Terms and Conditions

ChangeMakers Ventures Membership Agreement (for First 100 Members)

Introduction
ChangeMaker Ventures intends to build the most powerful and connected network for mission-driven humans who create a legacy for themselves, their families, and generations to come by investing in early-stage tech companies that are solving every inefficiency that exists in the world.

  • Fee: Annual fee of $2,500 to become a member in ChangeMaker Ventures, LLC (“CMV”) and have access to the password protected website www.changemaker.ventures
  • Money-back Guarantee: On January 1, 2021, you will receive an email with login details to our membership website. We offer a 30-day money-back guarantee on the membership only. As a Founding Member your membership benefits start on January 1, 2021 and your 30-day money-back guarantee will expire on January 31, 2021. If you are not completely satisfied, you can request a refund emailing team@changemaker.ventures. After January 31, 2021, no refunds will be issued.
  • Renewal: Membership will renew automatically on January 1 annually, unless 30 days or more prior to such the renewal date, the Member sends an email to team@changemaker.ventures to let us know that you no longer wish to be a Member.
  • Accredited Investor: By signing this Membership Agreement, you are representing to CMV that you are an Accredited Investor (see the Terms of Service Agreement for the definition of Accredited Investor).
  • Access to Password Protected Website: Members will have access to the CMV website and the password protected portions of that website. CMV will send you the information needed to access the website on January 1, 2021.
  • No Additional Investments Required: Members are not required to make any additional investments other than their annual fee. Members will be provided with information on potential portfolio company investments through their access to the password protected website.  
  • Terms of Service Agreement: By paying the annual membership fee and signing this Membership Agreement, you are also agreeing that you have received and read the Terms of Service Agreement and agree to be bound by the obligations and responsibilities contained in that agreement.  
  • Privacy and Cookies Policy: By paying the annual membership fee and signing this Membership Agreement, you are also agreeing that you have received and read the Privacy and Cookies Policy and agree to be bound by the obligations and responsibilities contained in that agreement.
  • Referral Agreement: You understand that you will have the opportunity to sign the Referral Agreement if you are interested in referring potential members to CMV.

I agree and understand I am signing a contract and commitment. By signing this Agreement I am also acknowledging that I have read and will be bound by the Terms of Service Agreement, The Privacy and Cookies Policy and, if applicable, the Referral Agreement (the “Ancillary Agreements”). I also acknowledge and accept that these Ancillary Agreements are subject to change by CMV and any such changes will be posted on the website. Your continued use of the website constitutes acceptance of any such changes.

By signing up at www.changemaker.ventures I am agreeing with this agreement.  

Terms of Service Agreement

Last updated: December 7, 2020 

Introduction

ChangeMaker Ventures intends to build the most powerful and connected network for mission-driven humans who create a legacy for themselves, their families, and generations to come by investing in early-stage tech companies that are solving every inefficiency that exists in the world.

These terms and conditions govern your use of this website. By accessing this website, you are acknowledging and accepting these terms of use. These terms and conditions are subject to change by ChangeMaker Ventures, LLC. (hereinafter “Company” or “ChangeMaker Ventures”) at any time and at our discretion without notice. Your use of this website after any changes are implemented constitutes your acceptance of the changes. As a result, we encourage you to consult the terms and conditions each time you use this website.

The website 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 website is prohibited. Persons in respect of whom such prohibitions apply must not access the website. 

Capitalized terms used herein are defined in Section XIII (Definitions) of this Agreement.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION XI (ARBITRATION) BELOW FOR DETAILS REGARDING ARBITRATION.

Table of Contents

I. General Securities Principles
II.  User Obligation
III.  Privacy and Protection of Personal Information
IV.  Company Services and License
V.  Reservation of the Company’s Rights
VI.  Limits on the Company’s Obligations
VII.  Copyright Policy
VIII.  Term and Termination
IX.  Disclaimers; Limitations; Waivers of Liability
X.  Disputes with Others
XI.  Arbitration
XII.  Miscellaneous
XIII.  Definitions 

I. GENERAL SECURITIES PRINCIPLES

The securities laws applicable to private company finance are complicated and occasionally ambiguous. In general, they are designed to protect unsophisticated people from making poor investment decisions. Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption. Generally, startup ventures use one or more of the “private placement” exemptions because they allow for the raising of capital without complying with the costly and time-consuming registration process. One of the requirements of the private placement exemption is that neither the company which is offering its securities nor any person acting on such issuer’s behalf may offer or sell the securities by any form of “general solicitation”, except where, as provided under Rule 506(c) of Regulation D, the issuer has taken reasonable steps to verify that all of the investors in the offering are Accredited Investors. Furthermore, many states and foreign countries all have their own regulations governing securities transactions that must be observed. Investors from Canada must also satisfy certain conditions to create Investor accounts. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the website.

II. USER OBLIGATIONS / ORDER AND REFUND POLICIES

a. 
To Act Responsibly. You are promising to act responsibly – which means:
    i. You are making the following Promises: 

         1. Requirements to Use the Services.
                1a. 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 as a member in the Company violates provisions of the law to which you are subject, you will cease using the website and close your account;
               1b. That you are at least 18 years old. If you are not at least 18 years old, you are not permitted to access this website for any reason;

              1c.  That you shall not use a false or deceptive name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
               1d.  That you will update your registration information with the Company as needed so that it remains true, correct and complete; and

               1e. That you will conduct yourself in a professional manner in all your interactions with the Company and with any other member of this website. 

          2.  Requirements related to Portfolio Companies that May Appear on the ChangeMaker Venture Website.
                2a.  That you will only invest in a Portfolio Company or other product offered through the website after carefully reviewing and assessing the terms of the investment, including the related disclosure documents, subscription agreement, risk factors and organizational documents as well as any information provided by such Portfolio Company;

                2b.  That you will use your own judgment before making any decision to invest involving what is to you a material amount of money;

                 2c.  That you will be solely responsible for complying with applicable law regarding any transaction, including only investing in those Portfolio Companies that you are lawfully able to in accordance with the terms of local and federal law (whether the law of a U.S. state or of any foreign government with jurisdiction over you);

                 2d.  That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice (i.e., get a good startup attorney); and

                 2e.  That you understand the discussion of risks generally in investing in a start-up, and that you are otherwise aware of the risks of making angel investments.

    ii. You are promising not to:
         1.  Expect the Company to evaluate, confirm or otherwise stand behind any Portfolio Company’s statements and you acknowledge that the Company is not recommending any investment but providing a platform to its Members so that each individual Member can determine the merits of the investment for him/herself and make an investment decision accordingly;

        2.  Treat any content, email or other information you receive as a result of your access to the Services (the “Information”) as a recommendation or representation of any kind by the Company, an affiliate of the Company or any employee, officer, director, representative or other agent of the foregoing (each a “Company Person”) on which you should rely unless such Information has been expressly identified by a Company Person in writing as Information you can rely upon;
 
       3.  Claim any ownership or other proprietary right in any material, software or other intellectual property displayed on, published by or otherwise available through the website or by the Company;

       4.  Copy or distribute Content except as specifically allowed in this Agreement;
       5.  Use any Content, or other information acquired from Company Persons, or Portfolio Companies, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company; or
        6.  The Company is not a registered broker, dealer or investment adviser with the SEC and no Company Person is a registered with FINRA and as such no Member will pay any fees that could be considered brokers fees or finders fees to any Company Person that might lead the Company to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter.

b. Indemnify Company 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 the Company website.

     i.  Indemnity. You agree to indemnify and hold the Company and any Company Person harmless (including against costs and attorneys’ fees) from any liabilities, losses, damages, costs and expenses (including attorneys’ fees and expert fees) arising from or related to any claim or demand made by any third party due to or arising out of your access to or use of the Services or the website, the violation of this Agreement by you, or the infringement or misappropriation by you, or any third party using your account, of any intellectual property or other right of any person or entity. 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 agree that the provisions in this paragraph will survive any termination of your membership or the Services.
    ii.  Release. You hereby release any claims you may have against Company and any Company Person that are in any way related to the Services, your use of the Content or your decision to invest in a Portfolio Company. You are solely responsible for your use of the Services, and for any consequences thereof.
   iii.  Company Employees and Affiliates. You understand that Company Persons may participate in Portfolio Companies as employees, officers, directors or consultants and that the Company is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.

c. Confidentiality. By becoming a Member of ChangeMakers Venture, or otherwise using the Services or viewing content made available through this website 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 website or the Services.

d. Order and Refund Policies. Upon sign up, you will receive an email with login details to our membership website. We offer a 30-day money back guarantee on the membership only. If you are not completely satisfied, you can request a refund within 30 days of the date that you placed your order. If you are a Founding Member, please see the amended Membership Terms. Please email team@changemaker.ventures. 

III. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

a. Privacy & Cookies Policy. The Company values your privacy. Please review our Privacy & Cookies Policy (Jared create a hyper link to the Privacy doc to learn more about how we collect and use information about you via the Services. The Privacy & Cookies Policy explains how the Company treats your personal information and protects your privacy when you access the website and use the Services.

b. Amendments to the Privacy & Cookies Policy. We may amend the Privacy & Cookies Policy at any time in our sole discretion, effective upon posting the amended Privacy & Cookies Policy at the domain of www.changemakers.ventures where the prior version of the Privacy & Cookies Policy 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 Privacy & Cookies Policy is published will constitute consent to such amendments to the extent they do not have retroactive applicability.

IV. COMPANY SERVICES AND LICENSE

a.  License to Use the website and Service. All rights, title, and interest in and to the website and Services is and will remain the exclusive property of the Company and its licensors. The website and 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 Company name or any of the Company trademarks, logos, domain names or other distinctive brand features. 

b. All Members Investing In One or Multiple Portfolio Companies Must Execute an “Accredited Investor Questionnaire”. We require all Members of the Company who decide to invest into a Portfolio Company to execute an Accredited Investor Questionnaire. We have designed the questionnaire to make Investors think about whether they really are accredited and sophisticated, but we do not verify the representations they make.

V. RESERVATION OF THE COMPANY'S RIGHTS

a.  Right to Discontinue the Services. The Company 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. 

b. Right to Terminate Member Access. The Company reserves the right to terminate your access to the Services if you violate this Agreement without notice. 

c. Right to Refuse or Cancel Membership. The Company has the right to refuse registration of or cancel your membership account in its discretion for any reason or for no reason. We also reserve the right to access, read, preserve, and disclose any information (including Content) 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 Company, its users and the public.
d. 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 your membership if it believes, in its sole discretion, that you have violated this Agreement. 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.

e. Comments, Feedback, Suggestions, Ideas, And Other Submissions. The Services may invite you to chat or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content to the Company or to/via the Services. Any such material you transmit to the Company or otherwise through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to the Company in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with the Company, is hereby licensed by you to the Company on a nonexclusive, worldwide, royalty-free, perpetual, transferable and fully sublicensable basis. For more information, see our Privacy & Cookies Policy.

VI. LIMITS ON THE COMPANY'S OBLIGATIONS

a.  Introductions. We are not obligated to introduce you to any Portfolio Company but it is the intent of the Company to provide such introductions.

b.  Verifying Due Diligence. We are not responsible for doing diligence on the Portfolio Companies or verifying any representations, materials or other information provided by such Portfolio Companies to you.

c.  Verifying Accredited Investor Status. We are relying on your representation that you are an Accredited Investor and the password protected portion of the website are not a general solicitation of investors to invest in the Portfolio Companies. 

d.  No Recommendations. We do not recommend any startups for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by startups on our website or in our emails. In particular, we do not act as an investment adviser to any Member and no part of this website is intended to constitute investment advice.

e.  Client Confidentiality. We are not obligated to maintain the confidentiality of any Content you give us, other than Locked Information, and with respect to Locked Information, we are not obligated to protect it other than by designating it as such.

f.  Business Opportunities. In the event that the Company or a Company Person invests in any business, we are not obligated to make that investment opportunity available to anyone else.

g.  No Endorsement of Content. The Company does not control or endorse the Content, messages or information found in the Services or external websites that may be linked to or from Company and, therefore, the Company specifically disclaims any responsibility with regard thereto.

h.  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.

VII. COPYRIGHT POLICY

You acknowledge and agree that all content and materials available on this website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by the Company, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content.

As noted above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on this website is strictly prohibited without the express written permission of the Company. For information on requesting such permission, please contact us at team@changemaker.ventures.

VIII. TERM AND TERMINATION

Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the website or Services. Subject to the last sentence of this Section VII, you may terminate this Agreement at any time by providing notice to the Company that you are terminating your membership in the Company. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Your representations in this Agreement and the provisions of Section II (User Obligations), Section XI (Arbitration) 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.

IX.  DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY

a. YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE WEBSITE AND 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, BUG-FREE 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 (INCLUDING NEGLIGENCE) AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. 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 website or 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 website or 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 the Company. The Company 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 website, Services or any Content. You also agree that Company 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 Company 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.

X.  DISPUTES WITH OTHERS

a.  If you have a dispute with other Members or the Portfolio Companies, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.

XI.  ARBITRATION

a.  Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (or the breach, termination, enforcement, interpretation or validity thereof) (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to team@changemaker.ventures, or send us a letter at: ChangeMaker Ventures, LLC., P.O. Box 896, Pine Brook, NJ. The Company will send its notice to your address as set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by you in connection with your use of the Services.

b.  Binding Arbitration at Option of Either Party. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration, and not in a class, representative or consolidated action or proceeding. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to Section IX of this Agreement (Disclaimers; Limitations; Waivers of Liability), the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.

c.  Restrictions/No Class Actions. You and the Company agree that any claim brought in connection with a Dispute, whether resolved through arbitration or not, will be brought between the Company and you individually, and that you may not assert any such claim against Company as plaintiff or class member in any purported class or representative proceeding. To the fullest extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute between you and the Company is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any Dispute in a purported representative capacity on behalf of the general public, other users of the Services or any other persons. If this specific provision is determined to be unenforceable, then the entirety of this Section XI (Arbitration) will be null and void.

d. Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; and (2) any claim for injunctive relief.

e. Effect of Changes on Arbitration. Notwithstanding the provisions of Section XII.c (Amendments to this Agreement) below, if the Company changes any of the terms of this Section XI (Arbitration) after the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement), you may reject any such change by sending us written notice (including by electronic mail to team@changemaker.ventures) within 30 days of the date such change became effective, as indicated in the “Last Updated” date below or in the date of Company’s email to you notifying you of such change (whichever is earlier. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the terms of this Section XI (Arbitration) as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement).

f.  The party prevailing under this Arbitration Section shall be entitled to recover all expenses, including reasonable attorney fees.

XII.  MISCELLANEOUS

a.  Availability of Services.

     i.  The Company operates and controls the website and Services from its offices in the United States. The Company makes no representation that the website or 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.ChangeMaker.Ventures 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 internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law’s provisions) regardless of your location except that Section XI (Arbitration) of this Agreement shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce an arbitration award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in Newark, New Jersey, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon a party if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by the relevant party to the Company in connection with its use of the Services. With respect to any Disputes not subject to informal dispute resolution or arbitration (as set forth above), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Newark, New Jersey and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in New Jersey. To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this section shall remain in full force.

e.  Waiver and Severability.

     i.  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.
     ii.  You and the Company agree that if any portion of this Agreement, except any portion of Section XI.c (Restrictions/No Class Actions) is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which shall continue to be in full force and effect. If Section XI.b is found to be illegal or unenforceable, then neither you nor the Company will elect to arbitrate any Dispute falling within that portion of Section XI.b found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within Newark, New Jersey and you and the Company agree to submit to the personal jurisdiction of that court.

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. Any attempted assignment in contravention of this provision will be null and void.

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 website 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.

i. Statute of Limitations. You and the Company both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, this Agreement or our Privacy & Cookies Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

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 you or any other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to Content offered through the website.

k.  California Users and Residents. Under California Civil Code Section 1789.3, California users of the website and Services receive the following specific consumer rights notice: “The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.”

XIII.  DEFINITIONS

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 website 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 website. Specifically, references to “Accredited Investors” accessing this website 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 Company 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 Company, unless you have been specifically allowed to do so in a separate Agreement with Company (note crawling the Services is permissible in accordance with this Agreement, but scraping the Services is expressly prohibited without the prior consent of Company);
   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 website. 

d.  “Information” means content, email or other information you receive as a result of your access to the website and the Services it provides.

e.  "Locked Information" means, all information acquired by, through or in connection with your use of the Services or the website that was provided by another person and which is identified as “Locked” in any manner reasonably designed to identify the character of such information.

f.  “Member” means an accredited natural person who signs up and pays membership dues to ChangeMaker Ventures.

g.  “Portfolio Company” means a privately owned early-stage tech company inside of the CILA Labs (Parent Company of ChangeMaker Ventures)’s portfolio looking for a group of angel investors to provide financing directly into the Portfolio Company.

h.  "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 company (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.

Accredited Investor Definition
Rule 501 of Regulation D (SEC Rules)

1. an individual who has an individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase. Any net equity in the person’s primary residence must be excluded, but if the home is “under water” the net liability must be deducted;
2. an individual 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;
3. a charitable organization, corporation, or partnership with assets exceeding $5 million;
4. a business entity in which all the equity owners are accredited investors;
5. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes;
6. a director, executive officer, or general partner of the company selling the securities;
7. a bank, insurance company, registered investment company, business development company, or small business investment company; or
8. 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.