Terms of Use
MINNESOTA ANGEL NETWORK
TERMS OF USE
BioBusiness Alliance of Minnesota d/b/a Minnesota Angel Network (the "Minnesota Angel Network") provides a forum where start-up and emerging growth companies in Minnesota (the "Entrepreneurs") can receive education and become otherwise prepared to raise capital (the "Services") and be introduced to high net worth investors (the "Investors" and, together with the Entrepreneurs, the "Members" and each a "Member") through the AngelSoft® portal (the "Portal"), which is available at www.mnan.org (the "Site").
THESE TERMS OF USE (the "Terms") GOVERN THE TERMS AND CONDITIONS OF YOUR ACCESS TO THE PORTAL AND USE OF THE SITE AS WELL AS YOUR RELATIONSHIP WITH THE MINNESOTA ANGEL NETWORK AND YOUR USE OF AND ACCESS TO THE PORTAL AND SITE IS EXPRESSLY CONDITIONED UPON YOUR AGREEMENT TO BE BOUND BY THE TERMS.
PLEASE READ THESE TERMS CAREFULLY AND CONTACT THE MINNESOTA ANGEL NETWORK IF YOU HAVE ANY QUESTIONS OR REQUIRE MORE INFORMATION ABOUT ANY OF THE TERMS AND CONDITIONS. BY SIGNING THESE TERMS, OR IF ONLINE, BY CHECKING "I ACCEPT," YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THESE TERMS AND ARE AGREEING TO BE BOUND, IN ALL RESPECTS, BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU WILL BE PROHIBITED FROM ACCESSING THE PORTAL AND USING THE SITE.
The Terms are divided into three parts. Section A is applicable to Entrepreneurs only. Section B is applicable to Investors only. Section C is applicable to all Members. If you are an Entrepreneur, you should carefully read Sections A and C. If you are an Investor, you should carefully read Sections B and C.
Upon your agreement to the Terms, the Minnesota Angel Network grants to you a limited license to access and make personal use of the Portal, the Site and the Services. This license does not permit any right to resell or make commercial use of the Portal or Site. Further, you may not reproduce, duplicate, copy, sell, resell, visit or otherwise exploit the Portal or Site for any commercial purpose without the express prior written consent of an authorized representative of the Minnesota Angel Network. Any unauthorized use or access to the Portal or the Site will result in the immediate termination of this license without notice.
A. THIS SECTION A APPLICABLE TO ENTREPRENEURS ONLY:
1. Educational Resources. As a Member of Minnesota Angel Network, you will have access to the Services, which include educational resources and advisory services to prepare you to raise capital for your business. In connection with the receipt of these Services, you acknowledge and agree that the Services do not constitute legal advice, tax advice, financial advice or any other related advice and you will not treat the Services as a substitute for or in place of advice from qualified professionals. Minnesota Angel Network encourages you to consult with your own independent legal counsel, tax advisors and accountants on legal, tax and financial matters that may affect you and your business.
2. Representations, Warranties and Covenants of the Entrepreneur. You represent, warrant and covenant to Minnesota Angel Network and each other Member, as follows:
a. You will comply with all federal and state securities laws applicable to any securities transaction in which you engage as a result of your use of and access to the Portal and Site.
b. All of the information, materials or content (including due diligence investigation materials) you provide to Minnesota Angel Network or any Investor will be true and accurate in all material respects and you will not omit to state any material facts necessary in order to make any statements contained in that information, materials or content, not misleading in light of the circumstances in which such statements were made.
c. You will not hold Minnesota Angel Network out as your agent or representative.
d. You will conduct yourself with respect to the Minnesota Angel Network and its Members in a professional manner at all times.
e. You are an executive officer or director of the company which you are registering as a Member and you do not represent any party other than the company registered as a Member.
3. Payment of Fees. Minnesota Angel Network will charge you certain fees for the Services and for your access to the Portal and Site as more fully described in a separate agreement between Minnesota Angel Network and you (the "Fee Addendum"). You are not obligated to pay any fees to the Minnesota Angel Network until you have executed the Fee Addendum. However, your access to the Portal and Site and your status as a Member is subject to your agreement to pay all such fees in accordance with the terms and conditions of the Fee Agreement. You further understand and agree that you will not be entitled to reclaim or receive a credit for any portion of such fees that have been paid, even if you discontinue use of the Services or access to the Portal or Site, or if your membership or access to the Site is terminated.
4. User Content. Any information, text, graphics, or other material uploaded, downloaded, or appearing on the Site is "Content". You retain ownership of all Content you submit, post, display, or otherwise make available on the Site or the Portal. By posting any Content on the Site or Portal, you are granting Minnesota Angel Network a worldwide, non-exclusive, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).
B. THIS SECTION B APPLICABLE TO INVESTORS ONLY:
1. Rights. Through your membership, you will have the right to access the Portal to be introduced to other Members that may have investment opportunities of interest to you.
2. Representations, Warranties and Covenants of Investors. You represent, warrant and covenant to Minnesota Angel Network and each other Member, as follows:
a. You are an accredited investor as defined under Rule 501(a) of Regulation D of the Securities Act of 1933, as amended ("Regulation D"). Regulation D defines an individual accredited investor as: "Any natural person whose individual net worth or joint net worth with that person's spouse at the time of his purchase exceeds $1,000,000 (excluding positive equity in a primary residence) or who has individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
b. You possess such knowledge and experience in financial and business matters to be capable of evaluating the relative merits and risks of any investment opportunity available through the Site or Portal.
c. You will conduct your own analysis and due diligence to determine the appropriateness of any investment you make with an Entrepreneur or business to which you are introduced through the Site or Portal and that you are solely responsible for the results of such investigation and any decision you make to invest in an Entrepreneur or business. You further acknowledge and recognize that Minnesota Angel Network is not liable to you for any investment decisions you make as a result of your access to and use of the Portal and Site.
d. You acknowledge and understand that any purchase of equity or other investment or securities transaction shall be with the Entrepreneur or business without any involvement by the Minnesota Angel Network, other than introduction through the Site or Portal and you will not rely on any statements made by Minnesota Angel Network in connection with your purchase or investment.
e. You acknowledge and understand that early stage investments, like those made in the businesses of the Entrepreneurs who are Members of the Minnesota Angel Network, are very speculative, generally illiquid and involve a high degree of risk and that, as a result, you may lose your entire investment. You further acknowledge and understand that there may be additional rounds of fund-raising for these companies and that you may suffer substantial dilution of your investment and may be required to invest more capital in these companies to protect yourself from dilution. There is also generally no public market for the securities of these companies and thus, you must be prepared to hold your investment for many years.
f. You will wait for a period of thirty (30) days after becoming a Member before making an investment in any Member introduced to you through the Portal or the Site.
g. You acknowledge that nothing on the Portal or Site or in the Services constitutes an offer to sell or a solicitation of an offer to purchase securities by the Minnesota Angel Network.
C. THIS SECTION C APPLICABLE TO ALL MEMBERS:
1. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. MINNESOTA ANGEL NETWORK PROVIDES THE PORTAL, THIS SITE AND THE SERVICES ON AN AS IS AND AS AVAILABLE BASIS. MINNESOTA ANGEL NETWORK MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PORTAL AND SITE OR THE INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS INCLUDED IN THE PORTAL OR ON THE SITE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR AS TO THE CORRECTNESS, ACCURACY, TIMELINESS OR RELIABILITY OF THE INFORMATION, CONTENT OR MATERIALS PROVIDED THROUGH THE PORTAL OR ON THE SITE. ANY CONTENT, WHETHER PUBLICLY POSTED OR PRIVATELY TRANSMITTED, IS THE SOLE RESPONSIBILITY OF THE PERSON WHO ORIGINATED SUCH CONTENT. MINNESOTA ANGEL NETWORK SHALL HAVE NO LIABILITY FOR THE TRUTH, ACCURACY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE PORTAL OR SITE OR FOR ERRORS, MISTAKES OR OMISSIONS IN THAT INFORMATION OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU EXPRESSLY AGREE THAT YOU ARE USING THE PORTAL AND THE SITE, AND RELYING ON ANY CONTENT OR MATERIALS POSTED OR OBTAINED VIA THE SITE, PORTAL OR SERVICES, AT YOUR SOLE RISK.
2. DISCLAIMERS AS TO SECURITIES RELATED ISSUES.
a. MINNESOTA ANGEL NETWORK IS NOT REGISTERED WITH THE SECURITIES EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. MINNESOTA ANGEL NETWORK DOES NOT CLAIM TO BE AND IT IS NOT A SECURITIES BROKER-DEALER, VENTURE FUND, INVESTMENT BANK, INVESTMENT CLEARINGHOUSE, OR INVESTMENT ADVISOR. THE LISTING OF ANY SECURITIES ON THE PORTAL OR SITE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES BY MINNESOTA ANGEL NETWORK.
b. MINNESOTA ANGEL NETWORK DOES NOT PROVIDE ADVICE, RECOMMENDATIONS OR ANY OTHER INDICATION OF THE APPROPRIATENESS OR MERITS OF A PARTICULAR INVESTMENT OPPORTUNITY OR VENTURE, INCLUDING THOSE AVAILABLE IN THE PORTAL.
c. MINNESOTA ANGEL NETWORK DOES NOT ENDORSE ANY PARTICULAR INVESTMENT OPPORTUNITY OR VENTURE, INCLUDING THOSE AVAILABLE IN THE PORTAL, NOR DOES MINNESOTA ANGEL NETWORK INDEPENDENTLY VERIFY THE ACCURACY OR COMPLETENESS OF ANY INFORMATION AND MATERIALS POSTED TO, LISTED ON, OR PROVIDED THROUGH THE PORTAL TO MEMBERS AND THE AVAILABILITY OF INFORMATION ABOUT AN INVESTMENT OPPORTUNITY ON THE PORTAL OR SITE IS NOT AN ENDORSEMENT BY MINNESOTA ANGEL NETWORK OF THAT INVESTMENT OPPORTUNITY.
d. MINNESOTA ANGEL NETWORK DOES NOT RECEIVE COMPENSATION FROM ANY MEMBERS OTHER THAN FEES TO COVER ITS ADMINISTRATIVE EXPENSES. THESE FEES ARE NOT CONTINGENT ON THE OUTCOME OR COMPLETION OF ANY SECURITIES TRANSACTION RESULTING FROM ACCESS TO THE PORTAL AND SITE, THE RECEIPT OF THE SERVICES, OR OTHERWISE.
e. MINNESOTA ANGEL NETWORK DOES NOT (i) PARTICIPATE IN ANY NEGOTIATIONS BETWEEN MEMBERS; (ii) DIRECTLY OR INDIRECTLY ASSIST MEMBERS WITH THE COMPLETION OF A SECURITIES TRANSACTION; (iii) HANDLE THE FUNDS OR SECURITIES INVOLVED IN COMPLETING A SECURITIES TRANSACTION; OR (iv) PROVIDE ANY OTHER SECURITIES-RELATED SERVICES OTHER THAN AN EFFICIENT MEANS OF IDENTIFYING POTENTIAL INVESTORS TO ENTREPRENEURS AND FACILITATING DIRECT CONTACT BETWEEN THOSE MEMBERS.
3. Indemnification. By accessing the Portal or Site or using the Services, you agree to fully indemnify, defend and hold harmless Minnesota Angel Network, its officers, directors, employees, shareholders, agents and successors (the "MNAN Parties" and each a "MNAN Party"), from and against any and all claims, losses, liabilities, damages, penalties, fines, expenses, costs and attorneys' fees (collectively, "Losses") arising out of or relating in any way from your use of the Portal, the Site or the Services, including your participation, whether as an Entrepreneur or an Investor, in any opportunity or review of materials or information made available through the Portal or Site or your breach or the breach of another Member of any representation, warranty or covenant under the Terms.
4. Waiver of Claims. As a condition to your access to and use of the Portal and Site, you hereby waive and release any and all claims, causes of action or other rights that you might have against the MNAN Parties arising out of relating in any way from your use of the Portal, the Site or the Services, including your participation, whether as an Entrepreneur or an Investor, in any opportunity or review of materials or information made available through the Portal.
5. LIMITATION OF LIABILITY. NO MNAN PARTY SHALL BE LIABLE FOR ANY LOSSES OR DAMAGES OF ANY KIND TO YOU, ANOTHER MEMBER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) THAT MAY ARISE OR RESULT FROM YOUR, ANOTHER MEMBER'S OR A THIRD PARTY'S USE OR ACCESS TO, OR INABILITY TO USE OR ACCESS, THE PORTAL OR THE SITE OR THE SERVICES, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY EVEN IF THE MNAN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, IF NOT WITHSTANDING THE FOREGOING DISCLAIMER, A COURT DETERMINES THAT A MNAN PARTY IS LIABLE FOR LOSSES OR DAMAGES, SUCH MNAN PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID TO MINNESOTA ANGEL NETWORK BY THE MEMBER(S) CLAIMING LOSS OR DAMAGE.
6. Allocation of Risks. Sections C3, C4 and C5 allocate the risk under the Terms among the parties and are essential and material parts of the Terms.
7. Amendments or Changes to Membership Terms of Use. Minnesota Angel Network may modify, change or supplement the Terms at any time, by posting new Terms to the Site. Your continued use of and access to the Portal and the Site constitute your binding acceptance of the terms and conditions set forth in the new Terms.
8. Restrictions on Use and Access to Portal and Site and Posting of Materials. Minnesota Angel Network may restrict, suspend or terminate your right to use and access the Portal and/or Site at any time and for any reason without prior notice or any liability to you. We may also remove any information, content or materials you make available on the Portal and/or Site at any time and for any reason without prior notice or any liability to you. Further, you agree that you will not access the Portal or use the Site to:
a. Commit any unlawful acts;
b. Disparage the reputation of or otherwise harm the Minnesota Angel Network in any manner;
c. Collect or resell data containing Member profile information or other information available on the Portal or Site or otherwise be disrespectful of the privacy of other Members;
d. Solicit, or attempt to solicit, or otherwise encourage any Member to disaffiliate itself with Minnesota Angel Network or solicit a Member for business, other than an investment opportunity.
e. Submit or otherwise publish anywhere on the Portal or Site any content or software which: (i) libels, defames, invades privacy, or is obscene, pornographic, abusive, or threatening; (ii) infringes on any intellectual property or other right of any entity or person; (iii) violates any law, is fraudulent or misleading, or which impersonates any person or conceals your own identity; (iv) advocates illegal activity; (v) is any part of a chain e-mail or is unsolicited; (vi) is intended to annoy, offend, inconvenience, or cause needless anxiety to any entity or person; (vii) is commercial advertising or promotional material; (viii) disrupts or prevents the functioning of another Member's use of the Portal or Site; or (ix) propagates or promotes a computer virus, worm or trojan horse.
9. Disclosure and Use of Investment Data. You will promptly disclose to Minnesota Angel Network or its designee, the consummation of any investment transaction between you and a Member and additional information as requested including but not limited to the dollar amount of the investment, the value of the company, and the structure and terms of the investment. Minnesota Angel Network will maintain the confidentiality of the identity of the Members who are parties to an investment transaction, but may aggregate and publicize the existence and terms of the transaction at its discretion.
10. Password Security. To access the Portal and use the Site and the Services, Minnesota Angel Network will issue to you a unique username and password. You are responsible for keeping your username, password and other account information confidential and you are solely liable for any activities that occur under your account. You agree to promptly notify us of any unauthorized use of your account.
11. Privacy. Our privacy policy is posted on the Site, the terms and conditions of which are incorporated into the Terms by reference.
12. Trademark Infringement. Minnesota Angel Network™ and all other names and logos associated with Minnesota Angel Network and www.mnan.org are trademarks of the BioBusiness Alliance of Minnesota. You may not use any of these trademarks in any manner without Minnesota Angel Network's prior written consent. Furthermore, you may not infringe on the patents, trademarks, copyrights or other intellectual property rights of any other Members.
The Site may include advertisements. These advertisements may be targeted to the information or content on the Site. Member agrees that MNAN and any third party providers and partners may place such advertising on the Site.
13. Copyright. All information, materials and content posted on or available through the Portal and/or Site, such as text, graphics, logos, buttons, icons, images, data compilations and software (except content provided by Members) is the property of Minnesota Angel Network and is protected by United States and international copyright laws.
Reporting Copyright Infringement. Minnesota Angel Network respects the Intellectual Property of others and expects all Members to do the same. If you believe your Content has been copied, you can report alleged copyright infringements and direct other copyright questions to:
Minnesota Angel Network
1550 Utica Avenue South
Suite 740
St. Louis Park, Minnesota 55416
We reserve the right to remove Content that is alleged to be infringing without prior notice and at our sole discretion.
14. Minors. You must be at least 18 years of age to use and access the Portal, Site and Services. Minnesota Angel Network does not intentionally collect or maintain information from persons that are known to Minnesota Angel Network to be under the age of 18 and will not use that information if it learns that the information was provided by someone under the age of 18.
15. Assignment. The agreement created by your agreement to be bound by the Terms may not be assigned by a Member without the prior written consent of the Minnesota Angel Network. Minnesota Angel Network may assign such agreement without any consent of a Member to any affiliated or successor entity.
16. Miscellaneous. The Terms are governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflict of laws principles. You agree that any action at law or in equity that arise out of or relates to the Terms must be commenced and prosecuted in the federal and state courts located in Hennepin County, Minnesota and you waive any jurisdictional, venue or inconvenient forum objections to such court. If any provision of the Terms is found to be unenforceable by any court of competent jurisdiction, it will not affect the validity of the other provisions of this Membership Agreement, which shall remain in full force and effect. This is the entire agreement between Minnesota Angel Network and you relating to the Portal, Site and Services and supersedes any prior understandings (whether written or verbal) between you and the Minnesota Angel Network.
BioBusiness Alliance of Minnesota d/b/a Minnesota Angel Network is a 501(c)(3) nonprofit corporation incorporated in the State of Minnesota.
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