Crowdfund Roundup Association LLC, (“CFR”), a Virginia Limited Liability Company d/b/a Equitize USA provides a global crowdfunding platform that offers businesses and projects around the world, access to accredited investors in the United States.
CFR and Equitize USA operate a funding platform (a website) at equitizeusa.com. Neither is registered or licensed as a broker-dealer, funding portal, investment advisor or investment manager in any state, district, county, territory or municipality within the United States, or in any other country or territory.
CFR and Equitize USA are not acting in a fiduciary capacity with respect to any company that lists an offering on the platform nor to any investor or prospective investor. CFR and Equitize USA disclaim any broker-client or advisor-client relationship with respect to any party.
CFR and Equitize USA do not provide legal, accounting, investment or tax advice. Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting and tax experts before listing on the platform or making any investment.
Companies listing on our platform are expected to comply with US securities laws. Offerings that are made pursuant to Regulation D will be made to accredited investors only.
Companies listing on our platform will be responsible to create the Offering and Marketing Materials that will be hosted on the website. All written Offering and Marketing Materials are subject to the prior review and approval of CFR and Equitize USA. Approval will not be unreasonably withheld or delayed.
Companies listing on our platform will be responsible for the costs of its own legal counsel and accountants, sales and marketing materials including videos and audio tracks as well as the costs of due diligence reviews, bad actor investigations, accredited investor determinations and escrow services performed by third parties.
Companies listing on our platform will provide us with all documents and information that we may request that support the business plan, representations, financial information and projections that are being provided to investors. CFR and Equitize USA charge a flat fee to all prospective listing companies to offset the costs of our internal review all of these documents. All fees collected are non-refundable.
CFR and Equitize USA retain the right to deny listing on the platform to any party for any reason. They retain the right to pause or terminate any offering before completion of the offering for any reason.
Companies listing on our platform will be asked to demonstrate that they have an adequate marketing plan for the offering. CFR and Equitize USA retain the right to deny listing on the platform to any party if its marketing plan is deemed insufficient.
Upon approval and payment of the Hosting and Licensing Fee the Listing Company will upload the Offering Documents, Marketing Materials and Purchase Agreement to the website and activate the “invest button” to allow prospective investors to execute the Purchase Agreement and to transfer funds to the escrow agent.
CFR and Equitize USA will use their commercially reasonable best efforts to keep the website online and operable on a continuing basis for the duration of the offering, except for routine maintenance and to maintain the overall security of the website and related infrastructure in order to protect confidential and personally identifiable information provided by issuers or prospective investors and to maintain and execute processes designed to prevent the introduction of malware, spyware, viruses and other corruption into the website.
All listing companies will indemnify, defend and hold CFR and Equitize USA harmless as well as their officers, directors, employees and agents, its licensors, service providers, and their respective affiliates, managers, agents and employees, from and against all third-party claims, damages and liabilities (including attorneys’ fees and expenses) (“Liabilities”), in connection with or arising out of (i) an Offering, including without limitation, Offering Materials; (ii) the inaccuracy of, or failure to comply with, any of Listing Company’s representations, warranties, and obligations; (iii) Listing Company’s gross negligence or willful misconduct; (iv) Listing Company’s failure to comply with applicable law, rules or regulations.
Disputes arising out of the use of the Equitize USA platform will be governed by and construed in accordance with laws of the Commonwealth of Virginia without reference to its choice of law principles. The parties agree that any controversy arising out of or relating to this Agreement or an Offering will be settled by arbitration under the American Arbitration Association, and its Supplementary Procedures for Securities Arbitration. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN AN ACTION ARISING FROM OR RELATING TO THIS AGREEMENT.