SAFT Launch Terms of Service
The following Terms of Service (the "Terms") govern your use of saftlaunch.com (the "Site") and the associated services and software (collectively the "Services").
The Services are not directed to any person or corporation in any jurisdiction where the publication or availability of the Services is prohibited. Persons or corporations in respect of whom such publication or availability prohibitions apply must not access the Site.
SAFT Launch LLC, a Delaware limited liability company ("we", "us" or “SAFT Launch”) is the operator of the Site. SAFT Launch is not a broker-dealer or an investment adviser and is not engaged in the business of selling securities or providing investment advice. SAFT Launch provides a community for investors and companies to meet and discuss investments. All investments resulting from a person’s use of the Services are made independent of SAFT Launch and are completed directly between the Company and the Investor. Companies and Investors should obtain their own professional advice should they have any questions about a potential transaction.
If you are using the Services on behalf of a company, group or organization, you agree to these Terms on behalf of that company, group or organization and represent that you have the authority to do so (and in that case, "you" refers to that group or organization).
Overview of SAFT Launch Services
(a) The Site provides a community for investors (“Investors”) to research and communicate with companies seeking investments (“Companies”). Through our user portal, users can track the status of certain offerings, review agreements, and learn ways to contribute to projects. The Site also offers Companies a way to connect with Investors by posting or distributing information and other materials about the Company on or through the Services (such information “Company Content”).
(b) SAFT Launch is under no obligation to introduce any Investor to any Company, or to introduce any Company to any Investor. SAFT Launch is under no obligation to, and in fact may not, engage in due diligence on any Investor or Company, including any potential Investor or Company, or to verify any information, representations or materials provided to SAFT Launch by an Investor or Company, including any Company Content provided through the Services.
(c) You understand and agree that persons who may be affiliated with SAFT Launch (such persons, “Associated Persons”), including owners and employees of SAFT Launch, may act as Investors or Companies on the Site and that SAFT Launch is not responsible for any actions, communications or other activities any such Associated Person makes as an Investor or Company.
(d) You agree that SAFT Launch may, in its sole discretion, stop providing the Services and may discontinue the Site at any time without liability to you.
Opening An Account on the Site
(a) You can only use the Site if you can form a legally binding contract with us under the laws that apply to you, according to your location.
(b) If you are an Investor, by joining the Site you represent that you are a sophisticated investor with personal or professional experience assessing the long term business prospects of early stage companies. You also represent that you understand the risks of investing in early stage companies and new industries, including the high likelihood of loss and long periods of illiquidity. In addition, if you are an Investor, you represent that you are an Accredited Investor, as defined in Rule 501 of Regulation D, and are sophisticated enough to protect your own interests. You may be required to complete an accredited investor questionnaire and we may restrict your access to the Services pending our review of the completed questionnaire.
(c) If you are a Company, by joining the Site you represent that, with regards to all Company Content that you post to, or otherwise make available through, the Services, you are the owner of, or sufficient rights in, the Company Content such that SAFT Launch may display or provide such Company Content through the Services.
(a) You represent that any information you provide to SAFT Launch, including any Company Content, is true and correct. You further agree that you will promptly update us in the event any information you previously provided is no longer accurate or where you discover information previously provided was inaccurate when provided.
(b) By using the Services you assume sole responsibility for all activity taking place in your account, and for safeguarding any passwords or other credentials used to access the Site (“Access Methods”).
(c) By using the Services, you agree that you will not:
• Violate these Terms;
• Violate any applicable law, including any securities or tax law, in any way;
• Interfere with us or the operation of our services, or disrupt any user, host, or network;
• Try to access another user's account without explicit permission, or access your account using a method other than the interface and instructions provided by us;
• Copy, distribute, or disclose any part of the Services by any medium, reverse engineer or attempt to extract the source code of our software, claim any ownership rights, or sell, trade, resell or otherwise exploit for any unauthorized commercial purpose or transfer any of our property;
• Breach or circumvent any security or authentication measures, or probe, scan, or test any system or network for vulnerabilities.
(d) If any of your Access Methods are lost, stolen or compromised, you will immediately notify SAFT Launch. You will be solely responsible and liable for all acts or omissions of any person accessing or using the Site or the Services via your Access Methods.
(e) In our sole and exclusive discretion, we may terminate, revoke, suspend, modify or change any or all of your Access Methods at any time without prior notice and without liability to you. You agree that you will immediately cease using the Site and delete your account in the event your use of the Site would violate any law applicable to you.
Investors’ Use of the Site
(a) You represent and warrant that:
• You are aware that SAFT Launch is not a party to any simple agreement for future tokens (“SAFT Agreement”) or token purchase between you and a Company and that we are not liable for the delivery of any product or token under any agreement between you and the Company;
• You are aware that investing in early stage companies involves a particularly high degree of financial risk, including the risk of loss of the investor’s entire investment amount;
• You will review any risks identified in any SAFT Agreement provided to you by a Company;
• You will not treat any content on the Site or any communication sent through the Services as information on which you should rely in making an investment unless specifically stated otherwise;
• You are aware that investing in early stage companies, entering into SAFT Agreements and the purchase of tokens involves a high degree of regulatory and tax uncertainty and that you have obtained the necessary professional opinions from licensed advisors; and
• You are aware that Companies often operate in a highly competitive and technology driven fields.
(b) You agree that SAFT Launch in no way recommends investing in any Company. In the event the Services contain any investment overview, such overview will be a summary which is not intended to purport to be complete, and you should review all materials provided to you by the Company prior to entering into any investment.
(c) You acknowledge and agree that you will comply with, and are solely responsible for compliance with, all laws, rules and regulation applicable to any investment resulting from your use of the Services and that you will not act as an underwriter or distributor in connection with any investment resulting from your use of the Services. You further agree that you will not engage in activities that would require any offering by a Company to be registered under the Securities Act of 1933, as amended (the “Securities Act”).
(d) Where a Company has noted that it is attempting to rely on the Regulation S safe harbor, you agree that you will not originate a buy order in connection with that Company’s Regulation S offering while you are present in the United States.
(e) You agree that you will treat any Company Content you receive through the Services as confidential and will not republish any Company Content without the consent of the relevant Company. You understand that you may not be able to view every Company that meets your investing criteria as communicated to SAFT Launch.
Companies' Use of the Site
(a) You agree that SAFT Launch is not obligated to post any Company Content provided to it, and may in its sole discretion elect not to post any Company Content or to remove Company Content previously posted to the Services without any liability to you.
(b) You agree that by providing us Company Content that you are granting SAFT Launch a license to display the Company Content on or through the Services. SAFT Launch is under no obligation to treat any Company Content as confidential.
(c) Unless you specifically designate Company Content as only being available to certain types of Investors or users, SAFT Launch will make the Company Content available to all users of the Services. SAFT Launch may not be able to restrict access to Company Content in accordance with your instructions, and will not be liable for any failure to restrict access to any Company Content.
(a) The securities sold by companies that are members of this Site have not been registered under the Securities Act, in reliance on the exemptive provisions of Rule 506 of Regulation D or the safe harbor provided by Rule 903 of Regulation S. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state or foreign securities commission or other regulatory authority (each, a “Regulatory Authority”) has approved, passed upon or endorsed the merits of any offering on this Site. SAFT Launch does not sell or offer securities in any form, rather it solely offers a platform for companies and investors to connect and form a community. SAFT Launch is under no obligation to verify the accredited investor, U.S. person or other status of any Investor or whether (i) use of the Site constitutes a general solicitation of securities under the securities laws of the United States or the laws of any state or other jurisdiction, including any foreign jurisdiction, (ii) any transaction resulting from use of the Services constitutes an “offshore transaction” under Regulation S, (iii) use of the Services constitutes directed selling efforts in the United States under Regulation S or (iv) any offer or sale resulting from use of the Services complies with the laws of any foreign jurisdiction.
(b) Investors are encouraged to consult with professional tax, legal and financial advisors before making any investment in any company that is a member of the Site. Additionally, your conduct may be governed by the laws, rules and regulations of the state(s) or foreign jurisdiction(s) in which you are located or are a resident. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site.
(c) In the event a Regulatory Authority alleges or determines that any offering or sale resulting from your use of the Services should have been registered under the rules and regulations of the Securities Act or other rule or regulation, you agree that SAFT Launch shall not be liable for any loss, liability, claim, demand, damages, costs or expenses (“Losses”) that you may incur. You further agree that you will indemnify us, in accordance with Section 12 of these Terms, for any Losses we may incur in connection with such allegation or determination.
Security and Privacy
(a) You acknowledge that you provide your personal information at your own risk. You agree that, in the event you are a Company, that while SAFT Launch may provide you with filters intended to limit those Investors that may access or view your Company Content, the filters provided by SAFT Launch may nevertheless fail to restrict access to your Company Content.
Content and Property
(a) The Services, including all components, patents, trademarks, service marks, copyrights, know how, software, text, design, graphics, logos and all intellectual property rights related thereto (including, for the avoidance of doubt, Company Content and other information provided through the Services), are provided to you solely for your internal use and benefit in accordance with these Terms. You will not sell, lease or provide (other than to your customers if you are an Intermediary), directly or indirectly, the Services or any part thereof to any third party. The Services and all information on or relating thereto are confidential and proprietary, are owned by us or our licensors and are the subject of valuable intellectual property rights protected under the laws of the United States of America and various copyright laws and treaty provisions throughout the world. These Terms do not provide you with any rights to use our trademarks, logos, domain names, or any other brand features. You receive no right, title or interest in or to the Services, except as expressly permitted by these Terms.
(b) You may choose to give us feedback about the Services, including ideas and improvements. By providing such feedback, you agree that SAFT Launch is free to use any such feedback (or a similar concept developed internally by SAFT Launch or obtained from another source) or share it with others, at any time, and you will not be entitled to any compensation or recognition for SAFT Launch’s usage of your feedback.
Third-Party Content; Links to Other Websites
(a) The Services may contain links to other websites. Unless otherwise specifically stated, we do not control or endorse such other websites.
(b) We assume no responsibility for the content of any websites to which we link or the Company Content we provide through the Services and disclaim liability for any and all forms of loss or damage arising out of the use of such other websites or your reliance upon any Company Content.
Representations and Warranties
(a) While we make our best efforts to provide you with satisfactory services, we can't promise that there will never be problems. The Services are provided to you on an "AS-IS" and "AS AVAILABLE" basis, to be used at your own risk and responsibility. To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, we do not warrant that the content is accurate, reliable or correct; that any defects or errors will be corrected; that the Services or any software will be available at any particular time or location, uninterrupted or secure; or that the Services or any software is free of viruses, malware or other harmful components. Any content downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be responsible for any damage to your device or system, or for any loss of data resulting from such download or use of the Services.
Limitation of Liability
(a) To the maximum extent permitted by law, in no event will SAFT Launch or its affiliates, officers, employees, agents, suppliers or licensors be liable for any indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, whether or not we have been warned of the possibility of such damages, and even if a remedy fails of its essential purpose or any claims, proceedings, liabilities, obligations, damages, losses or costs in any amount arising from your use of the Site or the Services or any content or other materials on or accessed through the Services, even if we are aware or have been advised of the possibility of such damages.
(b) Notwithstanding anything to the contrary contained herein, to the extent permitted by applicable law our liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us for the services you received through the Site and at no time shall our liability to you exceed $1000. You further acknowledge that if no fees are paid by you for the service, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from us, regardless of the cause of action.
(c) Certain federal and state laws do not allow the exclusion or limitation of certain damages or limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.
(a) You agree to indemnify and hold us and our affiliates, directors, officers, agents, contractors, partners and employees, harmless from and against any Losses, including attorney’s fees, arising out of or in connection with your use of the Services or the business you conduct in connection with the Services, or any violation of yours of these Terms.
Changes and Modifications
(a) We may, in our sole discretion, modify or update these Terms from time to time, so you should review this page periodically. When we change the Terms in a material manner, we will update the 'last modified' date at the bottom of this page. Your continued use of the Services after any such change constitutes your acceptance of the new Terms. If you do not agree to any of these or any future Terms, do not use or continue to access the Services.
(a) SAFT Launch may terminate these Terms at any time, provided, however, that your continued use of the Services will remain subject to the Terms. You may terminate these Terms at any time by deleting all Company Content that you have provided to the Site, deleting any account(s) you may have created and ceasing your use of the Services.
(a) Any provision that remains executory at the time of termination of these Terms shall survive termination. Without limiting the foregoing, the following provisions will survive termination of these Terms: Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 16, 17, 18.
Consent to Electronic Transactions and Disclosures
(a) By using the Services you agree to receive electronically all documents, notices, agreements and forms arising from or related to your use of the Services, including any agreement you may enter into with a Company or Investor (“Communications”). If, after you receive any tax related Communication electronically from SAFT Launch, you would like a paper copy of such Communication sent to you by SAFT Launch, you may request a copy within 180 days of the date the Communication was provided to you by contacting us as described below. We will send your paper copy to you by U.S. mail at a cost charged to for each such communication. In order for us to send you paper copies; you must have a current and complete address on file with SAFT Launch.
Governing Law and Arbitration
(a) By visiting or using the Services, you agree that the laws of the State of New York, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. You and SAFT Launch agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be exclusively be determined by confidential arbitration in New York before one arbitrator(s). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
(a) These Terms constitute the entire and exclusive agreement between you and us with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services.
(b) The headings in these Terms are for reference only and will not in any way modify or qualify the rights and obligations set forth herein. Where any form of the word “including” appears in these Terms, it will be interpreted as if followed by the phrase “without limitation.”
(c) Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
(d) You may not assign any of your rights in these Terms, and any such attempt is void, but the Terms may be assigned by us without restriction. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void.
(e) For any questions, comments or business ideas you may contact us at: [email protected]
Last Modified: November 12, 2017