IdeasFundX provides services to enable growing companies to meet investors.
Users of this website may open an account as an “Entrepreneur” (who are wanting to raise min USD 1M and are looking for an introduction to potential investors), as an “Investor” (who are accredited individuals or firms investing at least USD 100K in a company).
Significant regulatory considerations apply to the capital raising process, and this Agreement sets forth terms on which Entrepreneurs interact with Investors through our platform.
COMPANIES-STARTUPS: If you are an Entrepreneur and are looking to raise over USD 1M for your company, and want to connect with investors via IdeasFundX, to apply, you upload on https://www.ideasfundx.com/(the “Site”), information about your business, including information you consider confidential (see Locked Information, as defined in Section XIII (Definitions)) and have to pay a fix fee for the review and application validation:
=>0.1% of the amount of investment you want to raise for this round (excl. tax)
Your information isreviewed by the IdeasFundX experts to validate your application and is not disclosed to the public.
Then to be recommended to relevant investors, you have to become a member of IdeasFundX and pay =>a membership of $490 per year
When your company is recommended to investors by our algorithms, IdeasFundX provides only generic information without disclosing specific information about the company. Only investors who are interested to review the presentation of the company get access to confidential information provided by the company on the Site.
For each negotiation between a company and an investor that have started thanks to IdeasFundX, and that are resulting into an investment agreement, IdeasFundX takes: =>a success fees of 4% on the amount of the investment
We also cannot guarantee that there will never be a software bug or a hacker attack that allows
unauthorized viewing of
material or that Investors actually fit within the categories they have identified themselves under.
INVESTORS: The only people who are authorized to create Investor accounts on the Site are
investors with personal or
professional experience in investing in companies at early stage or Series A with a significant
existing portfolio of
investments and investing at least USD 100K in each company. They can register as an individual
investor or a
representative of an investment firm.
Investors must understand the risk of investing in such companies, including the high likelihood of loss and long period of illiquidity.
Investors should describe their investment strategy by completing the criteria in their profile on the site. So IdeasFunX algorithms will be able to recommendto investors deals matching their investment strategies. The investor will pay only for the new deals he/she wants to learn more about.
We do not promise to make introductions to show you all businesses that meet your criteria, nor can we promise that all Entrepreneurs we introduce will actually end up in a positive negotiation nor a profitable investment.
To get recommended deals matching your investment strategy and be referred among the investors in the IdeasFundX database, investors have to pay a monthly membership of $20 excl. taxes. IdeasVoice offers a free trial during the first 6 monthsof membership.
For each notification of new deal, if you are deciding to learn more about the new deal, IdeasFundX charges a $200 fixed fee.
For each negotiation between a company and an investor that have started thanks to IdeasFundX, and that are resulting into an investment agreement, IdeasFundX takes a success fees of 2% on the amount of the investment.
By using IdeasFundX, you are agreeing that you, and each person you allow to access IdeasFundX
through your account,
will abide by the terms of this Terms of Service (“Agreement”), which is set forth in its entirety
below. This Agreement
is between you and IdeasVoice, the legal company of IdeasFundX (“we,” “IdeasVoice” or the
“Company”), and it governs
your access to and use of the services, websites, and applications offered by IdeasVoice (the
“Services”). Your access
to and use of the Services are conditioned on your acceptance of and compliance with this
The Site is not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Site is prohibited. Persons in respect of whom such prohibitions apply must not access the Site.
IdeasFundX is an intermediary service, connecting INVESTORS with ENTREPRENEURS. IdeasFundX is not managing the financial process of fund raising neither the legal process of the investment agreement in the country where the negotiation takes place.
Capitalized terms used herein are defined in Section XIII (Definitions) of this Agreement.
a. To Act Responsibly. You are promising to act responsibly – which means:
i. You are making the following Promises:
a. That you have the right, authority, and capacity to enter into this Agreement
on your own behalf and on behalf on any
entity for whom you are acting and to abide by all of the terms and conditions
contained herein, and that if any aspect
of your participation in IdeasFundX violates provisions of the law to which you
are subject, you will cease using the
Services and close your account;
b. That you have more 18 years old;
c. That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
d. That you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;
e. That you shall be solely responsible for maintaining the confidentiality of your password;
f. That you will update your registration information with the Company as needed so that it remains true, correct and complete; and
g. That you will conduct yourself in a professional manner in all your interactions with IdeasFundX and with any other IdeasFundX user.
a. That you will only provide IdeasFundX with Content that you have a right to
provide to IdeasFundX and to allow
IdeasFundX to display through the Services,
b. That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by IdeasFundX.
c. That you understand that any other Content you find on or through IdeasFundX is the sole responsibility of the person who originated such Content;
d. That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that IdeasFundX will not be responsible or liable for any use of your Content by IdeasFundX in accordance with this Agreement;
e. That you are not relying on IdeasFundX to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services;
f. That you understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against IdeasFundX for any such material; and
g. That you understand that the Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against IdeasFundX for the placement of advertising or similar content on the Services or in connection with the display of any Content or other information from the Services.
a. That you will use your own judgment before making any decision to invest or to
accept an investment involving what is
to you a material amount of money;
b. That you will be solely responsible for complying with applicable law regarding any transaction ;
c. That you are otherwise aware of the risks of making investments
ii. You are promising not to:
1. Claim any ownership right in any material, software or other intellectual property
displayed on, published by or
otherwise available through IdeasFundX, other than Content, software or intellectual
property that you own or otherwise
have rights to without regard for its appearance on IdeasFundX;
2. Use any Content, or other information acquired from Company Persons, Investors or Entrepreneurs, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company;
3. Claim any right to access, view or alter any source code or object code of IdeasFundX;
4. Use IdeasFundX to market services, particularly investment advisory services that might cause IdeasFundX to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter; or
5. Market competing services to people you’ve identified through IdeasFundX.
b. Indemnify IdeasFundX/IdeasVoice and Related Parties. You are promising to hold the Company harmless against any damage that may happen to us as a result of your use of IdeasFundX.
i. Indemnity. You agree to indemnify and hold the Company and any Company Person
harmless (including against costs and
attorneys’ fees) from any claim or demand made by any third party due to or arising
out of your access to or use of the
Services, the violation of this Agreement by you, the infringement by you, or any
third party using your account, of any
intellectual property or other right of any person or entity, or for any Content
posted through the Services by you
(including claims related to defamation, invasion of privacy or other violation of a
person’s rights). Your obligations
under the foregoing indemnity may not be offset against any other claim you may have
against the Company or any Company
Person. You remain solely responsible for all Content that you upload, post, email,
transmit, or otherwise disseminate
using, or in connection with, the Services. You agree that the provisions in this
paragraph will survive any termination
of your account(s) or the Services.
ii. Release. You hereby release any claims you may have against IdeasFundX/IdeasVoice and any Company Person that are in any way related to the Services or your use of Content, including any representations, recommendations or referrals you may receive as a result of your registration with IdeasFundX. You are solely responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners.
c. Confidentiality. By registering with IdeasFundX, or otherwise using the Services or viewing content made available through IdeasFundX in any way, you may have an opportunity to see Locked Information. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not republish any information you acquire through the Services via an Internet website, for which one of the principal purposes is to compete with IdeasFundX.
d. Other User Obligations.
i. You promise to comply with the terms of the license set forth in Section IV
(Company Services and License) of this
ii. You are licensing to us the right to publish all Content you upload to IdeasFundX. Your Content will be viewable by other users of the Services. You should only provide Content that you are comfortable sharing with other users.
iii. To the extent that IdeasFundX is determined, for any reason, not to be the licensee of any material you have provided to us, including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”), you hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by IdeasFundX and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consents and agreements from time to time as requested by the Company.
iv. You acknowledge that IdeasFundX is not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on IdeasFundX, or to feature or otherwise display your Content on any web page.
v. You acknowledge that you do not rely on the Company to monitor or edit the Services (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with the Company) and that the Services may contain Content which you find offensive or which is untrue or misleading and you hereby waive any objections you might have with respect to viewing such content.
vi. You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Services (collectively, “Updates”). The Company, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.
a. License to Use the Service. All right, title, and interest in and to the Services (excluding Content provided by users) is and will remain the exclusive property of IdeasFundX and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the IdeasFundX name or any of the IdeasFundX trademarks, logos, domain names or other distinctive brand features.
b. No Claim to Any Rights in Your Information. We are promising not to claim any ownership interest in the Content provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through IdeasFundX.
c. All New Investors Must Provide all information required in the profile. We will require all new users of IdeasFundX who identify themselves as Investors to provide all information required. We have designed the questions to make Investors think about whether they really are accredited and sophisticated, but we do not verify the representations they make.
a. Right to Control Content. IdeasFundX may, but is not required to, monitor or control the Content posted via the Services. Our failure to exercise this right does not give you any right to make a claim against IdeasFundX/IdeasVoice. Any Content that has been uploaded through the Services may be deleted at any time without notice to you.
b. Right to Discontinue the Services. IdeasFundX reserves the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.
c. Right to Terminate User Access. IdeasFundX reserves the right to terminate your access to the Services without notice and, if you violate this Agreement, to pursue other remedies at law or in equity. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.
d. Right to Refuse or Cancel Registration. The Company has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of IdeasFundX, its users and the public.
e. User Acknowledgement. Without limiting the generality of the foregoing, you specifically acknowledge that the Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
a. Introductions. We are not obligated to introduce you to any Entrepreneur or Investor.
b. Verifying Due Diligence. IdeasFundX reviews all applications before accepting entrepreneurs and investors in the IdeasFundX Database but is not responsible for doing diligence Entrepreneurs, Investors you meet through IdeasFundX.
c. Verifying Accredited Investor Status. We are not responsible for verifying that that any Investor is accredited, is a Qualified Purchaser, or otherwise authorized or appropriate to invest in you, or for determining whether any use of IdeasFundX constitutes a general solicitation of securities under the securities laws of the United States, or the laws of any state or other jurisdiction, including foreign jurisdictions.
d. Intellectual Property Rights. The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
e. Verifying Advertisement Accuracy. The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s Content.
a. IdeasFundX respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the U.S. Copyright Act have been infringed by acts of third parties over the Internet.
b. If you believe that your copyrighted work has been copied without your authorization and is available on or in the Services in a way that may constitute copyright infringement, or if you believe that any material on the Services violates this Agreement or your intellectual property rights, please notify the Company as soon as possible by sending an email to email@example.com containing the following information in accordance with the DMCA: (i) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (ii) identification of the copyrighted work claimed to have been infringed; (iii) your contact information, including your address, telephone number, and an email address; (iv) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
c. Our IdeasFundX Copyright Agent for notice of alleged copyright infringement or other legal
notices regarding Content
appearing on the Services is:
29 Bd Henri Ruel, Esc 7
94120 Fontenay sous Bois
d. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, IdeasFundX will also terminate a user’s account if the user is determined to be a repeat infringer.
Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the Services. Subject to the last sentence of this Section VIII, you may terminate this Agreement at any time by deleting all Content you have provided to IdeasFundX and ceasing to use the Services. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by the Company or any other user of the Services that you acquired via use of the Services. Your representations in this Agreement and the provisions of Section II (User Obligations) and any other provision of this Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.
a. YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
b. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
c. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Services, any Content or third party applications, software or content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.
d. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon or any content you receive as a result of your relationship with IdeasFundX. IdeasFundX will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Services or any Content. You also agree that IdeasFundX has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from IdeasFundX or through the Services, will create any warranty not expressly made herein.
e. UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
f. To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.
We don’t monitor and/or manage disputes between you and other users of the Services. IdeasFunds is not be liable for disputes between you and other users. However, you can inform us about your dispute and we will try to help you to solve the conflict.
a. Availability of Services.The Company operates and controls the Services from its offices in France. The Company makes no representation that the Services are appropriate or available in other locations. The information provided on or through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
b. Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone, so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
c. Amendments to this Agreement. We may amend this Agreement at any time in our sole discretion, effective upon posting the amended Terms of Service at the domain of www.ideasfundx.com where the prior version of this Agreement was posted or by communicating these changes through any written or other contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement.
d. Venue and Governing Law. This Agreement and all aspects of the Services shall be governed by and construed in accordance with the laws of France (i.e., without regard to conflict of law’s provisions) regardless of your location.
e. Waiver and Severability.The failure of the Company to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this Agreement as so interpreted.
f. Section Headings; Verification Documentation; Waiver of Execution Defenses. The section headings used herein are for convenience only and shall not be given any legal import. Upon the Company’s request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against the Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
g. Prohibition of Assignment. You may not assign this Agreement without the Company’s prior written consent.
h. Entire Agreement. This Agreement contains the entire understanding of you and the Company, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Services by the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
j. No Third Party Beneficiaries. This Agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to Content offered through the Services.
k. Government Use. If you are a part of an agency, department or other entity of the U.S. Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Services and any related software is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Services by the Government shall be governed solely by this Agreement.
a. "Accredited Investor"
i. “Accredited Investor” is defined by the SEC in Rule 501 of Regulation D under the Securities Act of 1933 as follows:
1. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
2. a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the person’s primary residence;
3. a director, executive officer or general partner of the company selling the securities;
4. a business in which all the equity owners are accredited investors;
5. a charitable organization, corporation or partnership with assets exceeding $5 million;
6. a bank, insurance company, registered investment company, business development company or small business investment company;
7. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; or
8. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
ii. With respect to persons accessing the Site from outside of the United States, references to “Accredited Investor” status shall include all relevant investor sophistication standard(s) applicable to persons in each such jurisdiction seeking to make private venture investments of such nature as enabled by the Site. Specifically, references to “Accredited Investors” accessing this Site from the United Kingdom are those persons who have been certified as a High Net Worth Individual or Self Certified Sophisticated Investor in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
b. "Community Rules": Participants in the IdeasFundX community will not, in connection with the Services:
i. defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap;
ii. use any profane, obscene, pornographic or otherwise objectionable content or language;
iii. promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity;
iv. violate the personal, privacy, contractual, intellectual property or other rights of any person;
v. reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;
vi. violate this Agreement or any local, state, federal or non-U.S. law, rule or regulation;
vii. trick, defraud, deceive or mislead the Company or other users, such as by submitting false reports of abuse or misconduct to the Company’s support services, disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;
viii. interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
ix. disparage, tarnish or otherwise harm, in the Company’s opinion, the Company and/or the Services;
x. upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
xi. reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;
xii. access or search (or attempt to access or search) the Services by any means, such as any automated system or unauthorized script or software, other than currently available, published interfaces provide by IdeasFundX, unless you have been specifically allowed to do so in a separate Agreement with IdeasFundX (note crawling the Services is permissible in accordance with this Agreement, but scraping the Services is expressly prohibited without the prior consent of IdeasFundX);
xiii. remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services or any website on which the Services are offered or on a third party website and/or Company software on which Company code is embeddable or embedded on;
xiv. remove, obscure or change any notice, banner, advertisement or other branding on the Services;
xv. submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company;
xvi. interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, such as probing or scanning the vulnerability of any system, network or breach; or
xvii. sell access to the Services or any part thereof other than through a mechanism approved by the Company.
c. "Content" means any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Services. You retain ownership of all Content you submit, post, display or otherwise make available on the Services.
d. "Locked Information" means, all information acquired by, in connection with your use of the Services or the Site that was provided by another user and which is not in the public domain, including the company presentation, the financial data.
e. "Qualified Purchaser" is defined under Section 2(a)(51) of the Investment Company Act of 1940.
i. In particular, Qualified Purchasers include:
1. any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) of the Investment Company Act with that person’s Qualified Purchaser spouse) who owns not less than $ 5,000,000 in “Investments” (as defined below);
2. any company that is wholly owned directly or indirectly by or for two or more individuals who are related as siblings, spouses (including former spouses) or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons, that owns not less than $ 5,000,000 in Investments;
3. any trust that is not covered by clause (2) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (1), (2), or (4);
4. any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $ 25,000,000 in Investments;
5. any company (regardless of the amount of such company’s Investments) beneficially owned exclusively by Qualified Purchasers or by a company’s “knowledgeable employees” (as defined under Rule 3c-54 of the Investment Company Act);
6. any company that, but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) under the Investment Company Act, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), provided that all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) thereunder, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser;
7. any qualified institutional buyer as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that (1) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (2) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan; or
8. any person (“Transferee”) who acquires interests from a person (“Transferor”) that is (or was) a Qualified Purchaser other than the Company, provided that the Transferee is: (i) the estate of the Transferor; (ii) a person who acquires the interests as a gift or bequest pursuant to an agreement relating to a legal separation or divorce; or (iii) a company established by the Transferor exclusively for the benefit of (or owned exclusively by) the Transferor and the persons specified in this paragraph.
ii. The term Qualified Purchaser does not include a company that, but for the exceptions provided for in paragraph (1) or (7) of section 3(c) of the Investment Company Act, would be an investment companyterms/body (here after in this paragraph referred to as an ‘‘excepted investment company’’), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with section 3(c)(1)(A), that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as ‘‘pre-amendment beneficial owners’’), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (2) or (3) of subparagraph (i) shall constitute consent for purposes of this subparagraph.
iii. For the purposes of the definition of Qualified Purchaser, the term Investment (as defined under Rule 2a51-1 of the Investment Company Act) means:
1. securities (as defined by section 2(a)(1) of the Securities Act of 1933), other than securities of an issuer that controls, is controlled by, or is under common control with, the prospective qualified purchaser that owns such securities, unless the issuer of such securities is: (i) an investment vehicle; (ii) a public company; or (iii) a company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the prospective qualified purchaser acquires the securities of a section 3(c)(7) company;
2. real estate held for investment purposes;
3. commodity interests held for investment purposes;
4. physical commodities held for investment purposes;
5. to the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the Investment Company Act entered into for investment purposes;
6. in the case of a prospective qualified purchaser that is a Section 3(c)(7) Company, a company that would be an investment company but for the exclusion provided by section 3(c)(1) of the Investment Company Act, or a commodity pool, any amounts payable to such prospective qualified purchaser pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the prospective qualified purchaser upon the demand of the prospective qualified purchaser; and
7. cash and cash equivalents (including foreign currencies) held for investment purposes. For purposes of this section, cash and cash equivalents include: (i) bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments held for investment purposes; and (ii) the net cash surrender value of an insurance policy.
The Company is an entity offering the transmission, routing or providing of connections
for digital online
communications, between or among points specified by a user of material of the user’s
choosing, without modification of
the content of the material sent or received, as well as system caching, storage of
material residing on a system or
network at the direction of a user, and referral or linkage of users to an online
location using information location
tools, each through the Site located at
https://www.ideasfundX.com and any linked pages or applications owned and
operated by the Company.
The Services are operated and provided by IDEAS VOICE SAS, 29 Bd Henri Ruel, Esc7, 94120 Fontenay sous Bois, France. If you have questions about this Agreement, please contact us.
Last updated: April 4, 2020 • IdeasFundX is a trademark of IdeasVoice.