Last Updated January 13, 2023
Welcome to the DiversyFund website.
In order to access certain features of the Site or to post content on the Site including on the Forum, you must register to create an account (“Account”). You must complete the registration process by providing us current, complete and accurate information. You will also choose a password. You are entirely responsible for maintaining the confidentiality of your password and account. You agree to notify us 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. The Site may not be used by anyone under the age of eighteen.
You agree that your Account is self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed through your Account. Although the Site may provide data, information or content relating to investment strategies and opportunities to buy 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 investment opportunity. 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, which may include the risk of complete loss of your principal. You agree and acknowledge that you are solely responsible for conducting legal, accounting, financial, and any other due diligence review on investment opportunities presented on the Site. You are advised to consult with a licensed legal professional and investment advisor for any legal, tax, financial, or investment advice.
Securities offered on this Site may generally be purchased by all investors, except that certain investors and/or investments may be restricted based on jurisdiction, regulatory requirements, financial status, and/or Accredited Investor status as defined by Rule 501 of Regulation D under the United States Securities Act of 1933 (“Securities Act”). YOU AGREE THAT WE ARE ENTITLED TO RELY ON REPRESENTATIONS YOU MAKE ABOUT YOUR RESIDENTIAL JURISDICTION, FINANCIAL STATUS AND INVESTOR STATUS AND THAT YOU WILL NOTIFY US IMMEDIATELY IF ANY OF THIS INFORMATION CHANGES,
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 Site at your own risk and initiative and you, not we, are responsible for compliance with any applicable local and national laws.
This Site 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 offer 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.
The content, material and information contained on the Site do not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law or (ii) to anyone to whom it is unlawful to make such an offer or solicitation. The securities offered on this Site can 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 Site does not offer financial advice or investment recommendations. You should consult with qualified professionals prior to making actual investments or financial decisions. Any information available through the Site is not offered as financial advice and should not be the basis for your actual financial activities. We are not liable for any reliance on information available through this Site by you or anyone who you may inform of its contents.
Because DiversyFund operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. In order to do business with DiversyFund , you must also consent to receive certain disclosures electronically, either via our Site or to the e-mail address you provide us.
Online Transactions. By agreeing to these Terms, you agree to conduct investment transactions with us electronically. Your consent to conduct business transactions electronically, and our agreement to do so, apply to all transactions conducted through this Site. Your consent will remain in effect for so long as you are a user and, if you are no longer a user, will continue until such a time as all Disclosures (defined below) relevant to transactions that occurred while you were a user have been made.
Electronic Fund Transfers. DiversyFund generally receives all payments, and makes all distributions, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide us. You authorize such bank or other financial institution to pay any amounts you have agreed to pay, and authorize DiversyFund to make all investment disbursements, using such account. You agree to provide DiversyFund updated information regarding your bank or other financial institution account upon DiversyFund’s request or at any time the information previously provided to us becomes invalid.
Disclosures. By agreeing to these Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements, (including any IRS forms such as IRS Form 1099 or Form K-1) or other tax forms, schedules or information statements arising from or related to your registration on our Site, any investment transactions you may make or contemplate, your use of Services, or the servicing of any investment in securities you have made (each, a “Disclosure”)
Any Disclosures will be provided to you electronically either on our Site or via electronic mail to the verified email address you provided us. If you require a paper copy of any Disclosure, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost not to exceed $25.00 for each written Disclosure provided. Any request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS Form 1099 provided electronically to you will remain accessible through at least October 15 of the year in which such IRS Form 1099 is made available. After that date the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.
Telephone consent. You also expressly consent to receive calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us and our marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers), and you acknowledge that charges may apply. You may receive text messages regarding system notifications, investment opportunity updates, and special offers and promotions, and you can manage your opt-in status in your user profile.
Technical Requirements. In order to do business electronically with DiversyFund, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions (Chrome version 32.0 or above, Firefox version 26.0 or above, Internet Explorer version 8.0 or above, or Safari version 7.0 or above, or the equivalent software); and hardware capable of running this software.
If you are accessing our Site and Disclosures electronically via a mobile device (such as a smartphone, tablet, and the like), you must make sure that you have software on your mobile device that allows you to print and save Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store.” If you do not have these capabilities on your mobile device, please access the Site through a device that provides these capabilities.
You are solely responsible for providing, maintaining and repairing at your own expense all equipment and ancillary services required to access, connect to or otherwise use the Services, including, without limitation, modems and hardware.
Withdrawing Consent. You may not withdraw such consent as long as you have outstanding any investments made through the Site. If you have no outstanding investments made through the Site and wish to withdraw consent to doing business electronically, you may request that we terminate your registered user account with us.
You are not obligated by law to provide us personally identifying information. However, if you do not provide certain personally identifying information, you will not be able to use certain features of this Site.
By registering on the Site, you acknowledge and agree that we may send you email messages about our company, our Services and transactions. By accepting these Terms or using the Site or the Services, you affirmatively consent to receive such commercial messages. DiversyFund will send you email notifications from time to time. Some notifications are required elements of your transactions on our platform, such as confirmations of particular actions you have taken. These mandatory notices are sent typically to notify you of a change in status. For example, you will receive a notice when you are confirmed as an investor.
We also send out notices that are required for legal or security purposes. For example, certain notifications are sent for your own protection to ensure that another person cannot make a change to your account without your knowledge. In other cases, these notifications involve changes to various legal agreements or Site policies. Generally, you may not opt out of such service-related emails.
When you register as an investor, you will receive emails that confirm specific actions you requested. These will include emails to which you must respond to complete your registration and notifications confirming your registration. Thereafter, you will receive emails when a new investment opportunity is offered, as well as updates concerning the progress of the funding of such offering and/or other relevant information. If you make an investment through the Site, DiversyFund will also send you confirmations of the investment as well as occasional updates as to the status of that investment and the timing of distributions relating to that investment.
We may also send you responses to emails you send us, if appropriate. From time to time, we will also send user surveys, requests for user feedback regarding user experience and Site operations, or marketing offers from us or from us on behalf of our marketing partners. Completing these surveys, answering requests for feedback, or accepting any offer is voluntary. If you do not wish to receive these surveys, user feedback emails, and/or marketing offers, please opt out in any offer email you receive from us.
You must keep us informed of any change in your email address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive Disclosures in a timely fashion. You can contact us by e-mail at email@example.com or by calling us at 858-430-8528. You may also reach us by writing to us at the following address: DiversyFund, Inc., Symphony Tower, 750 B Street, Suite 1930, San Diego, CA 92101.
If the personal information on file for you changes, or if you no longer desire our service, you may correct or update it by making the change on our customer information page or by emailing DiversyFund Customer Service. We will retain and use your information as necessary to comply with our legal and/or regulatory obligations, resolve disputes, and enforce our agreements.
If you wish to subscribe to our newsletter(s), we will use your name and email address to send the newsletter to you. You may choose to stop receiving our newsletter or marketing emails by following the unsubscribe instructions included in these emails, accessing the email preferences in your account settings page or you can contact us at the information below.
We follow generally accepted standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however, therefore we cannot guarantee its absolute security. If you have any questions about security on the Site, please contact us.
We have put in place physical and electronic safeguards to help prevent unauthorized access and maintain data security. We reserve the right to initiate civil and criminal proceedings against unauthorized users of the Site or in connection with activities not in compliance with these Terms or applicable law. Records of user activities using the Site may be accessed by law enforcement organizations. We will comply with court orders with respect to requests for information. You agree that the Site is not responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site or your account. Any attempt to gain unauthorized use of the Site’s systems or any account, interfere with procedures or performance of the Site, or deliberately damage or undermine the Site is prohibited and will result in termination of your account, and civil and criminal prosecution.
The Site may be accessed by users located outside the United States. If you choose to use the service from the European Union or other regions of the world with laws governing data collection and use that may differ from the United States law, then please note that you are transferring your personal information outside of those regions to the United States, and that by providing your personal information on or through the Site then you consent to that transfer.
DiversyFund’s name and other DiversyFund service names and logos referenced in this Site are trademarks of DiversyFund. We own the copyright in the Site and all of its content, including its overall appearance, graphics design and underlying source files. Nothing on this Site should be construed as granting any license or right to use our trademarks without written permission of DiversyFund. You may download or copy material from our Site only for your own personal, non-commercial use. Any other use is forbidden.
Except as permitted above, you may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, create derivatives of, or use for any public or commercial purpose the contents of this Site without the prior written permission of DiversyFund. The entire contents of this Site are protected by copyright and/or other intellectual property rights. No copyright notices, other intellectual property or legal notices or other identifying information may be removed from downloaded materials. You may not link to or frame this Site or any portion hereof. You may not use the Site, any content showcased on the Site, or any other information acquired from DiversyFund, viewed on the Site, or otherwise exposed to through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from DiversyFund.
By using this Site you acknowledge, understand and agree that all of the DiversyFund trademarks, copyright, trade name, service marks, and other DiversyFund logos and any brand features, and/or product and service names are and shall remain the property of DiversyFund.
Content. You understand and agree that we may review and edit or delete any messages, communications or other content that you submit using or by means of our Site (collectively, “Content”) that, in the sole judgment of DiversyFund, violate these Terms or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any User. You are solely responsible for the Content you submit and/or publish or display (hereinafter, “post”) to the Site or any material or information you transmit to other Users. By posting Content on any public area of the Site, you automatically grant, as well as represent and warrant, that you have the right to grant to DiversyFund an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display and distribute such information and content and that we have the right to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.
Prohibited Content. The following is a partial list of the type of Content and activities that are illegal or prohibited on the Site. DiversyFund reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending Content from the Site and terminating the registration of each violator. Prohibited Content and activities include, but are not limited to:
While DiversyFund prohibits such conduct and Content on its site, you understand and agree that you nonetheless may be exposed to such Content and that you use the Site at your own risk.
You must use the Site in a manner consistent with any and all applicable laws and regulations. You may not engage in advertising to, or solicitation of, any User to buy or sell any products or services through the Site. Although DiversyFund cannot monitor the conduct of its Users off the site, it is also a violation of these rules to use any information obtained from the Site to harass, abuse or harm another person or to contact, advertise to, solicit or sell to any User without their prior explicit consent.
The Site is made available for your personal, non-commercial use only. Businesses, organizations or other legal entities may not use the Site for any purpose other than with respect to transactions with us.
You may not use the Site for any illegal or unauthorized purpose. International users agree to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from the United States or your country of residence.
Disclaimers; Limitation on Liability
No guarantee; limitations on liability. DiversyFund cannot guarantee that the information posted on this Site or that any information provided by our Customer Service or Investor Relations representatives in any verbal and/or written communications shared with you is accurate, complete or suitable for any purpose and if you choose to rely on such information, you do so at your own risk. In addition, DiversyFund cannot guarantee that the content posted on this Site has not been affected by technical malfunctions or unauthorized tampering. We do not guarantee that material on this Site will be free from infection, viruses, worms, Trojan horses and/or other code that has contaminating or destructive properties. It is your responsibility to take protective steps such as virus checking. DiversyFund does not guarantee any specific level of availability of the Site or Services and we will not be liable as a result of Site or Services unavailability or interruptions.
DiversyFund may alter or remove materials from this Site at any time. THE SITE AND RELATED SERVICES ARE OFFERED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, DIVERSYFUND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS SITE OR ANY INFORMATION POSTED ON OR SERVICES OBTAINED THROUGH THIS SITE, INCLUDING ANY INFORMATION PROVIDED BY DIVERSYFUND THROUGH OFF-SITE COMMUNICATIONS, VERBAL OR WRITTEN. IN NO EVENT WILL DIVERSYFUND, ITS AFFILIATES, EMPLOYEES OR OFFICERS BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS SITE OR DEFECT IN THIS SITE OR ANY INFORMATION CONTAINED IN THIS SITE OR UNAVAILABILITY OR MALFUNCTION OF THE SITE OR ANY INFORMATION PROVIDED BY DIVERSYFUND THROUGH OFF-SITE COMMUNICATIONS, VERBAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER INDIRECT DAMAGES, OR LOSS OF INCOME, REVENUE, BUSINESS OR PROFITS. IF THE FOREGOING LIMITATION OF LIABILITY IS NOT ENFORCEABLE, LIABILITY OF DIVERSYFUND IN CONNECTION WITH THE SITE, USE THEREOF OR INFORMATION APPEARING THEREIN OR ANY OTHER MATTER IS LIMITED TO US $500 DOLLARS. BY USING THIS SITE, YOU EXPRESSLY ASSUME ALL RISK RELATING TO THIS SITE AND USE THEREOF, INCLUDING, WITHOUT LIMITATION, THAT THE INFORMATION AND MATERIALS ON THIS SITE AND IN OFF-SITE COMMUNICATIONS MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.
To the maximum extent permitted by law, under no circumstances and under no legal theory (whether based in equity, contract, negligence, other tortious action, strict liability, or any other theory of liability), shall DiversyFund, its officers, directors, employees, subsidiaries, or affiliated companies be liable for any direct, indirect, incidental, special, consequential, or punitive damages, such as, but not limited to, loss of revenue, loss of anticipated profits, goodwill, diminution of value, business interruption costs, or any other intangible losses (even if we have been advised of the possibility of such damages) arising out of, related to, caused by, or resulting in any way from damage from any security breach or any other security intrusion, or any virus, bugs, other malicious software or harmful components, tampering, interruption, delay in operation or transmission, computer line or network failure, or any other technical or other malfunction. Some jurisdictions do not allow the exclusion or limitation of liability for consequential, incidental, or other damages, so the above limitations may not apply to you: in these jurisdictions, our liability will be limited to the maximum extent permitted by law.
Indemnification. You will indemnify and hold harmless DiversyFund, its affiliates, and any of their respective officers, directors, and employees from and against any and all damages, judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with claims due to, resulting from or arising in connection with your use of this Site or breach of this Agreement.
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement or the breach, termination, enforcement, interpretation or validity thereof (“Dispute”), you and DiversyFund agree to first attempt to negotiate any Dispute (except those Disputes expressly described below) informally for at least three) days before initiating any arbitration. Such informal negotiations will begin upon written notice from one person to the other. You should send your notice to DiversyFund, Symphony Tower, 750 B Street, Suite 1930 San Diego, CA 92101, ATTENTION: LEGAL DEPARTMENT. We will send our notice to your address as set forth in the books and records of the Company or by email to the email address provided by you in connection with your use of Services.
Binding Arbitration at Option of Either Party. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration, and not in a class, representative or consolidated action or proceeding. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to the section of this Agreement titled “Limitations of Liability; Disclaimers”, the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.
No Class Actions. You and the Company agree that any claim brought in connection with a Dispute, whether resolved through arbitration or not, will be brought between the Company and you individually, and that you may not assert any such claim against the Company as plaintiff or class member in any purported class or representative proceeding. To the fullest extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute between you and the Company is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any Dispute in a purported representative capacity on behalf of the general public, other users of the Services or any other persons. If this specific provision is determined to be unenforceable, then the entirety of this titled “Arbitration” will be null and void.
Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; and (2) any claim for injunctive relief.
Effect of Changes on Arbitration. Notwithstanding the provisions of this Agreement related to its amendment blow, if the Company changes any of the terms of this section on “Arbitration’ after the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement), you may reject any such change by sending us written notice (including by electronic mail to firstname.lastname@example.org) within 30 days after the date such change became effective, as indicated in the “Last Updated” date herein or in the date of the Company’s email to you notifying you of such change (whichever is earlier. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the terms of this “Arbitration” section as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement).
The Terms are governed and interpreted pursuant to the laws of the State of California, notwithstanding any principles of conflicts of law. If you access this site from another jurisdiction, you are responsible for ensuring compliance with any local laws relating to access and use of this Site. You hereby consent to the jurisdiction of the qualified courts operating in the State of California.
You acknowledge, understand and agree that your account is non-transferable and any rights to your ID and/or contents within your account shall terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
Attn: Legal Department
750 B Street, Suite 1930
San Diego, California 92101
Last Updated January 13, 2023.