Raisewise

Following are the Terms and Use of RaiseWise USA, Inc. (RaiseWise.us or We), which explain how we collect and use information from visitors to our web site ("Visitors"). By using RaiseWise.us (the "Site") or submitting any information to us, you consent to and agree to be bound by these Terms of Use and our Privacy Policy. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by us from time to time on the Site, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you. Your use of the Site is governed by the version of this Agreement in effect on the date of use.

User Profile Registration

In order to access certain features of RaiseWise.us or to post content on the Funding Portal you must register to create an account ("Account"). You must complete the registration process by providing us with current, complete and accurate information. You will also choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. You agree to notify immediately of any unauthorized use of your Account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without first getting our written permission.

You agree that your Account will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Account. Although RaiseWise.us may provide data, information or content provided by other parties relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice. You represent that any decision to invest is based solely on your consideration of the risks involving a particular security or those of a third-party (i.e. your personal financial advisor) and is made at your own risk. All investments involve a degree of risk, and you acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions that may include the risk of complete loss of your principal. We have no special relationship with or fiduciary duty to you. You agree and acknowledge that you are solely responsible for conducting legal, accounting or due diligence review on the companies listed on the RaiseWise.us portal. You are advised to consult with a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice. The RaiseWise.us portal will merely provide you with the ability for you to make your own investment decision without any advice by RaiseWise USA, Inc.

Accredited and Non-accredited Investors

The securities offered on RaiseWise.us may be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933 ("Regulation D") and non-accredited Investors. Non-accredited Investors can invest here at RaiseWise.us; however, you may be limited to investing in some offerings. Regulation A+ benefits non-accredited investors by providing a path for all investors (Accredited and non-Accredited) access to the same level of offerings formerly available solely to high-net-worth investors, family offices, and financial institutions.

Issuer

Each issuer, (the business, business owner, or entrepreneur) or person who is offering securities on the RaiseWise.us (an "Issuer") is solely responsible for the material such Issuer posts on this RaiseWise.us portal and, by posting such material, represents that it has complied in all material respects with all applicable rules and regulations. Such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The RaiseWise.us portal and Investors are entitled to rely upon any representations made by the Issuer.

Each Issuer is solely responsible for ensuring that its securities offering, including use of the RaiseWise.us portal, is in compliance with all applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or anybody duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing ("Applicable Law").

Each authorized representative of an Issuer accessing the RaiseWise.us portal hereby represents and warrants, on behalf of such Issuer, that its use of the Site is, and shall be at all times, in compliance with Applicable Law.

Each issuer hereby agrees, by creating an issuer account and using the RaiseWise.us, that it shall become a member of the company general community, shall receive communications and grants to a perpetual, irrevocable, non-exclusive license to all of the data posted by such Issuer on the RaiseWise.us portal.

Issuer shall take reasonable steps to ensure that each person investing in any of its securities offerings. Such reasonable steps shall include (but not necessarily be limited to) accredited investor verification system.

Each Issuer hereby agrees to indemnify, defend and hold any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of these Terms of Use by such Issuer or its employees, agents, customers, or affiliates or arising from such Issuer's or its employees, agents, customers, or affiliates use of the Site.

Acceptance of Terms

The Service is offered subject to acceptance of all of the terms contained in these Terms of Use, including the Privacy Policy and all other operating rules, policies, and procedures that may be published on RaiseWise.us, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you or liability for such change. Users are advised to periodically review the portal for any changes and contact RaiseWise USA, Inc., or your legal advisor with any questions. If there is a conflict between two versions of the Terms of Use to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise. Any investment payments are subject to the terms contained in the third-party banking escrow agreements and are subject to the terms contained in the terms of use on the escrow service provider website, which are incorporated into these Terms of Use by this reference.

During your use of the RaiseWise.us, you may choose to agree to be bound by certain other agreements. We refer to all agreements as the “Platform Agreements.” The Platform Agreements are incorporated into these Terms of Use by this reference. These Terms of Use and Privacy Policy will continue to apply to you even after you have agreed to a Platform Agreement; however, if it turns out that there is a conflict between the Terms of Use and Privacy Policy and a Platform Agreement to which you have agreed, the Platform Agreement will take precedence.

Change or Termination

We reserve the right, at our sole discretion and without prior notice, to modify or replace these Terms of Use, change the RaiseWise.us website, stop providing the website, applications or Service, or create usage limits for the RaiseWise.us portal, or change, improve or correct the information, materials and descriptions on the portal at any time for any reason. We may permanently or temporarily terminate or suspend your access to the RaiseWise.us platform without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. You are solely responsible for checking the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Upon termination of these Terms of Use or your access to the RaiseWise.us for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and RaiseWise.us does not undertake any obligation or responsibility to update or amend any such information. You agree that RaiseWise USA, Inc., and RaiseWise.us or its affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Eligibility For Use of the Service

The Service is only available to individuals who are at least eighteen (18) years old. You represent and warrant that if you are an individual, you are at least eighteen (18) years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the RaiseWise portal, and that all registration information you submit is truthful, accurate and complete. If you are accessing the RaiseWise platform and/or using the Service on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms of Use.

Investor Requirements

By registering with the RaiseWise Platform for purposes of subscribing to Investment Opportunities as a Purchaser as set forth under Title III of the JOBS Act you represent and warrant that amounts you invest in all Title III offerings over the course of a 12-month period will not exceed the following:

If either of your annual income or net worth is less than $107,000, then your investment limit is the greater of $2,200 or 5 percent of the lesser of your annual income or net worth.
If both annual income and net worth are equal to or more than $107,000, then your limit is 10 percent of the lesser of their annual income or net worth.

During the 12-month period, the aggregate amount of securities sold to you as an investor through all Regulation Crowdfunding offerings may not exceed $107,000, regardless of the investor’s annual income or net worth. Spouses can calculate their net worth and annual income jointly.

For purposes of subscribing to investment opportunities on the RaiseWise.us, portal you must meet the above criteria. We are entitled to and will rely upon your representations. You agree that, should any material changes occur that might affect your status a Purchaser, you shall immediately provide RaiseWise US, Inc. with notice in writing.

Investment Opportunities

Title III of the JOBS Act added Securities Act Section 4(a)(6) that provides an exemption from registration for certain crowdfunding transactions. A company issuing securities in reliance on Regulation Crowdfunding (an “issuer”) is permitted to raise a maximum aggregate amount of $1,070,000 in a 12-month period.

For all offerings, an escrow agent pending completion or termination of an offering holds subscription funds. The use of escrow services is subject to those providers’ terms of use and privacy policy. Investment overviews on the RaiseWise.us portal contain summaries of the purpose and principal terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained on the Site and in the offering materials have been prepared by the respective Issuer without reference to any particular User’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment. RaiseWise USA, Inc. shall have the right but not the obligation to remove, cancel or reject the posting of any securities offerings. Failure to remove, cancel or reject securities offerings suspected of violating the securities laws does not constitute an endorsement or approval of said securities offerings by RaiseWise.us. The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel. Users understand, acknowledge and agree that RaiseWise USA, Inc. and other parties are relying on Users’ statements made on the RaiseWise.us portal and that any willfully false statement made by a User is sufficient cause for suspension or termination of such User’s Profile, rejection of eligible investor status, along with other legal causes of action.

The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.

Securities Products

The securities offered on RaiseWise.us portal are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with Investment Opportunities, including the risk of complete loss of your investment. Securities sold through the RaiseWise.us portal are not publicly traded and, therefore, may be illiquid. Securities on this platform will be subject to restrictions on resale or transfer including holding period requirements. Investing in Investment Opportunities offered through the RaiseWise.us portal requires high-risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

Users must read the offering materials and transaction documents for each of the Investment Opportunities posted to the Site for more information and discuss any questions with the issuer prior to investing. No assurance can be given that any Investment Opportunity currently qualifies or will continue to qualify under exempted provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the Investment Opportunities posted on this portal and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any Investment Opportunity. The exemptions relied upon for such Investment Opportunities are significantly dependent upon the accuracy of the representations of the Users to be made to the RaiseWise.us in connection with an Investment Opportunity. 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 you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials and ask the issuer any questions you may have or request additional information.

RaiseWise USA, Inc. receives no commission or transaction-based compensation in connection with the purchase or sale of securities through the RaiseWise.us portal but may receive fees for services. RaiseWiseUSA, Inc. is not a registered broker-dealer, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through Investment Opportunities. RaiseWise USA, Inc., does not recommend or otherwise suggest that any investor make an investment in an Investment Opportunity.

User Conduct Guidelines

You represent and warrant that all information that you provide to RaiseWise USA, Inc., through RaiseWise.us, is accurate, complete and truthful. RaiseWise.us and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Profile if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

The RaiseWise.us portal permits Users to subscribe for Investment Opportunities posted to the RaiseWise.us platform. However, you are expressly prohibited from doing the following acts: (a) using the RaiseWise.us or the Service if you are temporarily, or indefinitely, suspended from using the platform, or the Service; (b) collecting personal information about other Users; (c) interfering with other Users’ Profiles; (d) interfering with the Investment Opportunities posted to the website; (e) manipulating the Site for deceptive purposes by providing false, inaccurate, misleading or incomplete Profile information, or misrepresenting your interest in an Investment Opportunity; (f) using automated means to manipulate the Site for deceptive purposes or to attempt to exceed the authorization and access granted to you under these Terms of Use; or (g) posting false, inaccurate, misleading, defamatory, or libelous content on the platform. RaiseWise.us grants you a limited, revocable, non-exclusive, non-transferrable license to view, copy and print content on the Site for personal, non-commercial purposes. RaiseWise.us grants the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of website content. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.

You are prohibited from posting or transmitting any material on or through the RaiseWise.us platform that, in RaiseWise USA, Inc.’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. RaiseWise USA, Inc. will fully cooperate with any law enforcement authorities or court order requesting or directing RaiseWiseUSA, Inc. to disclose the identity of anyone posting any such information or materials on the Site.

Prospects

The RaiseWise.us portal allows companies, referred to on the funding portal as "Prospects", to publish information about their history, business and products. The RaiseWise.us portal reserves the right to remove any content at its sole discretion that may be deemed to be a general public solicitation for the sale of securities. Prospects are advised to consult legal counsel before engaging in any securities offering.

General Guidelines

You represent and warrant that all information that you provide through the RaiseWise.us portal is accurate, compete and truthful. You acknowledge and agree that our agents are entitled to rely upon the information you provide as true, accurate and complete without verification. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. We offer a limited, revocable, non-exclusive, non-transferrable license to view, copy and print content on RaiseWise.us for personal, non-commercial purposes. We grant the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the RaiseWise.us portal for the purpose of creating publicly available, searchable indices of funding portal content. We reserve the right to terminate or limit your access to the RaiseWise.us and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the RaiseWise.us portal or the rights or use and enjoyment of the RaiseWise USA, Inc. by any other person or entity in any manner.

You are prohibited from posting or transmitting any material on or through the RaiseWise.us portal that, in sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. will fully cooperate with any law enforcement authorities or court order requesting or directing to disclose the identity of anyone posting any such information or materials on the RaiseWise.us portal.

No Representations or Warranties

We make no representation as to the completeness or accuracy of the information provide on the RaiseWise.us portal. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. We cannot guarantee that Issuer's will use the proceeds of their investment in accordance with the stated purpose. You acknowledge and agree that we do not provide any representation, warranty or assurance that the offering on the Site are made in accordance with securities law, including the exception to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. To the extent provided by law, we assume no liability or responsibility for any errors or omissions in the content of the Site. Clicking on hyperlinks and visiting any off-Site pages is done at your own risk.

To the maximum extent permissible under law, RaiseWise USA, Inc. assumes no liability or responsibility for any errors or omissions in the content of the platform. You agree that any reliance upon any content or information distributed through or accessed from the portal is at your sole risk. RaiseWise USA, Inc., is entitled to rely upon the information provided by its Users. RaiseWise USA, Inc., is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is solely done at your own risk.

Digital Millennium Copyright Notice

We respect the intellectual property of others, and we ask you to do the same. If you or any user of our funding portal believes its copyright rights have been infringed on the RaiseWise.us portal, the copyright(s) owner ("Complaining Party") should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:

A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
Identification of the copyrights(s) claimed to have been infringed;
Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
Identification of the material that is claimed to be infringing the Complaining Party's copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyrights that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) ("DMCA"), the Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.

Designated Agent for Claimed Infringement: RaiseWise USA Legal Dept.

Postal Address: RaiseWise USA, Inc.

347 Fifth Avenue

New York, NY 10016

You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our funding portal the RaiseWise.us portal without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

Intellectual Property

You hereby agree, in your individual capacity and on behalf of any Issuer for which you are an authorized representative, subject to the Privacy Policy, that all content and images on the RaiseWise.us are either the property of or used with permission by our company. The use of the content or images by you or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the RaiseWise.us portal. By providing content or Data on the RaiseWise.us portal, subject to the Privacy Policy, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses such content or Data. No compensation will be paid with respect to our use such content or Data

The trademarks, logo and slogans displayed on the RaiseWise.us portal including the mark, (collectively the "Trademarks") are owned by us. Nothing on this RaiseWise.us portal should be construed as granting any license or right to use the Trademarks without written permission of our company or such third-party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the RaiseWise.us portal, except as provided in these Terms of Use, is strictly prohibited. You are advised that RaiseWise USA, Inc. will aggressively enforce its intellectual property rights to the fullest extent of the law.

All content and images on the RaiseWise.us are either the property of RaiseWise USA, Inc., or used with permission by RaiseWise.us. The use of the content or images by you or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the platform. By providing content on the RaiseWise.us, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses the portal. No compensation will be paid with respect to our use such content. RaiseWise.us neither warrants nor represents that your use of materials displayed on the website will not infringe rights of third parties not owned or affiliated with RaiseWise USA, Inc.

Communications

You agree, in your individual capacity and on behalf of any Issuer for which you are an authorized representative, that we may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Account. You agree to notify us of any changes in your address or contact details. We may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site's electronically stored copy of this Agreement in any proceeding arising out of this Agreement.

You agree that any information that you transmit to RaiseWise.us in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by its affiliates for any purpose. Our company is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the RaiseWise.us portal for any purpose.

Change or Termination

We may, without prior notice, change the RaiseWise.us portal, stop providing the RaiseWise.us, applications or services, or create usage limits for the RaiseWise.us portal. We may permanently or temporarily terminate or suspend your access to the funding portal without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. Upon termination of these Terms of Use or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

US Jurisdiction

We make no representation that this Site is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, you use this RaiseWise.us at your own risk and initiative and you, not us, are responsible for compliance with any applicable local and national laws.

The content, material and information contained on the RaiseWise.us portal does not constitute an offer or solicitation and may not be treated as an offer or solicitation in any jurisdiction where such an offer or solicitation is against the law and to anyone to whom it is unlawful to make such an offer or solicitation, if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence.

The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on the RaiseWise.us portal, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.

RaiseWise.us is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. The securities described on this site are not registered under the Securities Act of 1933

Governing Law

These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of New York applicable to contracts deemed to be made within such state, without regard to choose of law or conflict of law provisions thereof. You hereby waive your right to a trial by jury with respect to any claim, action or proceeding, directly or indirectly, arising out of, or relating to, these terms of use to the fullest extent permitted by law. You understand that absent this provision, you would have the right to sue in court and have a jury trial.

Dispute Resolution

In the event of any claim, controversy or alleged dispute between you and RaiseWise USA, Inc. or its members or affiliates ("Dispute"), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party will then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association ("AAA") to be held in New York, New York, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.

In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant).

The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Indemnification

You, on behalf of yourself and each Issuer for which you are an authorized representative, agree to indemnify, defend and hold Raisewise USA, Inc. and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from your use of the Raisewise.us portal and for any breach or violation of these Terms of Use by you or arising from your use of RaiseWise.us.

We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate in the defense of any such claim, action, settlement or compromise negotiations.

Notification Procedures

We may provide notifications, including those regarding modifications to these Terms of Use, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the RaiseWise.us website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to visitors. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provided to us.

General

The failure to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of, except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

Miscellaneous

Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. We shall have the right to assign its rights or delegate any of its responsibilities under these Terms of Use to an affiliate or in connection with a merger, consolidation or reorganization for the sale of substantially all of assets. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to affect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Electronic consent and electronic delivery of documents

I agree that any time I click or have clicked on an "I Agree," "I Consent" or other similarly worded button or entry field with my mouse, keystroke or other device, my agreement or consent is legally binding and enforceable against me and is the legal equivalent of my handwritten signature on an agreement that is printed on paper. I agree to be bound by any affirmation, assent or agreement that I transmit, or have transmitted, to or through the RaiseWise.us platform by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent I give or have given to receive communications from RaiseWise USA, Inc., or any of its affiliates as applicable solely through electronic transmission.

I understand that, fully permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications, including any tax-related information or documents to the extent provided below (collectively, "Communications"), regarding the investments available on the RaiseWise.us platform, and my investment in any such investments, may be delivered by electronic means. I consent to electronic delivery as described in the preceding sentence. In so consenting, I acknowledge that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. I also acknowledge that an e-mail from RaiseWise.us may be accessed by recipients other than me and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. I understand that RaiseWise.us gives no warranties in relation to these matters.

I consent to the delivery of tax documents (such as Internal Revenue Service ("IRS") Form 1099-INT) through RaiseWise.us. I understand that I may withdraw this consent before my tax document is furnished. In providing this consent, I also acknowledge that I have received RaiseWise.us's Information on the Electronic Delivery of Tax Documents, included below.

I further understand and agree to each of the following:

If my consent remains in effect, RaiseWise.us may provide all Communications to me electronically in lieu of providing paper Communications.
Hardware and software that I will need. Electronic Communications may be provided to me via e-mail and/or the RaiseWise.us Platform. To view and retain the Communications, my computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an Internet Service Provider or any other capable communications medium, and with software capable of viewing and printing a *.pdf file created by Adobe Acrobat. Further, I must have a personal e-mail address capable of sending and receiving e- mail messages to and from RaiseWise.us. To print the documents, I will need access to a printer compatible with my hardware and the required software.
If these software or hardware requirements change in the future, RaiseWise USA, Inc. will notify me through the RaiseWise.us platform.
To facilitate these services, I must provide RaiseWise.us with my current e-mail address and update that information as necessary. Unless otherwise required by law, I will be deemed to have received any electronic Communications that are sent to the most current e-mail address that I have provided to RaiseWise.us.
RaiseWise.us will not assume liability for non-receipt of notification of the availability of electronic Communications in the event my e-mail address on file is invalid, my e-mail or Internet service provider filters the notification as "spam" or "junk mail," there is a malfunction in my computer, browser, Internet service and/or software, or for any other reasons beyond the control of RaiseWise.us.
I may withdraw my consent to receive Communications in electronic form by calling RaiseWise USA, Inc., at: 1 (347) 341-6006. If I withdraw my consent to receive Communications in electronic form, RaiseWise.us may, at its option and in its sole discretion, (A) terminate my account with RaiseWise.us portal that was created through the RaiseWise.us platform, (B) restrict or limit the actions I may take through or with respect to My Account, including, but not limited to, restricting my ability to purchase RaiseWise.us investments through My Account, and (C) RaiseWise USA, Inc., could charge me a fee of for each paper copy Communication that would have been provided to me electronically if I had not withdrawn my consent. Any withdrawal of my consent to receive electronic Communications will not affect or impact in any way the terms of this Agreement or my agreement to the Terms of Use Agreement for the RaiseWise.us Platform.

Information on Electronic Delivery of Tax Documents

These provisions relate to my consent above to RaiseWise.us's provision of tax documents to me electronically. Prior to furnishing the tax documents electronically, the IRS requires that RaiseWise USA, Inc., provide each investor with the following information:

If I do not consent to receive the tax document electronically, a paper copy will be provided.
My consent continues for every tax year until I withdraw my consent.
I may log into My Account at RaiseWise.us to access and print my tax documents. I may need Adobe Acrobat Reader to open the document and a device connected to my computer that can print. In the event a tax document is too large to open in the browser, I will be prompted by a dialog box to save the file to a location on my computer and open it using Acrobat Reader.
To withdraw consent, I may call RaiseWise USA, Inc. at: (844) FundMe2 to request to withdraw my consent.
If My Account is closed, my request for electronic delivery of tax documents will automatically terminate, and I will receive a paper copy of my tax documents by mail at the address that I have provided to RaiseWise.us.

We do not provide investment, tax, accounting or legal advice

You understand that we will not give you any advice or recommendations about whether a crowdfunded security or other investment is appropriate or suitable for you. Decisions to buy, sell, or hold any investment rest solely with you, an authorized person, and any Advisor to you, if applicable. We exercise no discretion over your account(s) and make no investment decisions for you.

By making information available to you on RaiseWise.us platform, we are not recommending or advising that you invest in any particular offering or security, or use any investment strategy. Information on RaiseWise.us is not personalized to fit your needs, reflect your financial circumstances or investment objectives. The securities or investments discussed on RaiseWise.us might not be suitable for you. You alone determine that.

All investments entail risks, and you are responsible for determining whether you can afford the risks of using our tools or making any investment. Specifically, we do not review your financial situation or tolerance for risk. Although we may provide information that helps you to assess your own tolerance for risk, or otherwise assist you and seek to educate you in various ways, we do not determine if the information or tools we provide to view or select investments or otherwise assist or seek to educate you will result in suitable or profitable investments for you.

We strongly recommend you seek independent financial, tax, accounting and/or legal advice before investing and before each investment, as you deem appropriate. We do not provide you financial, tax, accounting and/or legal advice.

Pricing and Payment

RaiseWise USA, Inc., reserves the right to charge issuer fees for use of the RaiseWise.us portal or specific Services, and may change the fees that it charges. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. You agree that, in addition to all other amounts payable under the Terms of Use or the Additional Terms, you are responsible for paying all sales, use, value added or other taxes - federal, state or otherwise - however designated, that are levied or imposed by reason of your use of the RaiseWise.us and the Services. RaiseWise USA, Inc., will charge the payment method you specify at the time of purchase. You authorize RaiseWise USA, Inc. to charge all sums as described on the platform for the Services you select, to that payment method. If you pay any fees with a credit card, RaiseWise.us may seek pre-authorization of your credit card account prior to your transaction to verify that the credit card is valid and has the necessary funds or credit available to cover your transaction.

Disclaimer of Liability

The information provided by RaiseWise USA, Inc. and the RaiseWise.us portal, including any content or information contained within it or any service or advice provided in connection with the service, is provided "as is" with no representations or warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. you assume total responsibility and risk for your use of this site and site-related services. Neither Raisewise USA, Inc., RaiseWise.us nor any other party involved in creating, producing, or delivering the Raisewise.us portal shall be liable for any direct, incidental, consequential, indirect or punitive damages arising out of your access to, or use of, the RaiseWise.us portal. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

Electronic Communication Privacy Act Notice (18 U.S.C. 2701-2711)

We make no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. We will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on equipment, transmitted over networks accessed by the RaiseWise.us, or otherwise connected with your use of the Service.

We assume no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the RaiseWise.us portal. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above), or that any content or information provided on this Site is true, correct, complete or viable.

Although we may from time to time monitor or review discussions, postings, transmissions, and the like , we are 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 RaiseWise.us portal. We reserve the right to remove any content from the funding portal or to restrict access to the portal for any reason without notice.