INVESTOR USER AGREEMENT

 

GENERAL CONDITIONS

By electronically signing this Investor 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, an escrow agent 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.

INVESTOR 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 comments, and that we will not provide any investment advice, financial advice, tax advice, or legal advice whatsoever in connection with any Campaign, offering or information posted on the Site.
  • You acknowledge and agree that you understand that all information provided on the Site or by any third party on the Site, including but not limited to any and all crowdfunding opportunities, investment strategies, or offering strategies, is not in any way investment advice, financial advice, tax advice, or legal advice.
  • You understand that all securities listed on the Site are being offered by, and all information included on the Site is the responsibility of, the applicable Issuer of such securities, that PicMii does not verify the adequacy, accuracy or completeness of any information provided by the Issuer and that neither PicMii nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy, or completeness of any information on the Site or the use of information on the Site.
  • You acknowledge and agree that each Issuer is solely responsible for its promotion of any and all securities on the Site and not to assert any claim or bring any legal action against PicMii Crowdfunding, LLC and our Affiliates based upon information provided by an Issuer or its representative, even if you believe such information is or was false or misleading or omitted marial information of any kind or nature.
  • You acknowledge and agree that you are solely responsible for analyzing and researching potential investment opportunities and potential risks associated with these investment opportunities including legal, accounting, and other risks. Your investment in any and all securities on the Site constitutes your representation that you understand the risks associated with your decision to invest in a particular security and that you accept the risks associated with your investment decision.
  • 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 investments and acknowledge and agree that the Site does not provide any advice or recommendation on tax, legal, insurance, or investment matters.
  • You acknowledge and agree that you are responsible for the completeness and accuracy of your posts.
  • You accept the risks associated with equity crowdfunding and the purchase of securities, including the risk of losing your investment in its entirety.
  • You understand that all securities sold on the Site are private investments and by nature are illiquid, and you understand and accept the inherent risks associated with private investments, including but not limited to the risk of losing your entire investment, the low liquidity of your investment, and the resale restrictions associated with private investments which may require you to hold your investments for an extended period of time.
  • You understand that none of the securities offered on PicMiiCrowdfunding.com have been recommended or approved by any federal or state securities commission or regulatory authority, and you accept the risk associated with such securities.
  • You agree to pay all Fees promptly as and when due.

INVESTOR REQUIREMENTS

投資者在作出投資決定時,必須依靠自己對發行人和發行條件的審查。這包括分析投資產品所涉及的優點和風險。對PICMII眾籌的投資是投機性的、流動性不足的,涉及高度風險。此風險包括您的全部投資可能損失。

PicMii Crowdfunding, LLC currently only facilitates offerings made under Regulation Crowdfunding.

Regulation Crowdfunding:

SECURITIES OFFERED UNDER REGULATION CROWDFUNDING ARE AVAILABLE TO ACCREDITED INVESTORS WHO RESIDE WITHIN THE UNITED STATES AND NON-ACCREDITED INVESTORS WHO RESIDE IN THE UNITED STATES CONDITIONAL ON SPECIFIC INVESTMENT LIMITS WITHIN REGULATION CROWDFUNDING UNDER THE SECURITIES ACT.

AS A CONDITION OF INVESTING IN A REGULATION CROWDFUNDING OFFERING, YOU WILL BE REQUIRED TO VERIFY YOUR STATUS AS AN ACCREDITED INVESTOR OR A QUALIFIED PURCHASER.  YOU AGREE TO COOPERATE AND PROVIDE THIS INFORMATION IN ORDER TO PARTICIPATE IN THE OFFERING.

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 $1,070,000 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 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.

ACCREDITED INVESTOR

By registering with the Site as an accredited investor with the intention of purchasing securities you represent and warrant that you meet at least one of the following SEC criteria for accredited investor status:

  • a natural person 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, excluding the value of your primary residence;
    • Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless that liability exceeds the fair market value of your primary residence).
  • 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;
  • a bank, insurance company, registered investment company, business development company, or small business investment company;
  • 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;
  • a charitable organization, corporation, or partnership with assets exceeding $5 million;
  • a business in which all the equity owners are accredited investors; or
  • a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

You agree that, in the event that any material changes occur that could affect your status as an accredited investor, you will immediately provide PicMii notice in writing.

FEES 

For each investment you make, an Investor Fee equal to the lesser of (i) one and one-half percent (1.5%) of the invested amount or (ii) $500.00 will be added to your invested amount and will be paid to PicMii Crowdfunding, LLC as compensation for our services rendered in connection with your investment.  You authorize us to add the Investor Fee to your invested amount and to use your authorized Payment Method to pay the Investor Fee.  This Investor Fee is NONREFUNDABLE.

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 the authorized disbursement of funds by Escrow Holder, whether due to completion of a successful Campaign or termination of the Campaign and offering. By using third-party escrow services, the Site is bound by the Terms of Use and Privacy Policy of the Escrow Holder.  The Escrow Holder is Prime Trust LLC (www.primetrust.com), an escrow agent 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 offering documents of the applicable Campaign, provided that the Escrow Holder will be instructed to return your invested funds (not including the Investor Fee) in the event a Campaign is terminated or abandoned prior to achieving the minimum funding for the Campaign as required by the Campaign offering.

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 Investor is encouraged to participate in the conversations taking place in the comments section of virtual business pitch pages.

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 Investor 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 each Issuer, and not the Site, is solely responsible for providing adequate, accurate and truthful information regarding itsr investment opportunities and potential risks associated with its investment opportunities, including legal, accounting, and other risks.

Each Issuer, and not the Site, is fully responsible for ensuring that its 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 the compliance of any offering with any or 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.