Terms of Use

Last modified: Dec 17, 2014

Welcome to Investable. Investable is a crowdfunding platform that connects professional investors with scalable startups.  Investable helps professional investors discover carefully curated startups and invest alongside other experienced angel investors.

YOU AGREE AND ACKNOWLEDGE THAT THIS IS A BINDING CONTRACT.

Please read these Terms of Use (as defined herein) carefully before you start to use the Website (as defined herein).  By using the Website, you accept and agree to be bound and abide by these Terms of Use.  If you do not want to agree to these Terms of Use, you must not access or use the Website.  

These Terms of Use may be updated, modified, improved, changed, or corrected at any time for any reason.  It is your responsibility to check the Terms of Use periodically for changes.  Your continued use of the Website following the posting of any such changes to the Terms of Use constitutes acceptance of those changes. 

INTRODUCTION TO INVESTABLE

The Investable web site (the “Website”) and the services contained therein are provided by Investable Limited, a Hong Kong limited company, and/or its affiliates and subsidiaries (together, “Investable”, “we” or “our”) for your personal, non-commercial enjoyment, subject to these Terms of Use and the Privacy Policy, found at www.investable.vc which are incorporated into these Terms of Use by reference, and any and all modifications thereto (together with the Privacy Policy, these “Terms of Use”).

In these Terms of Use, we refer to those raising funds as "Startups" and to their fundraising campaigns as "Campaigns". We refer to those contributing funds as "Investors" and to the funds they contribute as "Funds".  Startups, Investors and other visitors to the Website are referred to collectively as "Users." 

INVESTORS ELIGIBLE TO USE THE WEBSITE 

The Website is available only to certain Professional Investors who have been invited to join the Website.  A "Professional Investor" is as defined within the Securities and Futures Ordinance under the Securities and Futures (Professional Investor) Rules.  You represent and warrant that you are a Professional Investor and all registration information you submit is accurate and truthful.  We may, in our sole discretion, block or otherwise discontinue your access and use of the Website at any time and for any reason and we may change the eligibility criteria at any time.  If you are using the Website on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity's behalf, and that such entity agrees to indemnify Investable for violations of these Terms of Use.

Investing in a Campaign requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment.  The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Website do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. Investors should obtain investment and tax advice from advisers before deciding to invest.

REGISTRATION AND YOUR ACCOUNT INFORMATION

You may view the Website without registering, but as a condition of using certain aspects of the Website, you may be required to register with Investable, become a potential Investor, and select a screen name ("User ID") and password.  You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You also agree to provide additional information we may reasonably request and to answer truthfully and completely any questions we might ask you in order to verify your identity.  You shall not use as a User ID, domain name, or project name any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. Investable reserves the right in its sole discretion to refuse registration of or cancel a User ID, domain name, and project name.  You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Website. You shall never use another User account without the other User’s express permission. You will immediately notify Investable in writing of any unauthorized use of your account, or other known account-related security breach.  

CAMPAIGN POLICIES

None of the information contained in the Website constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service.  The actual sale or purchase of an investment interest in a Campaign shall be a private and independent transaction between the Users without any participation by Investable. In no event will Investable be liable for any loss of earnings or any other commercial damages, losses or expenses arising out of or in correlation with an independent transaction, agreement, or interaction between Users.

Investable is not a registered broker-dealer and does not offer investment advice or advise on the raising of capital through securities offerings. Investable does not recommend or otherwise suggest that any Investor make an investment in a particular Campaign, or that any Campaign offer securities to a particular Investor. Investable takes no part in the negotiation or execution of transactions for the purchase or sale of securities, and at no time has possession of funds or securities. No securities transactions are executed or negotiated on or through the Website. Investable receives no compensation in connection with the purchase or sale of securities. 

INVESTING IN A CAMPAIGN

Investors agree to have sufficient funds or credit available at the Campaign deadline to ensure that the Funds will be collectible.

Investors may increase, decrease, or cancel their Funds at any time during the Campaign, except that they may not cancel or reduce their Funds if the Campaign is in its final 24 hours and the cancellation or reduction would drop the Campaign below its goal.

For all Campaigns, Investable gives to the Investable each Investor’s User ID and pledge amount. For successful Campaigns, Investable additionally gives to the Investable each Investor’s name and email.  For successful Campaigns, Investable will send each Investor a shareholders' agreement, share purchase agreement, and wire instructions for the Investor to invest directly into the startups.

Investable reserves the right to cancel Funds at any time and for any reason.

Investable reserves the right to reject, cancel, interrupt, remove, or suspend a Campaign at any time and for any reason. Investable is not liable for any damages as a result of any of those actions. Investable’s policy is not to comment on the reasons for any of those actions.

Startups should not take any action in reliance on having their Campaign posted on the Website or having any of the Funds until they have the ability to withdraw and spend the money. There may be a long delay between the end of a successful fundraising Campaign and access to the Funds.

FEES AND PAYMENTS

Setting up an account on the Website is free. 

TRADEMARKS AND COPYRIGHTS

The Investable logos are trademarks and service marks of Investable. Investable or its licensors own and retain all proprietary rights in the Website ("Content"). The Website contains the copyrighted material, trademarks and other proprietary information of Investable and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of Investable.

Investable and Startups own the copyright, database right and other intellectual property rights in the selection, coordination, arrangement and enhancement of such Startups Content, as well as in the Startups Content original to it. Users may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the Content, in whole or in part except as provided in these Terms of use.

Users may download information from the Website for their own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission or that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Users acknowledge that you do not acquire any ownership rights by downloading copyright material.

In addition, to the extent you receive information from Investable, Startups or other Investors with respect to any Campaign on the Website, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such startup or Investor. You agree that Investable may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce these Terms of Use and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Investable, its Users, or the public.

STARTUPS AND INVESTOR CONTENT 

While using the Website, Startups may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, "Startups Content").  By posting Startups Content, Startups grant us a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute Startups Content on or in connection with the Website and our related marketing and promotional activities. As between Startups and us, Startups continue to hold all ownership interest in the Startups Content. Startups represent and warrant that Startups Content and any use of Startups Content will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms of Use or applicable law. 

While using the Website, Investors may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, the “Investor Content”).  By posting Investor Content, you acknowledge you are publishing that Investor Content, and that you may be identified publicly by your User ID in association with any such Investor Content.  By posting Investor Content, Investor grants us a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute Investor Content on or in connection with the Website and our related marketing and promotional activities. As between Investor and us, Investor continues to hold all ownership interest in the Investor Content. Investor represents and warrants that Investor Content and any use of Investor Content will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms of Use or applicable law. 

THIRD-PARTY WEBSITES, ADVERTISERS OR SERVICES

The Website may contain links to third-party websites, advertisers, or services that are not owned or controlled by us.  Access to or use of third-party sites or services are at your own risk.  We are not responsible for any loss or damage of any sort relating to your dealings with these parties.  We encourage you to be aware of when you leave the Website, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

Investable is under no obligation to become involved in disputes between any Users, or between Users and any third party arising in connection with the use of the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with Campaigns. 

INDEMNITY

You agree to defend, indemnify and hold harmless Investable, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys' fees and costs) and all amounts paid in settlement arising from or relating to your negligence, breach of these Terms of Use or violation of any law. Investable may assume the exclusive defense and control of any matter for which you have agreed to indemnify Investable and you agree to assist and cooperate with Investable in the defense or settlement of any such matters.

NO WARRANTY

INVESTABLE HAS NO FIDUCIARY DUTY TO YOU. THE WEBSITE, INCLUDING ANY CONTENT, SERVICE OR INFORMATION CONTAINED WITHIN IT, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.

LIMITATION OF LIABILITY

INVESTABLE (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN RELATION TO THE CONTENTS OF, OR USE OF, OR OTHERWISE IN CONNECTION WITH, THIS WEBSITE.  THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF INVESTABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

ASSIGNMENT

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Investable without restriction.

TERMINATION

Termination may result in the forfeiture and destruction of all information associated with your account. You may terminate your account by following the instructions on the Website, but we may retain your account information after you terminate in accordance with our regulatory, accounting, and legal compliance procedures. The provisions regarding use of website and Services at your own risk, Right to Refuse Service, Indemnity, No Warranty, Waiver and Release, Limitation of Liability and General survive termination for any reason. 

GOVERNING LAW

You agree that: (i) the Website shall be deemed solely based in Hong Kong (where we have our headquarters); and (ii) the Website shall be deemed a passive one that does not give rise to personal jurisdiction over Investable, either specific or general, in jurisdictions other than Hong Kong. This Agreement shall be governed by the laws of Hong Kong, without respect to its conflict of laws principles. Any claim or dispute between you and Investable that arises in whole or in part from the Website shall be decided exclusively by a court of competent jurisdiction located in Hong Kong. Those who access or use the Website do so at their own volition and are entirely responsible for compliance with local law. Unless otherwise explicitly stated, all materials found on the Website are solely directed to individuals, companies, or other entities located in Hong Kong.

NOTIFICATION PROCEDURES

You agree Investable may provide notifications to you via email, written or hard copy notice, or through conspicuous posting of such notice on the Website. You may opt out of certain means of notification or to receive certain notifications. 

ENTIRE AGREEMENT/SEVERABILITY

These Terms of Use are the entire agreement between you and Investable regarding its subject matter. If any provisions of these Terms of Use are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.  Investable’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

CONTACT US

If you have any questions about these Terms of Use, the practices of the Website, or your dealings with this Website or complaints, please contact us at [email protected]