Issuer User Agreement

GENERAL CONDITIONS

By electronically signing this Issuer User Agreement (the “Agreement”), you acknowledge and agree that you have read in their entirely our Terms of Service and Privacy Policy and agree to be bound by each and every provision of such documents.  In addition, you acknowledge and agree that you have read in its entirety this Agreement and agree to be bound by each of its provisions.  Terms not defined in this Agreement have the meaning set forth in the Terms of Service or Privacy Policy, as applicable.  In the event of a conflict between the Terms of Service and this Agreement, this Agreement shall control.

Unless otherwise stated, all securities-related activity is conducted by PicMii Crowdfunding, LLC, a funding portal registered with the US Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority (FINRA).  PicMii Crowdfunding, LLC is not a registered broker-dealer and all activity involving escrow/holding funds is performed by Prime Trust LLC or Novation Solutions Inc. o/a DealMaker, escrow agents registered with the SEC and FINRA/SIPC.

PicMii Crowdfunding, LLC is a funding portal registered with FINRA. PicMii receives compensation for providing its Site for Issuers to conduct their offering on the Site, which includes the offering and sale of securities. PicMii Crowdfunding, LLC is not a registered broker-dealer.  PICMII DOES NOT PROVIDE INVESTMENT ADVICE OR MAKE FINANCIAL/INVESTMENT RECOMMENDATIONS OF ANY KIND.

Although PicMii may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, PicMii is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. PicMii reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.

PicMii reserves the right, without prior notice and at our sole discretion, to adjust/revise or replace the Terms of Service, modify the Site, discontinue the Site, applications or services, or add usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason. We may terminate or suspend your access to the Site, temporarily or permanently, without notice or liability, for any reason or for no reason. We reserve the right to terminate or suspend access to the Site if in our sole determination you violate any provision of the Terms of Service.

ISSUER ACKNOWLEDGEMENTS AND ADDITIONAL AGREEMENTS

• You are exclusively responsible for reviewing the Terms of Service regularly for updates/changes.
• Your continued use of the Site and/or the Service following any updates/changes to the Terms of Service constitutes your acceptance of those updates/changes.
• Upon termination of the Terms of Service or your access to the Site, regardless of the reason, you will continue to be bound by the Terms of Service. The Terms of Service will survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
• You acknowledge that the information and materials on the Site may contain typographical errors or inaccuracies and that we are not liable for any such inaccuracies.
• Any dated information is published as of its date only, and we do not have an obligation to update or amend any such information.
• You acknowledge and agree that you understand that you are solely responsible for all information you post on the Site or Service, including but not limited to any and all crowdfunding opportunities, investment strategies, or offering strategies, and that we will not provide any investment advice, financial advice, tax advice, or legal advice whatsoever in connection with any information you post.
• You accept sole responsibility for your promotion of any and all securities on the Site and will indemnify and hold harmless PicMii Crowdfunding, LLC and our Affiliates from and against any and all claims, liabilities and causes of action whatsoever resulting from an assertion by any person that any information provided by you is or was false or misleading or omitted material information of any kind or nature.
• You agree to consult a licensed legal professional/attorney and a financial advisor to provide tax, legal, insurance, and other advice as you deem advisable related to your Campaign(s) and acknowledge and agree that the Site does not provide any advice or recommendation on tax, legal, insurance, or investment matters.
• You warrant and represent that any information they post on the Site is complete, accurate and in no way misleading.
• You acknowledge and agree that you are responsible for the completeness and accuracy of your posts.
• You understand, acknowledge and agree that the Investors and the Site are relying on the accuracy and completeness of your Campaigns and your information and statements posted on the Site. Any intentional or unintentional false statement is cause for removal from the Site and/or other legal action.
• You agree to pay all Fees promptly as and when due.

ISSUER REQUIREMENTS

Unless a crowdfunding offering qualifies for an exemption, all securities offered and/or sold in the United States are required to be registered with the United States Securities and Exchange Commission (“SEC”).  PicMiiCrowdfunding.com currently only allows Issuer Campaigns to create offerings under Regulation Crowdfunding.  By commencing a Campaign, you represent, certify and warrant to us and each Investor that your offering will fully comply with all applicable United States securities laws and SEC regulations associated with your Campaign.

Regulation Crowdfunding:

Regulation Crowdfunding enables eligible companies to offer and sell securities through crowdfunding. The rules:

• require all transactions under Regulation Crowdfunding to take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal,
• permit a company to raise a maximum aggregate amount of $5,000,000 through crowdfunding offerings in a 12-month period,
• limit the amount individual investors can invest across all crowdfunding offerings in a 12-month period,
• require disclosure of information in filings with the SEC and to investors and the intermediary facilitating the offering, and
• securities purchased in a crowdfunding transaction generally cannot be resold for one year.

Any and all Issuers issuing securities in reliance on Regulation Crowdfunding are subject to the following SEC regulations and PicMii policies and guidelines:

• Issuers are permitted to raise a maximum aggregate amount of $5,000,000 in a 12-month period.
  • In determining the amount that may be sold in a particular offering, an Issuer must count:
    • The amount it has already sold (including amounts sold by entities controlled by, or under common control with, the Issuer, as well as any amounts sold by any predecessor of the Issuer) in reliance on Regulation Crowdfunding during the 12-month period preceding the expected date of sale, plus
    • The amount the Issuer intends to raise in reliance on Regulation Crowdfunding in this offering.
  • Certain Issuers are not eligible to use the Regulation Crowdfunding exemption. Each Issuer’s eligibility will be considered during its PicMii application. Companies not eligible to use the Regulation Crowdfunding exemption include:
    • Non-U.S companies;
    • Companies that already are Exchange Act reporting companies;
    • Certain investment companies;
    • Companies that are disqualified under Regulation Crowdfunding’s disqualification rules;
    • companies that have failed to comply with the annual reporting requirements under Regulation Crowdfunding during the two years immediately preceding the filing of the offering statement; and
    • companies that have no specific business plan or have indicated their business plan is to engage in a merger or acquisition with an unidentified company or companies.
  • Rule 503 of Regulation Crowdfunding includes “bad actor” disqualification provisions that disqualify offerings if the Issuer or other “covered persons” have experienced a disqualifying event, such as being convicted of, or subject to court or administrative sanctions for, securities fraud or other violations of specified laws. Any and all Bad Actors, as defined by the SEC in Regulation Crowdfunding, will not be allowed to list their company on the Site.
  • Any Issuer conducting a Regulation Crowdfunding offering must electronically file its offering statement on Form C through the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system and with the intermediary facilitating the crowdfunding offering. PicMii requires proof that Form C has been electronically filed and displayed on EDGAR prior to officially posting an offering on the Site.
    • Financial statement requirements are based on the amount offered and sold in reliance on Regulation Crowdfunding within the preceding 12-month period:
      • For Issuers offering $124,000 or less: Financial statements of the Issuer and certain information from the Issuer’s federal income tax returns, both certified by the principal executive officer. If, however, financial statements of the Issuer are available that have either been reviewed or audited by a public accountant that is independent of the Issuer, the Issuer must provide those financial statements instead and will not need to include the information reported on the federal income tax returns or the certification of the principal executive officer.
      • Issuers offering more than $124,000 but not more than $618,000: Financial statements reviewed by a public accountant that is independent of the Issuer. If, however, financial statements of the Issuer are available that have been audited by a public accountant that is independent of the Issuer, the Issuer must provide those financial statements instead and will not need to include the reviewed financial statements.
      • Issuers offering more than $618,000:
        • For first-time Regulation Crowdfunding Issuers: Financial statements reviewed by a public accountant that is independent of the Issuer, unless financial statements of the Issuer are available that have been audited by an independent auditor.
        • For Issuers that have previously sold securities in reliance on Regulation Crowdfunding: Financial statements audited by a public accountant that is independent of the Issuer.
      • An Issuer that sold securities in a Regulation Crowdfunding offering is required to provide an annual report on Form C-AR no later than 120 days after the end of its fiscal year. The report must be filed on EDGAR and posted on the Issuer’s Site.

The SEC regulations and PicMii policies/guidelines cited above do not encompass the regulation set forth in Title III of the JOBS Act Section 4(a)(6) in its entirety.   You acknowledge and agree to fully comply with all applicable securities laws, including but not limited to guidelines and regulations set forth by the SEC in Title III of the JOBS Act Section 4(a)(6), Regulation Crowdfunding.

No Disqualifying Events:

By commencing a Campaign and creating an offering, you represent and warrant that none of the following individuals or entities associated with the Issuer are subject to any of the “Bad Actor” disqualifying events (“Disqualifying Event”) outlined in Regulation CF under the Securities Act:

• Predecessors and any affiliated Issuers
• Any directors, executive officers or officers, or managing members of the Issuer
• Any investment managers and their principals
• Any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power
• Any promoter (as defined in Rule 405 of the Securities Act) connected with the Issuer in any capacity at the time of sale or any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, an “Issuer Covered Person” and collectively, “Issuer Covered Persons”).

You warrant and represent that you have made a good faith reasonable effort to determine whether any Issuer Covered Person is subject to a Disqualifying Event and that you have discovered no such Disqualifying Event. You acknowledge that you and Issuer are responsible for promptly notifying PicMii and subscribed investors in writing should any Disqualifying Event occur or if any preceding Disqualifying Events come to your or the Issuer’s attention.

FEES 

Fees payable by you as an Issuer are one of the following:

Option 1:

• $1,500.00 non-refundable payment to PicMii upon the commencement of each Campaign.
• Upon the successful completion of each Campaign:
  • 4.5% of the amount raised (to be deducted from your proceeds by the Escrow Holder and paid to PicMii), and
  • an amount equal to the sum of the actual fees charged by the Escrow Holder and Payment Method fees incurred by the Escrow Holder (together, “Escrow Fees”) will be deducted from your proceeds by and paid to the Escrow Holder.

Upon the termination or abandonment of a Campaign for which the Minimum Agreed Funding was not achieved, an amount equal to the sum of the actual fees charged by the Escrow Holder and Payment Method fees incurred by the Escrow Holder (together, “Escrow Fees”) are payable to the Escrow Holder.

All payment terms are as set forth in the Terms of Service, Article 5 (Sections 5.1 through 5.6), which terms are incorporated herein and  by reference made a part hereof. 

ESCROWS

A third-party escrow agent (“Escrow Holder”) will hold all funds raised for each Campaign until disbursement of funds by the Issuer or termination of the Campaign and offering. By using third-party escrow services, the Site is bound by its Terms of Use and Privacy Policy.  The Escrow Holder is Prime Trust LLC (www.primetrust.com) for all offerings commencing prior to November 1st, 2022 or Novation Solutions Inc. o/a DealMaker (DealMaker.Tech) for all offerings commencing after November 1st, 2022, escrow agents registered with the SEC and FINRA/SIPC,  or such other registered escrow agent as is from time to time designated by us.  By registering your Account, you agree to be bound by the services agreement of each such Escrow Holder, as modified from time to time, and you authorize the Escrow Holder to make payments and disbursements as described in the “Fees” section above.

CUSTOMER IDENTIFICATION PROGRAM

PicMii is required under federal law to collect certain information to identify individuals participating in the sale and purchase of securities facilitated by the Site. This information is used for anti-money laundering (“AML”) activities as well as other activities as directed by various agencies of the United States government.  You acknowledge and agree that by providing the following information, you are giving PicMii and each agency of the United States government the ability to use the information for AML activities and/or other activities the Site or such agency sees fit:

• Full Birth Name
• Any aliases and/or name changes
• Date of Birth
• Home Address
• Identification Number
• Other identifying and personal information from time to time required by any U.S. government agency.

Any corporations, partnerships, trusts or other legal entities acting as an investor on the Site may be required to provide other information. This can include its principal place of business, local office, employer identification number, certified articles of incorporation/organization, government-issued business license, a partnership agreement, or a trust agreement, and a list of all persons and entities owning, directly or indirectly, twenty (20) percent or more of such entity.

You warrant and represent that all information provided to PicMii is complete, accurate, and not in any manner misleading. PicMii is entitled to rely upon your representations that all information you provide to us is complete, accurate, and truthful.  PicMii is not obligated to independently verify the information provided by its Users.  PICMII RESERVES THE RIGHT TO SUSPEND OR PERMANENTLY TERMINATE YOUR ACCOUNT IF WE DISCOVER THAT INFORMATION PROVIDED TO THE SITE IS INNACURATE OR MISLEADING REGARDLESS OF WHETHER SUCH INACCURACY WAS INTENTIIONAL OR UNINTENTIONAL.

INVESTOR COMMENTS POLICY

PicMii allows each Issuer to create a virtual business pitch summarizing its business, projections, financial needs, uses of investor funds, offering terms and other information related to its investment opportunity. PicMii does not represent or warrant that the virtual business pitch or other summaries of Issuer’s investment opportunities on the Site are complete and/or completely representative of the offering.

PicMii provides investors and potential investors the ability to communicate with other investors, potential investors and Issuers through a comments section on the Issuer’s virtual business pitch page. The comment feature on the Issuer’s virtual business pitch page is intended to provide an opportunity for investors to communicate questions they may have about a specific offering with other investors, potential investors and the Issuer.

Each Issuer is encouraged to participate in the conversations taking place in the comments section of its virtual business pitch page.  You represent and warrant that you will follow the requirements of Regulation Crowdfunding, including requirements for communication with investors and potential investors. Violation of the communication requirements outlined in Regulation Crowdfunding may result in removal of the comment(s) in violation of the Regulation from the Site.

PicMii reserves the right, in its sole and absolute discretion, to remove any comments for any reason that we deem warrant removal from the Site, including but not limited to the following:

• Comments that contain profanity or other language that is deemed by PicMii to have the potential to offend other users or the Issuer.
• Comments that contain derogatory language targeting another User or the Issuer for their race, sex, age or sexual orientation.
• Comments providing or requesting personal information or contact information.
• Comments including SPAM or any and all promotion of security offerings on another crowdfunding site, both direct and indirect.
• Comments posted by an Issuer which do not comply with the applicable Regulations.
• Comments posted by Users that are no longer members of the Site.
• Comments regarding features of the Site that have been removed either temporarily or permanently.
• Comments that in any way violate the Terms of Service.

NO REPRESENTATIONS OR WARRANTIES

PicMii does not claim or promise that the content on the Site is complete, reliable, or accurate. The Site, to the extent permissible by law, assumes no liability for any mistakes or the absence of information on the Site.  PicMii is not responsible or liable for investment decisions made based on the content on the Site.  You acknowledge and agree that you are solely responsible for providing adequate, accurate and truthful information regarding your investment opportunities and potential risks associated with these investment opportunities, including legal, accounting, and other risks.

Issuers, and not the Site, are fully responsible for ensuring that your securities offering complies with all federal and state laws as well as any and all relevant regulations set forth by the SEC, FINRA, other federal government agencies and each state in which you offer your securities.  You acknowledge and agree that PicMii assumes no responsibility or liability for your compliance with all applicable federal and state securities laws and regulations.

DIGITAL MILLENNIUM COPYRIGHT NOTICE

In alignment with the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), PicMii’s Designated Agent can be contacted for notice of claims of copyright infringement using the information below:

Designated Agent for Claimed Infringement

PicMii Crowdfunding, LLC

Postal Address: PO BOX 5292, Lancaster, PA 17606

E-mail address:  chandler.kline@picmiicrowdfunding.com

Any User on the Site who believes its copyright rights have been infringed on the Site should notify Our Designated Agent immediately.

PicMii reserves the right to remove materials identified for copyright infringement from the Site upon notification of copyright infringement. You acknowledge, accept, and agree that we have the right to remove materials identified for copyright infringement from the Site without any liability. PicMii reserves the right, in its sole discretion, to terminate any accounts accused of copyright infringement. All claims of copyright infringement will be immediately referred to the United States Copyright Office.