses of legal counsel arising out of, in connection with or based upon any act or omission by the Custodian Indemnified Parties relating in any way to the Custodian Lead Investor Power of Attorney, so long as the Custodian Indemnified Parties are not grossly negligent and have acted in good faith.

8. AGREEMENTS WITH RESPECT TO REGULATION CF OFFERINGS WITH A SPECIAL PURPOSE VEHICLE (SPV)

8.1 ISSUING SECURITIES THROUGH A SPV

Instead of issuing its securities directly to investors, a Startup may decide to issue its securities to one or more special purpose vehicles (each, an “SPV”) which will then issue its securities to investors. In all such cases, the SPV will be formed by Wefunder Admin, LLC (“Wefunder Admin”) on behalf of the Startup and will be a co-issuer with the Startup in the offering under Reg CF or ECSP, as applicable. The Startup's use of a SPV will be intended to allow investors in the SPV to achieve the same economic exposure, voting power, and ability to assert State and Federal law rights, and receive the same disclosures, as if they had invested directly in the Startup in an offering made under Reg CF or ECSP, as applicable. In this regard, an investor investing in the Startup through a SPV will have the same relationship to the Startup Securities, in terms of number, denomination, type and rights, as if the investor invested directly in the Startup. Unless otherwise stated in the Startup Information, Form C, and/or KIIS (as applicable), the Startup’s use of a SPV will not result in any additional fees being charged to investors. However, investors should note the Startup may be required to pay an annual fee to Wefunder for the maintenance and operation of the SPV.

Where a SPV is used, the Startup and the SPV will be co-issuers of the securities being issued and disclosure regarding both the Startup and the SPV will be provided in the applicable Form C or KIIS, as applicable. Investor acknowledges that his or her investment in a Startup may be made through such a SPV. Investor acknowledges that Investor may be required to provide tax-related information about Investor (including but not limited to Investor’s Tax Identification Number or a local equivalent) prior to receiving any disbursements from a SPV. Investor acknowledges the Startup may be required to pay certain tax-related fees to Wefunder for the provision of tax services, primarily relating to the preparation of tax documents for required tax filings on behalf of the SPV. The Startup may also be required to deliver to Wefunder certain tax information in a timely manner so that Wefunder may render these services. These fees and / or obligations to deliver required tax information are specified in the related Tax Services Agreement (“TSA”), where applicable.

Investor acknowledges that the Startup’s failure to pay such administrative and / or tax fees or provide Wefunder with required tax information could result in the dissolution of the SPV (an “SPV Dissolution Event”). Subsequent to an SPV Dissolution Event, the securities held by the SPV would be distributed directly and proportionally to the individual investors. This could create administrative complexities, as investors would need to manage the securities themselves rather than having them held and administered by the SPV. Additionally, the unplanned distribution of securities may not align with investors' intended investment strategy or asset allocation.

Upon an SPV Dissolution Event, the Investor hereby consents to and agrees to accept direct assignment of the SPV's rights and obligations under any investment agreements between the SPV and the Issuer that is located in the Form C or C/A offering materials. The Investor acknowledges they will be bound by all terms and conditions of such agreements as if they were an original party thereto.

8.2 EXERCISE OF VOTING RIGHTS

Investor acknowledges and agrees that the lead investor(s) identified and appointed by the Startup and approved by Wefunder Inc. (the “Lead Investor”) will exercise all voting rights with respect to the securities issued by the SPV and will take any actions in connection with such voting rights on behalf of the Investor, in accordance with the SPV Lead Investor Power of Attorney.

8.3 LEAD INVESTOR AGREEMENT WITH STARTUP AND WEFUNDER INC.

Investor acknowledges and understands that the Startup has entered into an agreement with the Lead Investor and Wefunder Inc. (the “Lead Investor Agreement”), pursuant to which the Startup has the power to appoint the Lead Investor as Lead Investor, subject to the approval of Wefunder Inc., and Wefunder Inc. has the power to remove the Lead Investor, as specified in that agreement. In addition, pursuant to the Lead Investor Agreement, the Lead Investor has the ability to resign as Lead Investor at any time upon at least 30 days prior written notice to the Startup and Wefunder Inc. or such shorter period as may be agreed to by the parties.

8.4 LEAD INVESTOR POWER OF ATTORNEY

The Investor, by entering into this Agreement, hereby appoints the Lead Investor, with full power of substitution, as the Investor’s true and lawful representative and attorney-in-fact, and agent of the Investor, with full power and authority to make voting decisions on SPV securities or Startup Securities owned by the Investor and take any related actions (including, but not limited to, signing documentation). To the maximum extent permitted by law, this power of attorney (“SPV Lead Investor Power of Attorney”) is coupled with an interest, will be irrevocable except as provided below and will survive, and will not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor. In the event that the Lead Investor is replaced by a successor Lead Investor, the Startup will provide investors with notice of the replacement, including information about the successor Lead Investor. In such an event, Investor acknowledges and agrees that this Power of Attorney will be revocable for the five calendar day period beginning with the date of the Lead Investor replacement notice. If the Power of Attorney is not revoked by the Investor during this five-day period through written notice directed to the contact specified in the Lead Investor replacement notice, then this Power of Attorney will remain in effect with respect to the successor Lead Investor.

8.5 LEAD INVESTOR COMPENSATION

Investor acknowledges and understands that the Lead Investor will not be compensated for the services it will provide to Investor pursuant to the SPV Lead Investor Power of Attorney. Investor acknowledges and agrees that the Lead Investor may act as a portfolio manager for another special purpose vehicle advised by Wefunder Advisors LLC that invests in the Startup in a subsequent non-Reg CF round of financing and may receive compensation in that capacity.

8.6 INDEMNIFICATION OF LEAD INVESTOR

Investor shall indemnify and hold harmless Wefunder Admin, the Lead Investor, and each of their respective successors and affiliates (the “SPV Indemnified Parties”) from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the SPV Indemnified Parties, including expenses of legal counsel arising out of, in connection with or based upon any act or omission by the SPV Indemnified Parties relating in any way to the SPV Lead Investor Power of Attorney, so long as the SPV Indemnified Parties are not grossly negligent and have acted in good faith.

8.7 CERTAIN FRACTIONAL INVESTMENTS AND ALLOCATION OF REMAINING AMOUNTS

In the event that the aggregated purchase amounts of investors (“aggregate investment”) in the Special Purpose Vehicle (SPV) shall result in an amount that is not divisible by the share price of the corresponding securities to be held by the SPV, the SPV shall round down to the nearest whole share purchasable by the aggregate investment. If the remaining portion of the aggregate investment (“remaining portion”), in Wefunder’s sole discretion, is determined immaterial it will be allocated without consideration to the issuer whose securities are to be held by the SPV. If the remaining portion is deemed material, it will be distributed pro-rata to investors which are included in the aggregate investment.

9. AGREEMENTS WITH RESPECT TO OFFERINGS WITH A NOMINEE

Offerings that make use of a nominee are subject to our Investor Nominee Terms.

This privacy policy ("Privacy Policy") describes how Wefunder Inc., Wefunder Portal LLC, Wefunder Advisors LLC, Wefunder Investments Ltd, and Wefunder EU B.V. ("Wefunder" "we" "us" or "our") collect, use, and share information about users of our websites, including wefunder.com, our Apps and our associated services (collectively, our "Site" and "Services"). We are committed to protecting and respecting your privacy. To understand more about the roles we carry out in handling personal information, please see the Contact Us section. By using our Site and Services, you acknowledge you have read and understood this Privacy Policy and our practices described below. Your use of our Site and Services is also subject to our Terms of Use. Please note that any user information shared with one of our entities may be shared among the other Wefunder entities.

Information We Collect about you

Information you provide us.

When you use our Site, our Services or otherwise choose to interact with us, we receive personal information about you such as when you register for and create a profile on our Site. Personal information means information from which you may be identified both directly (from that information alone) and indirectly (when different pieces of information are combined).

We may collect and process the following personal information from you:

• Name and contact. This information may include your name, address phone number, email address, social media handle that you provide if you fill in forms on our Site or otherwise contact us.
• Account login details. If you choose to sign up and create an account, we will collect your name, chosen username and password.
• Account profile details. On your Wefunder profile, you can make additional optional personal details available including a photo, biography, links to a personal website or blog, details of your skills, investment goals and interests, and other similar information.
• Identity details.We may need to collect certain information to verify your identity, including your name, date of birth, applicable tax or other national issued identifiers, Social Security number, and /or other legally recognized identity documentation such as your driver’s license.
• Investor details.To ensure compliance with legal requirements, we may need to collect your net worth, income and other information necessary to verify your investor accreditation or sophistication status.
• Investment transaction details. If you choose to invest in an offering through our Site, we will collect payment information from you, such as financial account information or payment card information, and we may collect information to verify your income, such as a bank statement or W-2 form. Please note that we do not store your payment card information, but we do store other financial information. If you choose to add an investment entity to your Account profile, we will also collect information about the entity.
• Founder business details. If you would like to raise funding for your business with our Site and Services, we will collect information about your business, including other officers and stockholders, business financial statements, your fundraising terms, and payment and banking information.
• Compliance information. We may need to request information in connection with business legal and regulatory risk checks.

We also collect information when you post questions or comments on our Site, send or receive direct messages from other users or when you contact us, including via email, or social media.

We will indicate whether information is required or voluntary on the Site

When you visit our Website.

We may automatically collect certain information when you use our Site including:

• Interaction information about your use of our Site, including the full Uniform Resource Locators (URL) clickstream to, through and from our Site including the actions you take, the pages or other content you view, search for or otherwise interact with, content response times, and the dates and times of your visits.
• Technical and device information,such as you IP address used to connect your device to the internet, operating system information and web browser and /or device type, version and time zone setting and language.
• Location information,we may derive your regional location from your IP address.
• Cookies and similar technologies,When you visit our Site, we and our service providers collect certain information through the use of "cookies" and other similar technologies to better understand how our users navigate through our Site, learn what content is being viewed and administer and improve our Site and Services. Cookies are small text files that web servers place on an internet user's device that are designed to store basic information and recognize your browser. We use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Site. We use cookies /and other similar technologies either alone or in combination with each other to create a unique ID which corresponds to you. For more information see the 'Use of cookies and other technologies' section below.

Information from other sources.

• Social Media, If you make your personal information publicly available, such as information posted to social media sites when you tag us, or otherwise interact with our social media channels and posts, for example by liking a post, we may collect personal information such as your social media profile name and picture or content you post, like and reactions to your posts.
• Third Party Integration, If you decide to register through or otherwise grant access to a third party social networking or authentication service that we may make available ("Integrated Service"), such as Facebook, LinkedIn, Twitter or Angellist, we will collect certain personal information that you have provided to the Integrated Service (such as your name, email address, photo and other information you make available via the Integrated Service) and an authentication token from the Integrated Service. The personal information collected from the Integrated Service may be used to register you on our Site and to provide some of the features of our Site. You may revoke our access to your account on the Integrated Service at any time by updating the appropriate settings in the account preferences of the respective Integrated Service. You understand that certain features of our Site may not be available to you if you choose to remove our access to your account with the Integrated Service.
• In order to provide the Services on our Site, including verifying your identity and other information you provide us or in conducting any required checks (including in the context of checks against international sanctions, exposed persons or export control registers), we collect information about our users from third parties, such as Blockscore, LexisNexis, and Onfido, and combine it with other information we received from or about our users.

How we use Information we Collect

We may use the information we collect for the following purposes:

Information you provide us.

• To take steps to enter into any contract or carry out obligations arising out of our terms with you including to:
  • administer your account with us
  • process payments and investments
  • notify you about changes to our Services
  • keep a record of transactions
• To comply with legal obligations to which we are subject including:
  • identity and/or business verification checks
  • record keeping requirements
  • cooperating with regulatory authorities
• Where necessary in our legitimate interests
  • In providing the information you request from us, including responding to any queries you have submitted
  • in managing corporate risk, security and compliance operations
  • to enforce this Privacy Policy or other terms to which you have agreed, and to protect the rights, property or safety of us, our Site our users, or any other person.
• With your consent, where required, for example to send you our marketing communications.
• Unless we are required to obtain your consent, we will use this information in our legitimate interests where we have considered these are not overridden by your rights to:
  • provide, improve and personalize our Site
  • monitor and analyze usage trends and preferences
  • keep our Site and Services safe and secure
  • measure or understand the effectiveness of our communications or advertising to you and others and to deliver relevant advertising to you
Information from other sources
• Unless we are required to obtain your consent, we will use this information in our legitimate interests where we have considered these are not overridden by your rights:
  • We may use information obtained via social media channels for our own analysis and marketing purposes.

Use of Cookies and other Technologies

Necessary Cookies
• Intercom – we use intercom so that users of our Site can communicate with our customer support team via our live chat function
• Stripe - we use Stripe to handle payment processing. Stripe uses cookies to authenticate users and protect against fraud.
• Vitesse - we use Vitesse to handle payment processing. Vitesse may use cookies to authenticate users and protect against fraud.
• Plaid – We use Plaid to connect and verify banks accounts.
• Sift – We use Sift to help us detect spam and fraud.
• Wefunder First Party Cookies – We use these cookies for user login.
• Cloudflare – We use this for attack and spam prevention.
Analytics cookies
• Google Analytics cookies enable us to recognise and count the number of visitors and to see how they engage with our Site content and features. This helps us for our legitimate interests of improving the way our Site works, in order to provide you with the most relevant content. For example, ensuring that users are finding what they are looking for easily. You can find more information on how Google uses data from these cookies including about how to opt-out at the below links:
  https://google.com/policies/privacy/partners/. https://tools.google.com/dlpage/gaoptout
• Fullstory – Analytics cookies enable us to see a visual representation of how users are interacting with our Site. This helps us for our legitimate interests of fixing technical issues and improving the operation of our Site. You can find more information on how Fullstory uses data from these cookies including about how to opt-out at the below links:
  https://fullstory.com/legal/privacy-policy https://fullstory.com/optout/
• Hubspot – we use Hubspot to track engagement by visitors to the Site and to manage enquiries from our Site and our relationships with our founders and investors for our CRM platform. You can find more information on how Hubspot uses data from these cookies including about how to opt-out at the below link:
  https://legal.hubspot.com/privacy-policy
• Sendwithus Analytics – This is a service provided by Techdrop Labs as part of email distribution services that monitor user engagement with our emails and the performance of our email campaigns. You can find more information on how Sendwithus uses data from these cookies including about how to opt-out at the below link:
  https://dyspatch.io/privacy-policy/#sendwithus
Advertising cookies
• Google advertising cookies are used to show you our ads on other websites across the Internet. These ads may be directed to you based on your past visits to our Site and your use of our Site. You can find more information on how Google uses data from these cookies including about how to opt-out at the below links:
  https://google.com/policies/privacy/partners/. https://adsettings.google.com/
Social networking cookies

These cookies help us to manage our social media, including enabling you to share content and enabling us to understand how you interact with us.

• Facebook – we use Facebook cookies and pixels to help deliver our advertising on Facebook. This means you may see our ads when you use Facebook because you have visited and then visited Facebook. These cookies also tell us if you come to our Site after having clicked on an advertisement on Facebook. We also work with Facebook to deliver our ads to Facebook users who match against certain criteria which Facebook identify. Please visit your Facebook privacy settings to learn more and see here: https://facebook.com/policy.php
• Twitter – we use Twitter cookies to deliver our ads on the Twitter platform to you and to those other Twitter users who might be interested in our Services based on their online activities including on the Twitter platform. Please visit your own Twitter privacy settings to configure how ads are displayed to you and also see here https://help.twitter.com/en/safety-and-security/privacy-controls-for-tailored-ads.

You can opt out of our service provider's use of cookies for directed marketing purposes by visiting the US Network Advertising Initiative's opt-out page at https://optout.networkadvertising.org/, the Digital Advertising Alliance's consumer choice tool at https://optout.aboutads.info or in Europe the European Interactive Digital Advertising Alliance (EDAA) programme at https://youronlinechoices.eu/. Please note that after opting-out, you may continue to see ads from those service providers, but they will not be based on your past activities.

You may choose to disable some cookies. The effect of disabling cookies depends on which cookies you disable. Please note that if you delete, or choose not to accept, all cookies from our Site, you may not be able to utilize certain features of our Site to their fullest potential. You can also consult your web browser settings to learn the proper way to modify cookie settings.

How We Share Information We Collect

We may make information available to:

Businesses You Invest In.

We may share your information with businesses that you invest in. The information about you that we share with the business you invest in may include your public profile information and your address, email address and tax/national issued identifier or Social Security number including for compliance, tax and accounting purposes.

Other Users and the Public.
• Please note that your profile page is viewable by other users and the public. For information on privacy settings available to you, please see the "Account Settings Choices" section below.
• Any comments or information you submit or share on public areas of the Site, such as questions for founders, your bio, or a description of your business, can be read, collected or used by other users and the public. Please consider carefully the information you choose to submit or share on the public areas of our Site, such as investment pages or your public profile.
• We also share your information with other users when you send or receive direct messages from other users.
• Affiliates and Banks. In order to provide the services on our Site, we may share your information with other third parties, such as portfolio companies, investment banking firms, accountants and similar entities.
• We use service providers to provide certain services to us and on our behalf and in accordance with our instructions. This includes in supporting our Services, in particular those providing Site data hosting services, fulfilment services, distributing any communications we send, fraud detection, facilitating feedback on our Services, advertising, marketing, analytics services and providing IT support services from time to time.
• Payment processing providers who secure payment and bank transfer processing services. Note your payment card details are securely processed by the provider and not held by us.

We only provide our service providers and partners with information necessary for them to perform these services. Our analytics providers may collect information about your online activities over time and across different online services when you use our Site.

Change of control.

In the event that Wefunder is merged or sold, or in the event of a transfer or sale of some or all of our assets, we may disclose or transfer information we collect in connection with the negotiation and/or conclusion of such a transaction.

Other disclosures.

We may disclose information about you to third parties if (a) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or governmental request, (b) to enforce our agreements, policies or terms of service, (c) to protect the security or integrity of our Site and Services, (d) to protect the property rights, and safety of us, our users, or the public, (e) to respond in an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person, or (f) to investigate and defend ourselves against any third-party claims or allegations.

Your Account Settings Choices

You can update the information you provided to us by accessing your account settings. Through your account settings, you can also hide some portions of your profile from other users or the general public on the Internet as well as hide your profile from search engines that collect information from our Sites.

You can also opt out of promotional or marketing email communications, including affiliate marketing, by clicking on the unsubscribe link in any email you receive from us, by updating your communication preferences through your account settings on our Site, or by contacting us at [email protected]

See also 'Your Rights' below.

Links to Other Websites

Our Site contains links to websites maintained by third parties. Please be aware that these third-party websites are governed by their own privacy policies and are not covered by our Privacy Policy. We are not responsible for the content or policies maintained by these websites. Please familiarize yourself with the privacy policy of any third-party websites you visit.

Security of Your Information

The security of your information is important to us. We have implemented security measures to help protect the information in our care. We make use of physical, electronic and organisational measures in an effort to safeguard and prevent unauthorised access.

• All areas of our Site use SSH technology. Any payment transactions will be encrypted using SSL technology.
• Where you have chosen a password which enables you to access certain parts of our Site and Services, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
• We take steps to limit access to your information only by those who need access.
• We take steps to contractually require our service providers to protect any personal information they process on our behalf.

Unfortunately, the transmission of information via the internet is not 100% secure. Although we do our best to protect your personal information, we cannot guarantee the security of your data transmitted to our Site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

Children’s Privacy

Our Site is not intended for children under the age of 13, and we do not knowingly collect personal information from children under the age of 13. If we learn that we have collected the personal information from a child under the age of 13, we will take steps to delete the information. If you are aware that a child under 13 has provided us with personal information please contact us at [email protected].

International Data Transfers

Your personal information will processed in accordance with this policy in the U.S. and Europe. Where you are resident in Europe, we handle your personal information outside of the European Economic Area (EEA) and where we facilitate access to or transfer of your personal information outside of the EEA we will take steps to handle your personal information subject to appropriate safeguards, for example, implementing approved standard contractual clauses where appropriate as the laws regarding processing of personal information may be less stringent than the laws in the EEA.

Third parties that we work with may also process your personal information in the U.S. and/or facilitate the transfer of or access to your personal information outside of the U.S. We will take steps to require them to process your personal information subject to appropriate safeguards, for example, implementing standard contractual clauses where appropriate.

How Long we Keep your Information

We retain personal information:

• for as long as we are legally required or otherwise permitted to meet our reason for collection (for example, for as long as we are providing Services to you) and as necessary after that to anticipate, resolve or defend any issues.
• relating to any account or transactions with us, in order to meet our contractual obligations to you and and/or any transaction to identify any issues, resolve any legal proceedings and for tax and accounting purposes.

We may also retain aggregate information for research purposes and to help us develop and improve our services.

Your Rights

Depending on the country you access our Site and Services from, you may have the right under certain circumstances:

• to find out what information we hold about you;
• to be provided with a copy of your personal information;
• to request the correction or deletion of your personal information;
• to request that we restrict the processing of your personal information (while we verify or investigate your concerns with this information, for example);
• to object to the further processing of your personal information, including the right to object to marketing (as mentioned in 'Your Account Settings Choices' section);
• to request that your provided personal information be moved to a third party.
• You can un-install our App which will stop information being collected from the App. You may use the standard un-install processes as may be available for your mobile device.
• Where the processing of your personal information by us is based on consent, you have the right to withdraw that consent without detriment at any time.

If you wish to exercise any of the rights listed above that are available to you, you can do so at any time by contacting us and the data protection team will respond according to the applicable law.

If your request or concern is not satisfactorily resolved by us, you may approach your local data protection authority.

The Dutch Data Protection Authority is the supervisory authority in the Netherlands in respect to Wefunder EU B.V. and can provide further information about your rights and our obligations in relation to your personal information, as well as deal with any complaints that you have about our processing of your personal information.

Changes to Our Privacy Policy

Please revisit this page periodically to stay aware of any changes to our Privacy Policy, which we may update from time to time. If we modify our Privacy Policy, we will make it available on our Site and indicate the effective date.

In the event that the modifications materially alter your rights or obligations hereunder, we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access our Site for the first time after such material changes are made. Your continued use of our Site after the revised Privacy Policy has become effective indicates that you have read and understood the current version of our Privacy Policy.

Contacting Us

Where you visit our Site, invest or seek to raise funding, then for European law purposes, the Wefunder entity responsible for the type of Services or offering you engage with or invest with and who will be identified to you in the context of that Service, offering or investment engagement will be a controller.

Wefunder Inc., a controller which administers and hosts the Site and from which global and strategic decisions are made as the parent company of the Wefunder business, 1885 Mission St., San Francisco, CA United States Wefunder Portal LLC, 1885 Mission St., San Francisco, CA United States

Wefunder EU B.V., our European HQ, and a controller in respect of European offerings and investors, Strawinskylaan 411 WTC Toren A, 1077XX Amsterdam, the Netherlands.

Wefunder Investments Ltd, 8th Floor Block E, Iveagh Court, Harcourt Road, Dublin 2, Ireland.

If you have any questions, comments or concerns about our Privacy Policy, please email us at [email protected]