Version 2.1, Revision 4
PreIPO Corp, . and its affiliated companies (“PreIPO Corp”, us, we, etc.) collectively publish and operate a software platform, marketplace, and service (together, the “Platform”), to facilitate transactions in secondary markets (the “Transactions”) of and relating to shares of private companies (the “Shares”). The Platform is available on the website www.preipo.com and via PreIPO Corp mobile application (collectively, the “Site”).
These Terms & Conditions (the “Terms”) are a binding agreement between PreIPO Corp on the one hand, and the individual (“you”) who accesses, browses, or in any way uses the Platform, the Site, any other related application, any services thereon, or other related services offered by PreIPO Corp (all together, PreIPO Corp’s “Services”).
If you use the Services as an approved proxy for another individual (e.g. your work supervisor or a client) and/or on behalf of one or more business entities you or they own, manage, or advise (such as funds or holding companies), then you agree to these Terms on your own behalf and on behalf of those individuals and entities (to which references to “you” also apply), and may only use the Services if you have the authority from each such individual and entity to do so. If you setup multiple accounts, or multiple entity listings within an account, you are making a separate agreement between each of them and PreIPO Corp.
PreIPO Corp facilitates Transactions between (i) “Shareholders”, who own Shares, either directly or by virtue of holding instruments relating to shares such as options, futures contracts, or interests in holding companies that own Shares, and (ii) “Investors” who contemplate gaining investment exposure to Shares. You may access the Site as a Shareholder, an Investor, or both. If you are not a Shareholder or potential Investor, but wish to examine the Platform as a student, researcher, scholar, analyst, journalist, auditor, investigator, private equity broker, as an advisor to Shareholders and Investors, or in some other role, your access to certain Site and Service functionality will be limited or blocked, luding among other things the ability to place Transaction requests or close Transactions.
Transactions may be initiated through the Site, or off-site by email, telephone, or other means, but in any case, under the auspices of duly licensed broker-dealers affiliated with PreIPO Corp (the “Brokers”). One a Transaction is pending, the Broker will circulate an electronic link to a closing service (the “Closing Platform”) that, among other things, contains agreements appropriate to memorialize any transaction terms, luding any provisions regarding commissions, nondisclosure of confidential information, non-circumvention, and other terms, conditions, notices, and disclosures that are customary to govern the Transaction (the “Transaction Documents”).
The Closing Platform is part of the Site, and your use of the Closing Platform and associated Services is conditioned on your accepting these Terms. On your request, as an alternative to the Closing Platform, we may circulate documents by email, third party electronic signature service, or paper documents.
All who access our Site, user our Services, and/or agree to these Terms are considered “Members”. There are three types of Members:
Any securities mentioned on the Site or as part of the Services are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with private investments, luding the risk of complete loss of the investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless and until registered with the SEC, if at all. Securities will be subject to restrictions on resale and transfer, luding holding period requirements. Investing in private placements requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments. Investors must be able to afford to lose their entire investment. Investment opportunities reflected in the Trade Sheet are not FDIC insured, may lose value, and not guaranteed by any bank or institution.
Any securities mentioned have not been registered under the Securities Act, in reliance on exemptions thereto. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. PreIPO Corp does not represent that any governmental agency has necessarily reviewed the Site, or has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any Transaction. Further, companies whose Shares are described on the Site or as part of the Services may not have approved and may not know about, the Site, Services, and various Transactions.
The exemptions relied upon for the Transactions are significantly dependent upon the accuracy of representations made by Investors and Shareholders, and potentially the issuers of the applicable securities, each as may be reflected in applicable Transaction Documents. In the event that any such representations prove to be untrue, the registration exemptions might not be available and substantial liability could result. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE ALL PERSONS AND ENTITIES WHO ELECT TO PARTICIPATE IN TRANSACTIONS TO CONSULT LEGAL, TAX, AND FINANCIAL PROFESSIONALS BEFOREHAND, CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY TRANSACTION MATERIALS AND REQUEST ANY ADDITIONAL INFORMATION.
These Terms are an agreement between you and PreIPO Corp, the software developer / publisher that created and operates the Site and Services. PreIPO Corp, . is not a registered broker-dealer, funding portal, investment adviser, or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings, nor does it solicit, broker, close, or otherwise participate in any Transactions. PreIPO Corp does not recommend or otherwise suggest that any person or entity participate in any Transaction, which such participation shall be entirely at each such participant’s own risk.
You, the individual user of the Site or Services, expressly represent, warrant, and agree to the following:
You agree not to do any of the following, either directly by interacting with the Site and Services, or by direct communication with PreIPO Corp personnel:
We reserve all rights that are not expressly granted to you by these Terms. As between you and PreIPO Corp, PreIPO Corp alone shall own all rights, title, and interest, luding all related intellectual property rights in and to the following (collectively, PreIPO Corp’s “Content”):
All of the Content is subject variously to copyright, trade secret, confidentiality, and other rights under United States and foreign laws. Except as provided in these Terms, no part of PreIPO Corp’s Content, and none of PreIPO Corp’s proprietary rights therein, are licensed to you for any purpose. No part of PreIPO Corp’s Content may be reproduced, recorded, retransmitted, sublicensed, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, websites or other medium or for any commercial purpose, except as provided in these Terms, without PreIPO Corp’s prior express written consent.
“As between you and PreIPO Corp” indicates that such rights are relative. PreIPO Corp may not be the underlying owner of all of the PreIPO Corp Content. Some of it may have been granted or licensed to PreIPO Corp from Brokers, Funds, Servicers, various other Members, or other third parties. However, to the extent that PreIPO Corp holds any rights in or to such materials, PreIPO Corp grants you only the license contained herein.
By entering into these Terms and using the services, you agree that you shall defend, indemnify and hold PreIPO Corp, its licensees and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (luding attorneys' fees and costs) arising out of or in connection with your violation or breach of any part of these Terms or any applicable law or regulation, whether or not referenced herein. This indemnification obligation will survive the termination of these Terms.
All PreIPO Corp Content is provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, PreIPO Corp disclaims all warranties, express or implied, luding, but not limited to, implied warranties of non-infringement, merchantability, or fitness for a particular purpose. PreIPO Corp does not warrant that the functions provided on the Site or Services will be uninterrupted or error-free, that defects will be corrected, that PreIPO Corp will retain all of your Account content and data in full integrity or keep readily available all user content and data, or that the Site or the means that makes it available to you are free of viruses or other harmful components.
All of the PreIPO Corp Content that concerns companies and investments that is on the Site, or that exchanged by PreIPO Corp as part of the Services, is either: (i) publicly available, (ii) information obtained from third party sources without endorsement, analysis, or approval by PreIPO Corp, or (iii) information supplied by yourself and other Members. PreIPO Corp does not provide, and disclaims any obligation to provide, any insight, advice, analysis, industry research, pricing information, verification, or help of any kind other than with respect to site functionality. Any charts, data, and other information PreIPO Corp may provide regarding company news and insights, company valuations, funding events, and share prices are for informational purposes only and are not an endorsement or representation with respect to any company or the actual price or value of any of its securities.
Any links and referrals to other sites and services, luding the services of a Broker you retain, any contract with a Fund, or the participation of any Servicer, bank, money transfer service, or other service provider, will be governed by their own terms and conditions. PreIPO Corp is not responsible for the actions of any such parties, or any such third-party sites. These Terms bind PreIPO Corp only with respect to your use of the Site and Services, not the sites and services of any third parties. Further, any promotions, advertising, or other content and services that are distt from or in a distt part of the Site may by their own terms be subject to terms of service and privacy policies that are limited to that content or services. PreIPO Corp’s mobile application may have other terms and conditions that apply in addition to these Terms.
PreIPO Corp does not warrant or make any representations regarding the use or the results of the use of any such third-party content, or for correctness, accuracy, reliability, or otherwise. We do not endorse any of the investment opportunities that may be presented or recommend whether you should participate in any potential Transactions. Under no circumstances, luding, but not limited to negligence, shall PreIPO Corp be liable for any special, indirect, idental, or consequential damages that result from the use of or the inability to use the Content on the Site or the Services, even if PreIPO Corp, the Broker, the Fund, the Servicer, or their authorized representatives have been advised of the possibility of such damages. In no event shall PreIPO Corp’s total liability to you for all damages, losses, and causes of action whether in contract or tort exceed the amount paid by you, if any, for accessing the Site and using the Services.
The foregoing may in some instances be limited by rules and regulations pertaining to the brokerage industry.
The Terms shall be governed by Florida law and subject to the exclusive jurisdiction of the state and federal courts located in the City and County of Boca Raton, Florida, without regard to the choice or conflicts of law provisions of any jurisdiction. All claims arising from use of the Site will be exclusively resolved by binding arbitration. You understand that by requiring arbitration, neither party will have the right to sue in court or have a jury trial.
Arbitration will take place in, Florida, and will be conducted under the Commercial Arbitration Rules of the American Arbitration Association, which are available at www.adr.org. The parties shall maintain the confidential nature of the arbitration proceeding and of any award, luding the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Arbitration shall be conducted under the auspices of FINRA to the extent it may have authority over the parties and issues in dispute. To the extent any portion of this dispute resolution procedure conflicts with the rules of FINRA, as then in effect, such FINRA rules shall prevail.
Except as otherwise provided in the Terms, you and PreIPO Corp may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
You and PreIPO Corp agree that any arbitration will be limited to the dispute between PreIPO Corp and you. You acknowledge and agree that you and PreIPO Corp are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and PreIPO Corp otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.
Each party retains the right to bring an individual action in small claims court with respect to matters within the jurisdiction thereof, or to seek injunctive or other equitable relief on an individual basis in a federal or state court in, Florida, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
The foregoing venue, choice of law, and jurisdiction provisions shall not apply to any matters that are subject to separate agreements between you and PreIPO Corp or its affiliates (luding without limitation Broker engagement agreements, nondisclosure agreements, and Transaction Documents).
SEC and FINRA Rules require investment advisers and broker-dealers to create and maintain a business continuity plan. In accordance with these rules, PreIPO Corp has developed a plan that is intended to permit us to continue critical business operations during natural disasters, power outages, financial insolvency, or other significant events. While there can be no assurance that service will continue without interruption in all circumstances, the plans do address the actions that the firms will take in the event that there is a significant disruption. Account access is planned to be restored as the first step, which would be followed by other critical business operations. If there is a local disruption to the operating facilities of either firm, the respective business continuity plans call for the affected firm to establish operations from an alternate location.
We maintain data backup records, located well away from our primary facility so that they would not be affected by a regional disruption. We intend for account access to be available through these records should the primary data center suffer a disruption. Our plan will be reviewed, updated and tested periodically.
In the case of financial insolvency, PreIPO Corp will diligently seek to raise additional financing, luding from affiliates, or, if necessary, orderly proceed with bankruptcy in accordance with applicable law. In the event of the Firm’s insolvency, its fund administrator will continue to administer and manage your investments.
Unless otherwise arranged, we will provide and receive certain communications in connection with the Services, exclusively in electronic form. These communications lude, but are not limited to, (1) agreements and policies required to use the Services, (2) Transaction Documents, (3) disclosures, notices, elections, waivers, and consents (4) payment authorizations and transaction receipts or confirmations, (5) account statements and history, and (6) and all federal and state tax statements and documents. We may also use electronic signatures and obtain them from you.
Your agreement to these Terms confirms your ability and consent to receive communications electronically from PreIPO Corp, rather than in paper form, and to the use of electronic signatures in our relationship with you. If you choose to opt out or withdraw your consent, please make arrangements by contacting PreIPO Corp. You have the right to receive any communication in paper form at no charge to you, within 180 days of the communication, and to opt out or withdraw your consent for electronic communications and/or signatures. To do so please email info@PreIPO.com , call PreIPO Corp client services, or write to PreIPO Corp, 309 Fifth Ave, New York, NY 10016, USA. Should you withdraw or withhold consent, it may take us a reasonable period to process your request, after which we may not be able to continue offering access to some or all of the Services.
To ensure that our communications reach you, please make sure your contact information, luding among other things your email address and phone number, remain current.
You authorize PreIPO Corp to share your identity and account data with Stripe for the purposes of opening and supporting your Stripe account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Stripe account through the PreIPO Corp Platform, and Stripe account notifications will be sent by PreIPO Corp, not Stripe. PreIPO Corp will provide support for your Stripe account activity through its regular telephone, email, and online customer support facilities.
All communications between us with respect to these Terms may be made either by: (i) email delivered to your and our most recently updated email address, (ii) any private messaging feature that is implemented on the Site, (iii) personal delivery, or (iv) delivery via a nationally recognized bonded express courier service.
No joint venture, partnership, or agency relationship exists between you, PreIPO Corp or any third-party provider as a result of the Terms or use of the Site or Services.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be construed consistent with applicable law and the remaining provisions shall be enforced to the fullest extent under law. The failure of PreIPO Corp to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PreIPO Corp is in writing.
Other than the PreIPO Corp affiliates there are no third-party beneficiaries of these Terms. Your agreement with the Broker, if any, shall be on its own merits and not with respect to these Terms. You may not assign these Terms, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. All of the rights and obligations of PreIPO Corp under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Our rights under these Terms will survive any termination of these terms.
Headings are for convenience only and are not part of the agreement between the parties.
If you have any questions regarding these Terms, please contact us at info@PreIPO.com or at PreIPO Corp, 309 Fifth Ave, New York, NY 10016.
Version 2.1, Revision 4
PreIPO does not (i) advise parties on the merits of a particular transaction, (ii) assist in negotiation, transaction, or financial dealings between users or with the issuer of company shares, (iii) assist in the fair market value of any security or investment, or (iv) provide legal, tax or advisory services to its users. An offer or solicitation can be made only through the delivery of the final offering and purchase document(s) and will be subject to the terms and conditions and risks delivered in such documents. Valuations are approximate based on analysis of data that has been publicly disclosed. The public information incorporated into PreIPO’s analysis may be incomplete and has not been independently corroborated by PreIPO. There may exist material non-public information that impacts valuation. Valuations are intended to be illustrative rather than definitive and are subject to change. Investors should conduct their own research and analysis on companies of interest and should not rely on PreIPO’s analysis. Valuation and capitalization table data has not been confirmed or approved by the issuer or any specialist valuation experts. Any graphs may deviate from linear scale for presentation purposes. Outstanding share count is based on available public data and assumes a fully distributed option pool. Any information relating to fully diluted shares outstanding, or other company-related financing or capitalization information, are estimates only and should be independently verified by each user in connection with any investment opportunity.
All investment opportunities are based on non-binding indications of interest from sellers and will need to be confirmed. Opportunity size and price-per-share figures do not include transaction fees or fees charged by PreIPO Corp.
Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk and should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no assurance that your investment objectives will be attained or guarantee that a market will develop for such securities. Each investment also carries its own specific risks and you should complete your own independent due diligence regarding the investment, including obtaining additional information about the company, opinions, financial projections and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment. Inherent, actual or potential conflicts of interest may exist between you and PreIPO.
Under no circumstances should any person make trading decisions based solely on the information provided on PreIPO. We are not a qualified financial advisor, and you should not construe any information discussed herein to constitute investment advice. It is strictly informational in nature. You are solely responsible for making your own investment decisions and any consequences relating to such decisions.
PreIPO makes no representation or warranty or guarantee as to the completeness, accuracy, timeliness or suitability of any information contained within any communication from PreIPO nor that it is free from error. Past performance is not indicative of future results. PreIPO does not accept any liability (whether in contract, tort or otherwise whatsoever and whether or not PreIPO has been negligent) for any loss or damage (including, without limitation, loss of profit), which may arise directly or indirectly from the use of or reliance on such information. While the information provided has been obtained from sources believed to be reliable, PreIPO does not attest to its accuracy or completeness. PreIPO reserves the right to change any source without restriction or notice.
PreIPO is not responsible for any errors, omissions, or representations on any of its web pages or on any links to other web pages contained on such pages. The site contains material submitted by third parties. These third parties are solely responsible for ensuring that the materials submitted comply with all legal requirements. PreIPO makes no warranty that the contents of the site are free from infection by viruses or any other contaminating or destructive properties and shall have no liability in respect thereof.
PreIPO offers standard forms of agreement that may be digitally signed by the buyer and seller as part of the transaction process. Forms of agreement are made available on an ‘as-is’ basis. PreIPO is not acting as legal counsel to any party and use of any form of agreement, whether made available on the PreIPO marketplace or otherwise, does not constitute the provision of legal advice by PreIPO to any person. Users are solely responsible for their use of PreIPO forms of agreement and should read these important disclaimers before initiating the transaction process. PreIPO strongly recommends users consult their legal or financial advisors prior to entering into any agreement.
Transactions initiated on PreIPO generally require the buyer and seller to enter into additional agreements, including commission agreement with PreIPO Corp and an escrow agreement with a third-party provider for escrow of the buyer’s funds and evidence of the seller’s ownership of securities. Most issuers of securities require the buyer and seller to enter into a stock transfer agreement with it before the issuer agrees to process a change in ownership of its securities on its books and records. Contact a transaction specialist for additional information.
Each buyer and seller in a PreIPO facilitated transaction is solely responsible for making his, her or its own legal determination about the availability of an exemption from applicable securities laws. Only accredited investors may purchase securities on PreIPO.com.
PreIPO is not registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”), any state regulator or any other regulatory body. Nothing contained on the PreIPO.com platform may be construed as investment advice and use of the PreIPO marketplace constitutes explicit agreement that any use of the PreIPO marketplace is qualified by your understanding and acceptance of the foregoing disclaimer. Information about companies presented on PreIPO is provided by third-party sources, including user submitted comments and documents. PreIPO makes no effort to verify the accuracy of any information and does not warrant the truthfulness or completeness of any company information viewable on the site. PreIPO expresses no opinion as to the suitability of any transaction for any person contemplating a PreIPO facilitated transaction. Any person contemplating a PreIPO facilitated transaction should make his, her or its own independent investigation of the suitability of any proposed transaction based on the facts and circumstances of such person’s financial situation, and PreIPO strongly recommends consultation with legal or financial advisors prior to initiating a transaction on PreIPO. PreIPO neither holds nor gives any opinion about the value of any company or that company’s securities.
In order to help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity with whom PreIPO conducts securities transactions. In addition to asking you for your name and address and other identifying information, we may also request other identifying information and documentation.
No contract can be entered into on this site and no transaction is processed or cleared by PreIPO Corp. Any securities transactions, when approved, will be handled through a licensed broker- dealer affiliated with PreIPO Corp
Content on this site is provided for informational purposes only, and no guarantee is made as to the completeness, reliability or accuracy of the information. The site and service are open only to qualified, approved participants. The site is intended for sophisticated private equity shareholders, for owners of other private equity securities and interests, and for persons who are “accredited investors,” all of whom must pass PreIPO’s vetting process and meet any other qualifications required by U.S. securities laws and regulations, and any other applicable laws and regulations.
Pricing data on this site does not necessarily reflect actual current market prices or the value you would receive upon sale of such assets. The information displayed does not represent a commitment by PreIPO to transact at those prices, or at any price, in the future. Your assets, when sold, may be worth more or less than the original cost to you. Certain assets may be illiquid and unavailable for sale at any price.
PreIPO is not affiliated with, sponsored by, or endorsed by any of the companies listed, described, or featured on its site as being issuers of pre-IPO stock, and the use of any such issuer’s logos or trademarks does not imply any endorsement of PreIPO or PreIPO services. The marketplace does not represent current relationships or agreements that PreIPO has with the companies listed herein. The marketplace is representative of the supply of shares that have been made available for purchase on our platform.
PreIPO Corp is required to provide to you information regarding the Public Disclosure Program for investors.
Created by FINRA in 1988, the Public Disclosure Program allows you, the investor, to learn about the professional background, business practices, and conduct of FINRA member firms and their brokers. To request disclosable information under this program, visit the FINRA Regulation Web site at www.finra.org or call (800) 289-9999, a toll-free hotline operated by FINRA.
In addition, please note that there is a Public Disclosure Program Brochure available to you as well. This brochure helps you answer questions pertaining to the Public Disclosure Program, and is available on FINRA’s Web site.
PreIPO Corp is required to provide to you information regarding the Securities Investor Protection Corporation (SIPC).
Created by Congress in 1970, the SIPC is an important part of the overall system of investor protection in the United States. The SIPC’s focus is very narrow: restoring funds to investors with assets in the hands of bankrupt and otherwise financially sound troubled brokerage firms.
You can obtain information about SIPC, including obtaining the SIPC brochure, by contacting SIPC by phone, email or regular mail as follows:
Securities Investor Protection Corporation
805 15th Street, N.W. Suite 800
Washington, D.C. 20005-2215
Telephone: (202) 371-8300
Fax: (202) 371-6728