Welcome to the MNStarter portal at app.mnstarter.com (the “Portal”). The MNStarter Portal is operated by MNStarter, SBC, a Minnesota public benefit corporation (“we,” “us,” “our,” or “MNStarter”). The following terms and conditions (together with any documents referred to in them) (collectively, these “Terms”) apply to anyone who makes an investment through our Portal (“you,” “your,” or Investor”).
Eligibility and Account Creation
MNStarter is available to Investors who are Minnesota residents and are eighteen (18) years of age or older and meet all other qualifications and restrictions as provided in these Terms. Any registration by, use of or access to the Portal by any person residing outside of Minnesota, and/or any person under eighteen (18) years of age is unauthorized, unlicensed and in violation of these Terms.
You can browse the Portal without registering for an account, however, to access certain features of the Portal, including to make an investment, you will be required to register your email address and set a password. MNstarter offers three methods to verify Minnesota residency. You may choose any of the methods available: 1) Your IP address is located within Minnesota based on a 3rd-party geolocation service; 2) The location reported by your browser is within Minnesota i.e. you click "Check Location" in the popup; 3) certify your account by contributing to MNStarter using a credit card with a Minnesota billing address.
You certify that all information you provide to us during the account registration process is current, accurate and complete. You are entirely responsible for maintaining the confidentiality of your username and password and all aspects of your account. You agree to notify MNStarter immediately of any breach of security or unauthorized use of your account. You agree that you are solely responsible for all investments made through your account.
In addition to meeting the eligibility requirements above, to qualify as an Accredited Investor you will be required to certify that you are accredited investor by checking a checkbox. These requirements will be automatically amended to match the definition of “Accredited Investor” pursuant to Rule 501 if such definition is amended after the date of these Terms.
If you violate any of these Terms, or otherwise violate an agreement between you and MNStarter, we may terminate your account, delete your profile or any content or information that you have posted on the Portal and/or prohibit you from using or accessing the Portal at any time in our sole discretion, with or without notice.
Investment in MNvest Offerings through the Portal
MNStarter provides a funding platform for Minnesota projects under Minn. Stat. 80A.461 (“MNvest”), an exemption from registration under Minnesota state securities laws, enacted based on certain exemptions permissible under federal securities laws, that allows companies to raise capital in exchange for offering equity ownership of the company (“Offering”). MNvest is available to companies that are (a) formed under the laws of Minnesota; (b) have their principal office located in Minnesota; (c) have at least 80% of the entity’s assets located in Minnesota; (d) have at least 80% of the entity’s gross revenues from the operation of the business in Minnesota; and (e) not be engaged in the business of investing (“Issuer(s)”).
The length of the offering, the funding target, the price of the security, and any minimum or maximum investment requirements are determined by the individual Issuer and are provided on the Portal listing. MNvest restricts the amount of money that can be raised through the Portal. The Offerings appearing on the MNStarter Portal have not been recommended by MNStarter, any federal or state securities commission or division or other regulatory authority. Any decision to invest in an offering 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. You are solely responsible for conducting legal, accounting or due diligence review on the companies and offerings listed on the Portal. You are strongly advised to consult with a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice. The Portal will merely provide you with the ability for you to make your own investment decision without any advice by MNStarter, or any of their respective agents or affiliates.
Although the Portal 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.
Non-accredited Investors can invest up to $10,000 per offering. Accredited Investors are subject to no investment limits. To complete your investment, you will provide secure financial information through our payment provider to ensure transfer of your investment funds to the issuer’s escrow account. If the Issuer reaches its funding target, your funds are released to the Issuer and you receive documentation confirming your investment in the company. If the Issuer does not reach its funding target, your funds are returned to you from the escrow account. You may cancel an investment commitment for any reason up until the identified minimum funding target has been raised.
ONLY INVESTORS WHO MEET THE SPECIFIED REQUIREMENTS (PURSUANT TO APPLICABLE STATE AND FEDERAL SECURITIES LAWS) TO PARTICIPATE IN A PARTICULAR OFFERING LISTED ON THE SITE MAY INVEST IN SUCH OFFERING AND THE OFFERING MATERIALS PROVIDED ON THE PORTAL ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON WHO DOES NOT MEET SUCH SPECIFIED REQUIREMENTS.
ONLY RESIDENTS OF THE STATE OF MINNESOTA MAY PARTICIPATE IN ANY OFFERING LISTED ON THE PORTAL AND THE OFFERING MATERIALS PROVIDED ON THE PORTAL WITH RESPECT TO SUCH OFFERINGS ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON WHO DOES NOT MEET SUCH REQUIREMENTS.
Compliance with MNvest
Notwithstanding anything to the contrary in these Terms, in no event shall anything in these Terms be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act (as defined above), Section 29(a) of the Act of 1934, or any other applicable provision of federal and state securities laws.
The securities offered on the Portal have not been registered under the Securities Act, in reliance on the exemptive provisions of either Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, or Section 3(a)(11) of the Securities Act and Rule 147 promulgated thereunder, as well as applicable state law exemptive provisions (including without limitation MNVest). Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Portal.
IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR DIVISION OR OTHER REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY SUBSECTION (e) OF SEC RULE 147 (CODE OF FEDERAL REGULATIONS, TITLE 17, PART 230.147 (e)) AS PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
I UNDERSTAND AND ACKNOWLEDGE THAT:
If I make an investment in an offering through this MNvest portal, it is very likely that I am investing in a high-risk, speculative business venture that could result in the complete loss of my investment, and I need to be able to afford such a loss.
This offering has not been reviewed or approved by any state or federal securities commission or division or other regulatory authority and that no such person or authority has confirmed the accuracy or determined the adequacy of any disclosure made to me relating to this offering.
If I make an investment in an offering through this MNvest portal, it is very likely that the investment will be difficult to transfer or sell and, accordingly, I may be required to hold the investment indefinitely.
Neither the MNStarter Portal, nor any MNvest issuer or MNvest offering appearing on the Portal is endorsed, sponsored, sanctioned, or recommended by MNvest.
Rewards-Based Crowdfunding Campaigns
In addition to providing a platform for MNvest campaigns, MNstarter also provides a platform to entities conducting rewards-based crowdfunding campaigns (“Rewards Campaigns”). Rewards Campaigns differ from MNvest campaigns in that Rewards Campaigns are not designed to involve a securities transaction. Entities conducting a Rewards Campaign seek financial contributions to support a cause or a project but promise nothing to contributors in return, other than, perhaps, a “reward” of nominal value, such as a t-shirt or other product. All Rewards Campaigns conducted through MNstarter will be clearly designated as Rewards Campaigns. As used in this Agreement and on the MNstarter website, the term "Rewards Campaign" does not refer to a charity nor a Contribution to a tax-exempt organization.
MNstarter’s Role in Rewards Campaigns
MNstarter is an administrative platform only with respect to Rewards Campaigns. MNstarter facilitates the Rewards Campaign transactions between the entity conducting the Rewards Campaign (the “Campaign Organizer”) and contributors to that campaign (“Contributors”). MNstarter is not a party to any agreement between a Campaign Organizer and a Contributor, nor between a Contributor or Campaign Organizer and any other party that receives money or otherwise stands to benefit from the Rewards Campaign. MNstarter is not a broker, agent, financial institution, creditor or insurer for any user acting as Contributor or Campaign Organizer, or who otherwise stands to benefit from a Rewards Campaign. MNstarter has no control over the conduct of, or any information provided by, a Campaign Organizer, a Contributor or any other user participating in a Rewards Campaign, and MNstarter hereby disclaims all liability with respect to such conduct or information to the fullest extent permitted by applicable law.
MNstarter does not guarantee that a Rewards Campaign will obtain a certain amount of Contributions or any Contributions at all. We do not personally endorse any Rewards Campaign or Campaign Organizer and we make no guarantee, explicit or implied, that any information provided through MNstarter is accurate. We expressly disclaim any liability or responsibility for the success of any Rewards Campaign, or the outcome of any fundraising purpose. Contributors must make the final determination as to the value and appropriateness of contributing to any Reward Campaign or Campaign Organizer.
While we have no obligation to verify that the use of any funds raised is in accordance with applicable law and these Terms of Service, we take possible fraudulent activity and the misuse of funds raised very seriously. If any user of MNstarter has reason to believe that a Campaign Organizer is not raising or using the funds for their stated purpose, please contact us to alert our team of this potential issue and we will investigate.
When using the MNstarter website to contribute to a Rewards Campaign, you understand and acknowledge that all information and content provided through MNstarter is for informational purposes only, and MNstarter does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content. No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding any Rewards Campaigns, or any products, services, information or content relating to a Rewards Campaign, you should consult your financial, legal, tax advisers or other professional advisor as appropriate. You acknowledge that all information and content accessed by you using MNstarter is at your own risk.
You understand and acknowledge that MNstarter is not a professional charitable organization and does not qualify for 501(c)(3) status. You also understand that entities conducting Rewards Campaigns through MNstarter are not necessarily professional charitable organizations and do not necessarily qualify for tax exempt status. MNstarter makes no representation or assurance that any contribution made to a Rewards Campaign is tax deductible under your jurisdiction’s applicable tax laws and regulations. Therefore, you should assume that no contributions to a Rewards Campaign made through MNstarter are tax deductible, unless and until you are advised otherwise by a qualified tax adviser. MNstarter does not provide tax advice, nor review or affirm any determination by a tax adviser regarding the tax treatment of contributions made to Rewards Campaigns.
All Contributions are at your own risk. When you make a Contribution to a Rewards Campaign, it is your responsibility to understand how your money will be used. You understand that you may receive nothing in return for your contribution. MNstarter is not responsible for any offers, promises, rewards or promotions made or offered by Rewards Campaigns or Campaign Organizers. We do not and cannot verify the information that Campaign Organizers supply, nor do we guarantee that the contributions will be used in accordance with any fundraising purpose prescribed by a Campaign Organizer. We assume no responsibility to verify whether the contributions are used in accordance with any applicable laws; such responsibility rests solely with the Campaign Organizer, as applicable.
You, as a Campaign Organizer, represent, warrant, and covenant that: (i) all information you provide in connection with a Rewards Campaign is accurate, complete, and not otherwise designed to mislead, defraud, or deceive any user; (ii) all contributions to your Rewards Campaign will be used solely as described in the materials that you post or otherwise provide; (iii) you will comply with your jurisdiction’s applicable laws and regulations when you solicit funds, particularly, but not limited to, laws relating to your marketing and solicitation for your project; (iv) your Rewards Campaign does not involve the offer or sale of a security, as defined under any applicable federal or state law; and (v) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us. You authorize MNstarter, and MNstarter reserves the right to, provide information relating to your Rewards Campaign to Contributors and beneficiaries of your Rewards Campaign or law enforcement or to assist in any investigation.
You are granted a non-exclusive, non-transferable, revocable license to access and use the Portal. As a condition of your use of the Portal, you warrant that you will not use the Portal for any purpose that is unlawful or prohibited by these Terms. You may not use the Portal in any manner which could damage, disable, overburden, or impair the Portal or interfere with any other party's use and enjoyment of the Portal. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Portal.
All content included as part of the Portal, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Portal, is our property or the property of our suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Portal. Our content is not for resale. Your use of the Portal does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without our express written permission. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to our intellectual property or our licensors except as expressly authorized by these Terms.
You may review personal information posted by or relating to other Users on the Portal, but you are not authorized to disclose such information for any purpose. You may not reproduce any personal information. Further, you represent and warrant that: (a) you do not have the ability to match any personal information posted by or relating to other Users to the identity of any individual; (b) you will not make any attempt to obtain data permitting you to match any personal information posted by or relating to other Users to the identity of any individual; (c) you will not accept any information from any third party that permits such a match; and (d) you will make no such match.
User Content on the Portal
To the extent portions of the Portal allow you to comment or otherwise post regarding content on the Portal (“User Content”), you may not post User Content that:
Violates any copyright, trademark rights, patent rights, rights in know-how, privacy or publicity rights, trade secret rights, confidentiality rights, contract rights, or other rights of any individual or legal entity;
Is harmful; hateful; threatening; abusive; harassing; defamatory or libelous; sexually explicit, vulgar, lewd, obscene, or pornographic; racially, ethnically or otherwise objectionable or offensive; inappropriate; or inflammatory;
You know (or reasonably should know) is false, deceptive or misleading;
Contains information that could be used for identity theft purposes, such social security numbers, credit card, bank account or other financial information, driver’s license numbers, security codes or passwords;
Links to materials or other content, directly or indirectly, to which you do not have a right to link or that violates these restrictions; or
Violates any applicable local, state, national, or international law.
MNStarter does not and shall not have any obligation to review User Content, and therefore we do not guarantee the accuracy, integrity or quality of User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable User Content will not appear on our Portal. We do, however, reserve the right to review any or all User Content in our sole discretion. In addition, we reserve the right to alter, edit or remove any User Content, in whole or in part, at our sole discretion.
UNDER NO CIRCUMSTANCES SHALL MNSTARTER OR ITS AFFILIATES BE LIABLE IN ANY WAY FOR ANY USER CONTENT POSTED ON OR MADE AVAILABLE THROUGH THE PORTAL. We do not control, have no obligation to monitor, and are not responsible for what users post and are not responsible for any offensive, inappropriate, obscene, unlawful, infringing or otherwise objectionable or illegal User Content on the Portal.
Digital Millennium Copyright Act Policy
Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”).
If you believe that any content on the Portal infringes on the intellectual property of a third party, you may send it to firstname.lastname@example.org. To submit a claim, you must identify your full name, mailing address and phone number, a description of the copyrighted work that has been infringed, a description of the content on the Portal that infringes upon the copyright, and a declaration that: (i) you, in good faith, believe the information is infringing on the copyright of a third party, (ii) the information you include in your notice is accurate, and (iii) you are authorized on behalf of the copyright owner to submit the claim. You may not submit a copyright claim on behalf of another individual or organization with which you have no affiliation.
Consent to Electronic Transactions, Disclosures and Communication
You may not withdraw such consent as long as you have outstanding any investments made through the Portal. If you have no outstanding investments made through the Portal and wish to withdraw consent to doing business electronically, we will terminate your account with us.
To opt out of receiving marketing emails from us follow the “unsubscribe” link on the email to change your user preferences. There are certain system-generated and legal notices that you cannot opt out of without deactivating your account.
You will keep us informed of any change in your email or mailing address so that you can continue to receive all communications and disclosures in a timely fashion. If your registered email or mailing address changes, you must notify us of the change by sending an email to email@example.com
Links to Other Websites
The Portal may contain hyperlinks to websites operated by third parties. We do not control such websites and will not be responsible for their content or for any breach of contract or any intentional or negligent action on the part of such third parties, which results in any loss, damage, delay or injury to you or your companions. Inclusion of any linked website on the Portal does not imply or constitute approval or endorsement of the linked website by us. If you decide to leave the Portal to access these third-party sites, you do so at your own risk. All rules, policies (including privacy policies) and operating procedures of websites operated by third parties will apply to you while on such sites. We are not responsible for information provided by you to third parties.
Hardware and Software Requirements
In order to access and retain Disclosures electronically, 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; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.
WARRANTY AND LIMITATION OF LIABILITY
MNSTARTER MAKES NO REPRESENTATION AS TO THE COMPLETENESS OR ACCURACY OF ANY ISSUER INFORMATION PROVIDED ON THE PORTAL. MNSTARTER ALSO DOES NOT ENDORSE OR REPRESENT THE RELIABILITY OR ACCURACY OF ANY ISSUER OR OF ANY ISSUER CONTENT OR INFORMATION DISTRIBUTED THROUGH OR ACCESSED FROM THE PORTAL, AND DOES NOT PURPORT TO HAVE PERFORMED ANY INVESTIGATION INTO ANY ISSUER OR ANY ISSUER INFORMATION PROVIDED ON THE PORTAL.
THE PORTAL, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE PORTAL, 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.
Portal Change or Termination
We may, without prior notice, change the Portal or stop providing the Portal and/or the services at any time. We may also permanently or temporarily terminate or suspend your access to the Portal without prior notice or liability, for any reason, including if in our sole determination you violate any provision of these Terms. Upon termination of these Terms or your access to the Portal for any reason, you will continue to be bound by these Terms.
You agree to indemnify, defend and hold harmless MNStarter, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Portal, any claim that your content violates the intellectual property rights of a third party], your violation of these Terms or your violation of any rights of a third party or your violation of any applicable laws, rules or regulations. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.
Governing Law, Venue and Jurisdiction
To contact us, email us at firstname.lastname@example.org