PreIPO works with investors, issuers, financial institutions, corporations, and broker-dealers to enable the purchase of private market-securities through expansive networks across the globe. By providing an AI-based diligence tool for evaluating opportunities, the PreIPO platform supports issuers seeking to raise capital through primary and secondary market offerings.
Version 2.1, Revision 4
PreIPO Corp, . and its affiliated companies (“PreIPO Corp”, us, we, etc.) collectively publish and operate a software platform, marketplace, and service (together, the “Platform”), to facilitate transactions in secondary markets (the “Transactions”) of and relating to shares of private companies (the “Shares”). The Platform is available on the website www.preipo.com and via PreIPO Corp mobile application (collectively, the “Site”).
These Terms & Conditions (the “Terms”) are a binding agreement between PreIPO Corp on the one hand, and the individual (“you”) who accesses, browses, or in any way uses the Platform, the Site, any other related application, any services thereon, or other related services offered by PreIPO Corp (all together, PreIPO Corp’s “Services”).
If you use the Services as an approved proxy for another individual (e.g. your work supervisor or a client) and/or on behalf of one or more business entities you or they own, manage, or advise (such as funds or holding companies), then you agree to these Terms on your own behalf and on behalf of those individuals and entities (to which references to “you” also apply), and may only use the Services if you have the authority from each such individual and entity to do so. If you setup multiple accounts, or multiple entity listings within an account, you are making a separate agreement between each of them and PreIPO Corp.
PreIPO Corp facilitates Transactions between (i) “Shareholders”, who own Shares, either directly or by virtue of holding instruments relating to shares such as options, futures contracts, or interests in holding companies that own Shares, and (ii) “Investors” who contemplate gaining investment exposure to Shares. You may access the Site as a Shareholder, an Investor, or both. If you are not a Shareholder or potential Investor, but wish to examine the Platform as a student, researcher, scholar, analyst, journalist, auditor, investigator, private equity broker, as an advisor to Shareholders and Investors, or in some other role, your access to certain Site and Service functionality will be limited or blocked, luding among other things the ability to place Transaction requests or close Transactions.
Transactions may be initiated through the Site, or off-site by email, telephone, or other means, but in any case, under the auspices of duly licensed broker-dealers affiliated with PreIPO Corp (the “Brokers”). One a Transaction is pending, the Broker will circulate an electronic link to a closing service (the “Closing Platform”) that, among other things, contains agreements appropriate to memorialize any transaction terms, luding any provisions regarding commissions, nondisclosure of confidential information, non-circumvention, and other terms, conditions, notices, and disclosures that are customary to govern the Transaction (the “Transaction Documents”).
The Closing Platform is part of the Site, and your use of the Closing Platform and associated Services is conditioned on your accepting these Terms. On your request, as an alternative to the Closing Platform, we may circulate documents by email, third party electronic signature service, or paper documents.
All who access our Site, user our Services, and/or agree to these Terms are considered “Members”. There are three types of Members:
Any securities mentioned on the Site or as part of the Services are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with private investments, luding the risk of complete loss of the investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless and until registered with the SEC, if at all. Securities will be subject to restrictions on resale and transfer, luding holding period requirements. Investing in private placements requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments. Investors must be able to afford to lose their entire investment. Investment opportunities reflected in the Trade Sheet are not FDIC insured, may lose value, and not guaranteed by any bank or institution.
Any securities mentioned have not been registered under the Securities Act, in reliance on exemptions thereto. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. PreIPO Corp does not represent that any governmental agency has necessarily reviewed the Site, or has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any Transaction. Further, companies whose Shares are described on the Site or as part of the Services may not have approved and may not know about, the Site, Services, and various Transactions.
The exemptions relied upon for the Transactions are significantly dependent upon the accuracy of representations made by Investors and Shareholders, and potentially the issuers of the applicable securities, each as may be reflected in applicable Transaction Documents. In the event that any such representations prove to be untrue, the registration exemptions might not be available and substantial liability could result. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE ALL PERSONS AND ENTITIES WHO ELECT TO PARTICIPATE IN TRANSACTIONS TO CONSULT LEGAL, TAX, AND FINANCIAL PROFESSIONALS BEFOREHAND, CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY TRANSACTION MATERIALS AND REQUEST ANY ADDITIONAL INFORMATION.
These Terms are an agreement between you and PreIPO Corp, the software developer / publisher that created and operates the Site and Services. PreIPO Corp, . is not a registered broker-dealer, funding portal, investment adviser, or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings, nor does it solicit, broker, close, or otherwise participate in any Transactions. PreIPO Corp does not recommend or otherwise suggest that any person or entity participate in any Transaction, which such participation shall be entirely at each such participant’s own risk.
You, the individual user of the Site or Services, expressly represent, warrant, and agree to the following:
You agree not to do any of the following, either directly by interacting with the Site and Services, or by direct communication with PreIPO Corp personnel:
We reserve all rights that are not expressly granted to you by these Terms. As between you and PreIPO Corp, PreIPO Corp alone shall own all rights, title, and interest, luding all related intellectual property rights in and to the following (collectively, PreIPO Corp’s “Content”):
All of the Content is subject variously to copyright, trade secret, confidentiality, and other rights under United States and foreign laws. Except as provided in these Terms, no part of PreIPO Corp’s Content, and none of PreIPO Corp’s proprietary rights therein, are licensed to you for any purpose. No part of PreIPO Corp’s Content may be reproduced, recorded, retransmitted, sublicensed, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, websites or other medium or for any commercial purpose, except as provided in these Terms, without PreIPO Corp’s prior express written consent.
“As between you and PreIPO Corp” indicates that such rights are relative. PreIPO Corp may not be the underlying owner of all of the PreIPO Corp Content. Some of it may have been granted or licensed to PreIPO Corp from Brokers, Funds, Servicers, various other Members, or other third parties. However, to the extent that PreIPO Corp holds any rights in or to such materials, PreIPO Corp grants you only the license contained herein.
By entering into these Terms and using the services, you agree that you shall defend, indemnify and hold PreIPO Corp, its licensees and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (luding attorneys' fees and costs) arising out of or in connection with your violation or breach of any part of these Terms or any applicable law or regulation, whether or not referenced herein. This indemnification obligation will survive the termination of these Terms.
All PreIPO Corp Content is provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, PreIPO Corp disclaims all warranties, express or implied, luding, but not limited to, implied warranties of non-infringement, merchantability, or fitness for a particular purpose. PreIPO Corp does not warrant that the functions provided on the Site or Services will be uninterrupted or error-free, that defects will be corrected, that PreIPO Corp will retain all of your Account content and data in full integrity or keep readily available all user content and data, or that the Site or the means that makes it available to you are free of viruses or other harmful components.
All of the PreIPO Corp Content that concerns companies and investments that is on the Site, or that exchanged by PreIPO Corp as part of the Services, is either: (i) publicly available, (ii) information obtained from third party sources without endorsement, analysis, or approval by PreIPO Corp, or (iii) information supplied by yourself and other Members. PreIPO Corp does not provide, and disclaims any obligation to provide, any insight, advice, analysis, industry research, pricing information, verification, or help of any kind other than with respect to site functionality. Any charts, data, and other information PreIPO Corp may provide regarding company news and insights, company valuations, funding events, and share prices are for informational purposes only and are not an endorsement or representation with respect to any company or the actual price or value of any of its securities.
Any links and referrals to other sites and services, luding the services of a Broker you retain, any contract with a Fund, or the participation of any Servicer, bank, money transfer service, or other service provider, will be governed by their own terms and conditions. PreIPO Corp is not responsible for the actions of any such parties, or any such third-party sites. These Terms bind PreIPO Corp only with respect to your use of the Site and Services, not the sites and services of any third parties. Further, any promotions, advertising, or other content and services that are distt from or in a distt part of the Site may by their own terms be subject to terms of service and privacy policies that are limited to that content or services. PreIPO Corp’s mobile application may have other terms and conditions that apply in addition to these Terms.
PreIPO Corp does not warrant or make any representations regarding the use or the results of the use of any such third-party content, or for correctness, accuracy, reliability, or otherwise. We do not endorse any of the investment opportunities that may be presented or recommend whether you should participate in any potential Transactions. Under no circumstances, luding, but not limited to negligence, shall PreIPO Corp be liable for any special, indirect, idental, or consequential damages that result from the use of or the inability to use the Content on the Site or the Services, even if PreIPO Corp, the Broker, the Fund, the Servicer, or their authorized representatives have been advised of the possibility of such damages. In no event shall PreIPO Corp’s total liability to you for all damages, losses, and causes of action whether in contract or tort exceed the amount paid by you, if any, for accessing the Site and using the Services.
The foregoing may in some instances be limited by rules and regulations pertaining to the brokerage industry.
The Terms shall be governed by Florida law and subject to the exclusive jurisdiction of the state and federal courts located in the City and County of Boca Raton, Florida, without regard to the choice or conflicts of law provisions of any jurisdiction. All claims arising from use of the Site will be exclusively resolved by binding arbitration. You understand that by requiring arbitration, neither party will have the right to sue in court or have a jury trial.
Arbitration will take place in, Florida, and will be conducted under the Commercial Arbitration Rules of the American Arbitration Association, which are available at www.adr.org. The parties shall maintain the confidential nature of the arbitration proceeding and of any award, luding the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Arbitration shall be conducted under the auspices of FINRA to the extent it may have authority over the parties and issues in dispute. To the extent any portion of this dispute resolution procedure conflicts with the rules of FINRA, as then in effect, such FINRA rules shall prevail.
Except as otherwise provided in the Terms, you and PreIPO Corp may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
You and PreIPO Corp agree that any arbitration will be limited to the dispute between PreIPO Corp and you. You acknowledge and agree that you and PreIPO Corp are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and PreIPO Corp otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.
Each party retains the right to bring an individual action in small claims court with respect to matters within the jurisdiction thereof, or to seek injunctive or other equitable relief on an individual basis in a federal or state court in, Florida, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
The foregoing venue, choice of law, and jurisdiction provisions shall not apply to any matters that are subject to separate agreements between you and PreIPO Corp or its affiliates (luding without limitation Broker engagement agreements, nondisclosure agreements, and Transaction Documents).
SEC and FINRA Rules require investment advisers and broker-dealers to create and maintain a business continuity plan. In accordance with these rules, PreIPO Corp has developed a plan that is intended to permit us to continue critical business operations during natural disasters, power outages, financial insolvency, or other significant events. While there can be no assurance that service will continue without interruption in all circumstances, the plans do address the actions that the firms will take in the event that there is a significant disruption. Account access is planned to be restored as the first step, which would be followed by other critical business operations. If there is a local disruption to the operating facilities of either firm, the respective business continuity plans call for the affected firm to establish operations from an alternate location.
We maintain data backup records, located well away from our primary facility so that they would not be affected by a regional disruption. We intend for account access to be available through these records should the primary data center suffer a disruption. Our plan will be reviewed, updated and tested periodically.
In the case of financial insolvency, PreIPO Corp will diligently seek to raise additional financing, luding from affiliates, or, if necessary, orderly proceed with bankruptcy in accordance with applicable law. In the event of the Firm’s insolvency, its fund administrator will continue to administer and manage your investments.
Unless otherwise arranged, we will provide and receive certain communications in connection with the Services, exclusively in electronic form. These communications lude, but are not limited to, (1) agreements and policies required to use the Services, (2) Transaction Documents, (3) disclosures, notices, elections, waivers, and consents (4) payment authorizations and transaction receipts or confirmations, (5) account statements and history, and (6) and all federal and state tax statements and documents. We may also use electronic signatures and obtain them from you.
Your agreement to these Terms confirms your ability and consent to receive communications electronically from PreIPO Corp, rather than in paper form, and to the use of electronic signatures in our relationship with you. If you choose to opt out or withdraw your consent, please make arrangements by contacting PreIPO Corp. You have the right to receive any communication in paper form at no charge to you, within 180 days of the communication, and to opt out or withdraw your consent for electronic communications and/or signatures. To do so please email info@PreIPO.com , call PreIPO Corp client services, or write to PreIPO Corp, 399 West Palmetto Park Rd, Boca Raton FL 33432, USA. Should you withdraw or withhold consent, it may take us a reasonable period to process your request, after which we may not be able to continue offering access to some or all of the Services.
To ensure that our communications reach you, please make sure your contact information, luding among other things your email address and phone number, remain current.
You authorize PreIPO Corp to share your identity and account data with Stripe for the purposes of opening and supporting your Stripe account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Stripe account through the PreIPO Corp Platform, and Stripe account notifications will be sent by PreIPO Corp, not Stripe. PreIPO Corp will provide support for your Stripe account activity through its regular telephone, email, and online customer support facilities.
PreIPO Corp Securities LLC, among other things, acts as a broker in connection with the purchase and sale of unregistered non-public company securities (“private company securities”) through its alternative trading system (“ATS”). You may submit indications of interest to buy or sell private company securities; provided, however, in order to buy or sell private company securities through the PreIPO Corp platform, you must first become a customer of PreIPO Corp Securities.
PreIPO Corp Data, LLC (“PreIPO Corp Data”) is a PreIPO Corp Securities affiliate that distributes to its customers certain data products concerning securities of private companies (“Private Securities Data”). PreIPO Corp Data provides Private Securities Data to its customers through its stand-alone subscription-based digital platform (the “Data Platform”) that is separate and apart from the PreIPO Corp Securities platform and the Services covered under this Agreement. Private Securities Data contains general private company securities information, aggregated or individual historical transactional information conducted on the ATS, historical and current aggregated indications of interest information on the PreIPO Corp platform and current individual indications of interest through an IOI data feed from PreIPO Corp Securities. All Private Securities Data provided by PreIPO Corp Data is anonymized. Consumers seeking to obtain Private Securities Data are required to enter into a separate agreement between the consumer and PreIPO Corp Data. Data Platform consumers may also be users of the Services (“Joint Users”), may submit and otherwise have access to indications of interest on the PreIPO Corp platform and may also be customers of PreIPO Corp Securities and engage in the purchase and sale of private company securities through the ATS. You understand that Joint Users, by virtue of their access to the Data Platform, will have access to Private Securities Data, which ludes substantial and robust information regarding private company securities, indications of interest, and other elements of the Service which will not be available to users of the Service that do not subscribe to the Data Platform. In connection with your use of the Service and acceptance of the terms of this Agreement, you hereby represent, warrant, acknowledge and agree that: (1) you are experienced, sophisticated, and knowledgeable in the trading of private company securities and other similar instruments; (2) you understand that Private Securities Data may contain significant, important and substantial information, luding but not limited to enhanced pricing, trading, and market data that may provide those with access to such information an advantage over those who do not have access; (3) you fully understand the disadvantage to which you may be subject on account of the disparity of access to Private Securities Data between yourself and Joint Users; (4) your use of the Service is at your sole risk; and (5) notwithstanding Joint Users’ access to Private Securities Data, which will not be provided to you unless you become a Data Platform consumer, you wish to enter into this Agreement and utilize the Service.
All communications between us with respect to these Terms may be made either by: (i) email delivered to your and our most recently updated email address, (ii) any private messaging feature that is implemented on the Site, (iii) personal delivery, or (iv) delivery via a nationally recognized bonded express courier service.
No joint venture, partnership, or agency relationship exists between you, PreIPO Corp or any third-party provider as a result of the Terms or use of the Site or Services.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be construed consistent with applicable law and the remaining provisions shall be enforced to the fullest extent under law. The failure of PreIPO Corp to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by PreIPO Corp is in writing.
Other than the PreIPO Corp affiliates there are no third-party beneficiaries of these Terms. Your agreement with the Broker, if any, shall be on its own merits and not with respect to these Terms. You may not assign these Terms, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. All of the rights and obligations of PreIPO Corp under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Our rights under these Terms will survive any termination of these terms.
Headings are for convenience only and are not part of the agreement between the parties.
If you have any questions regarding these Terms, please contact us at info@PreIPO.com or at PreIPO Corp, 399 West Palmetto Park Rd, Boca Raton FL 33432, USA.