Effective Date: November 15, 2017.

Welcome!  This privacy policy (“Privacy Policy”) governs the website (including both mobile and online versions) (the “Site”), including your use of interactive features, platforms, marketplace, widgets, plug-ins, applications, content, downloads and/or other online services that we own and control and that post a link to this Privacy Policy (collectively with the Site, the “Service”), which are made available by Verbhouse Management Capital LLC and its subsidiaries and affiliates, including Verbhouse Inc. and Verbhouse Capital Partners LLC (collectively, the “Verbhouse Entities” and individually a “Verbhouse Entity”, “we” “our” or “us”).  This Privacy Policy does not apply to data we receive from third parties, unless we combine such data with Personal Information (defined below) that we have ourselves collected under this Privacy Policy. This Privacy Policy does not apply to our data collection activities offline or otherwise outside of our Service (unless otherwise stated below), and does not govern the data practices of third parties that may interact with our Service.

To the extent we provide you notice on our Service of different or additional privacy policies or practices (e.g., at the point of our collection), those additional terms shall govern such data collection and use.

In addition, please review the Service’s Terms of Use, which governs your use of the Service.  By using our Service, you consent to our Privacy Policy and Terms of Use and our collection, use and sharing of your information and data, and other activities, as described below.  If you do not agree to the terms of this Privacy Policy, please do not provide us with any Personal Information and do not use this Service.


Information You Provide to Us

On the Service, we may ask you to provide us with certain categories of information, such as: (1) personally identifiable information, which is information that identifies you personally, such as your first and last name, phone number, social security number, username and password, financial information, date of birth, home address and email address (“Personal Information”); and (2) business information, such as information about the company you work for, business contact information, your job title and company financial information (“Business Information”).  We may collect this information through various forms and in various places on the Service, including if you register for an account, through “contact us” forms, or when you otherwise interact with the Service.  If we combine Business Information with the Personal Information we collect directly from you on the Service, we will treat the combined data as Personal Information under this Privacy Policy.

Information Collected and Stored As You Access and Use the Service

In addition to any Personal Information or other information that you choose to submit to us via our Service, we and our third-party service providers may use a variety of technologies that automatically (or passively) store or collect certain information whenever you visit or interact with the Service (“Usage Information”).  This Usage Information may be stored or accessed using a variety of technologies that may be downloaded to your personal computer, browser, laptop, tablet, mobile phone or other device (a “Device”) whenever you visit or interact with our Service.  To the extent we associate Usage Information with your Personal Information we collect directly from you on the Service, we will treat it as Personal Information.  This Usage Information may include:

  • your IP address, UDID or other unique identifier (“Device Identifier”).  A Device Identifier is a number that is automatically assigned to your Device used to access the Service, and our computers identify your Device by its Device Identifier;
  • your Device functionality (including browser, operating system, hardware, mobile network information);
  • the areas within our Service that you visit and your activities there, including remembering you and your preferences;
  • your Device location;
  • your Device characteristics; and
  • certain other Device data, including the time of day, among other information.  We may use various methods and technologies to store or collect Usage Information (“Tracking Technologies”).  Tracking Technologies may set, change, alter or modify settings or configurations on your Device.  A few of the Tracking Technologies used on the Service, include, without limitation, cookies, web beacons, embedded scripts, browser fingerprinting, entity tags, UTM codes, and recognition technologies that make assumptions about users and devices (and subsequent technology and methods later developed).

We may use Tracking Technologies for a variety of purposes, including:

Strictly Necessary.  We may use cookies or other Tracking Technologies that we consider are strictly necessary to allow you to use and access our Service, including cookies required to prevent fraudulent activity, improve security or allow you to make use of Service functionality.

Performance‑Related.  We may use cookies or other Tracking Technologies that are useful in order to assess the performance of the Service, including as part of our analytic practices or otherwise to improve the content, ads, products or services offered through the Service.

Functionality-Related.  We may use cookies or other Tracking Technologies that are required to offer you enhanced functionality when accessing the Service, including identifying you when you use our Service or keeping track of your specified preferences.

Targeting‑Related.  We may use Tracking Technologies to deliver content, including ads relevant to your interests on our Service and third‑party services based on how you interact with our advertisements and/or content.  This includes using Tracking Technologies to understand the usefulness to you of the content and ads that have been delivered to you.

There may be other Tracking Technologies now and later devised and used by us in connection with the Service.  Further, third parties may use Tracking Technologies in connection with our Service, which may include the collection of information about your online activities over time and across third-party websites or online services as well as across your Devices.  We may not control those Tracking Technologies and we are not responsible for them.  However, you consent to potentially encountering third-party Tracking Technologies in connection with use of our Service and accept that our statements under this Privacy Policy do not apply to the Tracking Technologies or practices of such third parties.

Location-Based Information

Our Service may use location-based services in order to locate you so we may verify your location, deliver you relevant content and ads based on your location as well as to share your location with our vendors as part of the location-based services we offer.  You may be able to change the settings on your Device to prevent it from providing us with such information.  Unless you provide consent, this location data is collected anonymously in a form that does not personally identify you and is used by us and our partners and licensees to provide and improve location-based products and services.  You should consider the risks involved in disclosing your location information to other people.

Information Third Parties Provide About You

We may, from time to time, supplement the information we collect directly from you on our Service with outside records from third parties for various purposes, including to enhance our ability to serve you, to tailor our content to you and to offer you opportunities that may be of interest to you.  Further, we may use third parties to collect details about you from financial institutions.  To the extent we combine information we receive from those sources with Personal Information we collect on the Service, it will be treated as Personal Information and we will apply this Privacy Policy to such combined information, unless we have disclosed otherwise.  In no other circumstances do our statements under this Privacy Policy apply to information we receive about you from third parties, even if they have used our technology to collect it and share it with us.

Interactions with Third-Party Services

The Service may include functionality that allows certain kinds of interactions between the Service and a third-party web site or application.  The use of this functionality may involve the third-party operator providing certain information, including Personal Information, to us.  For example, we may provide third-party sites’ interfaces or links on the Service to facilitate your sending a communication from the Service.  For example, we may use third parties to facilitate emails, tweets or Facebook postings.  These third parties may retain any information used or provided in any such communications or other activities and these third parties’ practices are not subject to our Privacy Policy.  We may not control or have access to your communications through these third parties.  Further, when you use third-party sites or services, you are using their services and not our services and they, not we, are responsible for their practices.  You should review the applicable third-party privacy policies before using such third-party tools on our Service.

California Do Not Track Disclosures

Various third parties are developing or have developed signals or other mechanisms for the expression of consumer choice regarding the collection of information about an individual consumer’s online activities over time and across third-party websites or online services (e.g., browser do not track signals).  Currently, we do not monitor or take any action with respect to these signals or other mechanisms.


You may send someone else a communication from the Service, such as sending an opportunity to a friend.  If so, the information you provide (names, email addresses, etc.) is used to facilitate the communication and is not used by us for any other marketing purpose unless we obtain consent from that person or we explicitly say otherwise.  Please be aware that when you use any send-to-a-friend functionality on our Service, your contact information, name or username and message may be included in the communication sent to your addressee(s).  Some of these tools may be third-party tools subject to third-party privacy policies.


We may use your Personal Information, Business Information or Usage Information that is subject to this Privacy Policy:

  • to determine suitability to use the Service;
  • to provide you with information such as to send you electronic newsletters or to provide you with special offers or promotional and marketing materials on behalf of us or third parties, including to let you know about new products, services or upcoming events;
  •  to process and track; 
  • to verify your identity, including your accounts on the Service;
  • manage risk, or to detect, prevent, and/or remediate fraud or other potentially prohibited or illegal activities;
  • manage and protect our information technology infrastructure;
  • to provide the Service, including the marketplace opportunities available on the Service;
  • to improve the Service, marketing endeavors or our Service offerings;
  • to customize your experience on the Service or to serve you specific content or ads that are relevant to you;
  • to provide customer support, including to resolve disputes, collect fees and troubleshoot problems;
  • to contact you with regard to your use of the Service and, in our discretion, changes to the Service and/or Service’s policies;
  • to identify your product and Service preferences so that you can be informed of new or additional products, services and promotions;
  • to enable you to participate in a variety of the Service’s features;
  • to improve the overall experience at the Service;
  • to comply with our legal and regulatory obligations;
  • for internal business purposes; and
  •  for purposes disclosed at the time you provide your information or as otherwise set forth in this Privacy Policy.


We may share non-Personal Information, such as aggregated user statistics, with third parties.  Further, we may share your Device Identifiers with third parties along with data related to you and your activities.  We may share your Personal Information with Sponsors (as defined in the Terms of Use), borrowers, investors, banks, lenders, credit bureaus, agencies and payment processing service providers so they can assist with processing transactions initiated from your Service account.  Further, we may share your Personal Information with third parties such as business partners or others with whom we have marketing or other relationships for the third parties’ direct marketing purposes.  If you are a California resident, you have the right to request additional information about this sharing, so please see Section (4)(f) below.  In addition, we may share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information and as described below or otherwise in this Privacy Policy.  We may additionally disclose your information as follows:

When You Request Information From or Provide Information to Third Parties

You may be presented with an option on our Service to receive certain information and/or marketing offers directly from third parties or to have us send certain information to third parties or give them access to it.  If you choose to do so, your Personal Information and other information may be disclosed to such third parties and all information you disclose will be subject to the third-party privacy policies and practices of such third parties.  In addition, third parties may store, collect or otherwise have access to your information when you interact with their Tracking Technologies, content, tools, apps or ads on our Service or link to them from our Service.  This may include using third-party tools such as Facebook, Twitter, Pinterest or other third-party posting or content sharing tools and by so interacting you consent to such third party practices.  We are not responsible for the privacy policies and practices of such third parties and, therefore, you should review such third-party privacy policies and practices of such third parties prior to requesting information from or otherwise interacting with them.

Third Parties Providing Services on our Behalf

We may use third-party vendors to perform certain services on behalf of us or the Service, such as: (i) to assist us in Service operations; (ii) to manage a database of customer information; (iii) hosting the Service; (iv) designing and/or operating the Service’s features; (v) tracking the Service’s activities and analytics; (vi) enabling us to send you special offers or perform other administrative services; (vii) process transactions; and (viii) other services designed to assist us in maximizing our business potential.  We may provide these vendors with access to user information, including Device Identifiers and Personal Information, to carry out the services they are performing for you or for us.  Third-party analytics and other service providers may set and access their own Tracking Technologies on your Device and they may otherwise collect or have access to information about you, potentially including Personal Information, about you.  We are not responsible for those third party technologies or activities arising out of them.  However, some may offer you certain choices regarding their practices, and information we have been informed of regarding such choices is available below.  We are not responsible for the effectiveness of or compliance with any third parties’ opt-out options.

To Protect Our Rights 

We may access, use, preserve, transfer and disclose your information (including Device Identifiers and Personal Information) to third parties: (i) to satisfy any applicable law, regulation, subpoenas, governmental requests or legal process if in our good faith opinion such is required or permitted by law; (ii) to protect and/or defend the Service’s Terms of Use or other policies applicable to the Service, including investigation of potential violations thereof; (iii) to protect the safety, rights, property or security of the Service or any third party; and/or (iv) to detect, prevent or otherwise address fraud, security or technical issues.  Further, we may use IP address or other Device Identifiers to identify users, and may do so in cooperation with third parties such as copyright owners, internet service providers, wireless service providers and/or law enforcement agencies, including disclosing such information to third parties, all in our discretion, subject to applicable law.  Such disclosures may be carried out without notice to you.

Affiliates and Business Transfer

We may share your information, including your Device Identifiers and Personal Information, Business Information and Usage Information with our parent, subsidiaries and affiliates.  We also reserve the right to disclose and transfer all such information: (i) to a subsequent owner, co-owner or operator of the Service or applicable database; or (ii) in connection with a merger, consolidation, restructuring, the sale of substantially all of our interests and/or assets or other corporate change, including, during the course of any due diligence process.

Your Connecticut Privacy Rights

Connecticut law requires any person or entity that collects Social Security numbers from Connecticut residents in the course of business to create a privacy protection policy and to publish or display it publicly.  It is our policy to protect the confidentiality of Social Security numbers in our possession from misuse and improper disclosure by maintaining and enforcing policies and physical and electronic safeguards against misuse and improper disclosure.  Unlawful disclosure of Social Security numbers is prohibited, and access to them is limited to personnel who need access to such information in order to perform their job functions.

Your California Privacy Rights

We may elect to share information about you with third parties for those third parties’ direct marketing purposes.  California Civil Code § 1798.83 permits California residents who have supplied personal information (as defined in the law) to us to, under certain circumstances, request and obtain certain information regarding our disclosure, if any, of personal information to third parties for their direct marketing purposes.  If this law applies to you, you may obtain the categories of personal information shared by us and the names and addresses of all third parties that received personal information for their direct marketing purposes from us during the immediately prior calendar year (e.g., requests made in 2017 will receive information about 2016 sharing activities).  To make such a request, please provide sufficient information for us to determine if this applies to you, attest to the fact that you are a California resident and provide a current California address for our response.  To make such a request (limit one request per year), please send an email to:, with “California Privacy Rights” as the subject line or mail us a letter to: 825 Van Ness Avenue, #302 San Francisco CA 94109.[1]  You must include your full name, email address, and postal address in your request.


Public Information

The Service may permit you to submit ideas, photographs, investment information, loan information, investing experience, company information video, audio recordings, computer graphics, pictures, data, information about your location, questions, comments, suggestions or other content, including Personal Information (collectively, “User Content”), such as on publicly available investment profiles.  We or others may store, display, reproduce, publish, distribute or otherwise use User Content online or offline in any media or format (currently existing or hereafter developed) and may or may not attribute it to you.  Others may have access to this User Content and may have the ability to share it with third parties.  Please think carefully before deciding what information you share, including Personal Information, in connection with your User Content.  Please note that we do not control who will have access to the information that you choose to make public, and cannot ensure that parties who have access to such publicly available information will respect your privacy or keep it secure.  We are not responsible for the privacy or security of any information that you make publicly available on the Service or what others do with information you share with them on the Service.  We are not responsible for the accuracy, use or misuse of any User Content that you disclose or receive from third parties through the Service.

Name and Likeness

We may also publish your name, voice, likeness and other Personal Information that is part of your User Content, and we may use the content, or any portion of the content, for advertising, marketing, publicity and promotional activities.  For full terms and conditions regarding User Content you submit to the Service, please review our Service’s Terms of Use.


We and third parties such as network advertisers and ad exchanges may serve advertisements on the Service or across the Internet and may use third party analytics service providers to evaluate and provide us and/or third parties with information about the use of these ads on third party sites and viewing of ads and of our content.  Network advertisers are third parties that display advertisements, which may be based on your activities across the Internet and mobile media (“Behavioral Ads”).  Behavioral Ads enable us to target advertisements to you for products and services in which we believe you might be interested.  If you object to receiving Behavioral Ads from us on third party sites, you can learn more about your ability to limit Behavioral Ads below.  Our third party ad network and exchange providers, the advertisers and/or traffic measurement services may themselves set and access their own technologies on your Device and track certain behavioral Usage Information via a Device Identifier.  These third party technologies may be set to, among other things: (a) help deliver advertisements to you that you might be interested in; (b) prevent you from seeing the same advertisements; and (c) understand the usefulness of the advertisements that have been delivered to you.  You acknowledge and agree that associated technology may access and use your Device and may set or change settings on your Device in connection with the associated operations.  Note that any images (or any other parts of content) served by third parties in association with third-party ads or other content may serve as web beacons, which enable third parties to carry out the previously described activities.  Statements regarding our practices do not apply to the methods for collecting information used by these third parties or the use of the information that such third parties collect.  We do however work with third parties to make efforts to have you provided with information on their practices and any available opportunity to exercise choice.  The relevant third party’s terms of service, privacy policy, permissions, notices and choices should be reviewed regarding their collection, storage and sharing practices.  We make no representations regarding the policies or practices of third party advertisers or advertising networks or exchanges or related third parties.

Some third parties may offer you certain choices regarding their practices, and information we have been informed of regarding such choices is available below.  Further, while sites use a variety of companies to serve advertisements, you may wish to visit http://‌‌optout_nonppii.asp, which provides information regarding this practice by Network Advertising Initiative (“NAI”) members, and your choices regarding having this information used by these companies, including the “opt-out” procedures of NAI members.  Opting out of one or more NAI members only means that those NAI members no longer will be allowed under their own rules to deliver Behavioral Ads to you, but does not mean you will no longer receive any targeted content and/or ads.  Also, if your browsers are configured to reject cookies when you visit this opt-out page, or you subsequently erase your cookies, use a different Device or change web browsers, your NAI opt-out may not, or may no longer, be effective.  You may also opt-out of receiving Behavioral Ads on participating sites and services by visiting the Digital Advertising Alliance (“DAA”) website at http://‌‌choices.  Similar limitations may apply to the DAA opt-out.  We are not responsible for effectiveness of or compliance with any third parties’ opt-out options or programs.


When you are on the Service you may be directed to other sites and apps that are operated and controlled by third parties that we do not control such as merchants who directly sell products and services to you.  We are not responsible for the data collection and privacy practices employed by any of these third parties or their sites or apps and they may be tracking you across multiple online services and may be sharing the results of that tracking with us and/or others.  These third parties may have their own terms of service, privacy policies or other policies and ask you to agree to the same.  For example, if you “click” on a link, the “click” may take you off the Service onto a different location.  These other online services may associate their Tracking Technologies with you, independently collect information about you, including Personal Information, and may or may not have their own published privacy policies.  We are not responsible for these third-party privacy policies or the practices of third-party owners.  Be sure to review any available policies before submitting any personally identifiable information to a third-party application or otherwise interacting with it and exercise caution in connection with these applications.  We also encourage you to note when you leave our Service and to review the third-party privacy policies of all third-party locations and exercise caution in connection with them.  How Do I Change My Information and Communications Preferences?


You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information provided as part of registration.  The Service may allow you to review, correct or update Personal Information you have provided through the Service’s registration forms or otherwise by updating your Service account and you may provide registration updates and changes by contacting us by email at:  If so, we will make good faith efforts to make requested changes in our then active databases as soon as reasonably practicable (but we may retain prior information as business records).  Please note that it is not always possible to completely remove or delete all of your information from our databases and that residual data may remain on backup media or for other reasons.  When you edit your Personal Information or change your preferences on the Service, information that you remove may persist internally for our administrative purposes.  You may cancel or modify our email marketing communications you receive from us by following the instructions contained within our promotional emails.  This will not affect subsequent subscriptions and if your opt-out is limited to certain types of emails the opt-out will be so limited.  Please note that we reserve the right to send you certain communications relating to your account or use of our Service, such as administrative and Service announcements and these transactional account messages may be unaffected if you choose to opt-out from receiving our marketing communications.  

If you have any questions about the Privacy Policy or practices described in it, you should contact us in the following ways:

Postal Mail: 825 Van Ness Avenue, Suite 302 San Francisco CA 94109;



Our Service is operated in the United States and intended for users located in and outside the United States.  If you are located outside of the United States, please be aware that information we collect, including Personal Information, will be transferred to, and processed, stored and used in the United States.  The data protection laws in the United States may differ from those of the country in which you are located, and your Personal Information may be subject to access requests from governments, courts, or law enforcement in the United States according to laws of the United States.  By using the Service or providing us with any information, you consent to the transfer to, and processing, usage, sharing and storage of your information, including Personal Information, in the United States as set forth in this Privacy Policy.


We understand the importance of protecting children’s privacy in the interactive world.  We are a general audience service and do not use the Service to knowingly collect personal information from children under the age of thirteen (13) that requires parental notice and consent under the Children’s Online Privacy Protection Act (“COPPA”) without such parental consent.  If you are a child under thirteen (13) years of age, you are not permitted to use the Service and should not send any information about yourself to us through the Service.  In the event that we become aware that we have collected personal information from any child, we will dispose of that information in accordance with COPPA and other applicable laws and regulations.  If you are a parent or guardian and you believe that your child under the age of thirteen (13) has provided us with personal information without COPPA-required consent, please contact us at:


We work hard to incorporate commercially reasonable safeguards to help protect and secure your Personal Information.  However, no data transmission over the Internet, mobile networks, wireless transmission or electronic storage of information can be guaranteed to be 100% secure.  Please note that we cannot ensure the security of any information you transmit to us, and you use our Service and provide us with your information at your own risk.


We reserve the right to change this Privacy Policy at any time.  Any changes will be effective immediately upon the posting of the revised Privacy Policy and your use of our Service indicates your consent to the privacy policy posted at the time of use.  However, we will not use your previously collected Personal Information in a manner materially different than represented at the time it was collected without your consent.  To the extent any provision of this Privacy Policy is found by a competent tribunal to be invalid or unenforceable, such provision shall be severed to the extent necessary for the remainder to be valid and enforceable.

The following third parties that collect information from you on the Service have given us notice that you may obtain information on their policies and practices, and in some instances opt-out of certain of their activities, as follows:

Party: Google Analytics

Service: Analytics

For More Information:‌analytics/‌learn/‌privacy.html

Use of Tracking Technologies: Yes

Privacy Choices: https://‌‌dlpage/‌gaoptout/

PLEASE NOTE:  We are not responsible for third-party policies or practices.  We try to keep this information current, and will add to and subtract from the list above as appropriate, but it is provided as a courtesy and may not be current or accurate.  Please contact the relevant third parties regarding their privacy and data security policies and practices.

Copyright © 2017 Verbhouse Management Capital LLC.  All rights reserved.



Effective Date: November 15, 2017.



Welcome!  These Terms of Use (“Terms”) govern the website (including both mobile and online versions) (the “Site”), including your use of interactive features, platforms, marketplace, widgets, plug-ins, applications, content, downloads and/or other online services that we own and control and that post a link to these Terms (collectively with the Site, the “Service”), which are made available by Verbhouse Management Company LLC and its subsidiaries and affiliates, including Verbhouse Capital Partners LLC and Verbhouse Inc. (collectively, the “Verbhouse Entities” and individually a “Verbhouse Entity”, “we” “our” or “us”).  By using the Service, you acknowledge and accept the Service’s Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy.  You acknowledge that the Verbhouse Entities are not registered broker-dealers or crowdfunding portals and do not engage in any conduct that would require registration with government authorities in any jurisdiction. 


For purposes of the Service, the Verbhouse Entities do not provide legal, accounting, investment or tax advice.  Any representation or implication to the contrary is expressly disclaimed.  You should consult your own legal, accounting, investment and tax experts before using the Service.

If You Want to Use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations.  Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted.  Therefore, do not use the Service if you do not agree.

The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, and your indemnity of us – we would not make the Service available to you.

By accessing and/or using the Service, you agree to be bound by these Terms.  In some instances, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively “Additional Terms”).  To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.  Additionally, certain features and services made available through the Service from time to time may be governed by different terms of use.

1.                  Important Notices Applicable to Your Use of the Service

It’s important that you read the entire Terms but here are some of the more significant investment notices that we want to bring to your attention at the outset:

·                     The federal and state laws applicable to private investments and finance are complex.  In general, they are designed to protect unsophisticated people from making ill-advised investments.  These Terms are designed to minimize the risk to the Verbhouse Entities if any unsophisticated/unaccredited individuals try to become investors through the Service, and to protect the Verbhouse Entities in the event that anyone claims he, she or it was damaged by using the Service.

·                     If you choose to invest in certain of the investments made available via the Service, you will enter into various agreements regarding the investments (the “Investment Documents”) between you and the Verbhouse Entity offering such investments (the “Sponsor”).  In all events, the commercial transactions which are the subject of the Investment Documents are governed by such Investment Documents and not these Terms, and in the event of any conflict between the terms of the Investment Documents and these Terms, the Investment Documents will control.

·                     Neither the information nor any opinion expressed on the Service constitutes an offer by the Verbhouse Entities to buy or sell any securities or financial instruments or provide any investment advice or related services.  None of the Services shall be construed as an offer to buy, or the solicitation of an offer to sell, any securities.  Investments can and do lose money and you should be prepared to lose your entire investment in any investment made available by the Verbhouse Entities.

·                     The information provided on the Service by us or our users about investment opportunities may not be available to or suitable for you.  Not all strategies are appropriate at all times.  The Verbhouse Entities are not obligated to perform, and has not performed, an analysis of investor suitability with respect to the investments available through the Service.

·                     The opinions expressed on the Service by us or our users do not constitute investment advice.  Independent professional advice should be sought in all cases before investing in an opportunity offered on or through the Service.  The value and income of any of the investing opportunities mentioned on the Service by us or users can fall as well as rise and an investor may get back less than he or she invested or nothing at all.  Past performance is not necessarily a guide to future performance.  The investment opportunities mentioned on the Service may often have tax consequences; therefore, it is important to bear in mind that we do not provide tax advice.  The levels and bases of taxation can change.  Investors’ tax affairs are their own responsibility and investors should consult their own attorneys or other tax advisors in order to understand the tax consequences of any investments mentioned on the Service.  The Verbhouse Entities do not endorse or recommend any of the companies or investments included on the Service.

·                     The Verbhouse Entities do not offer legal advice.  You are encouraged to seek legal counsel prior to investing or using the Service.

·                     The Verbhouse Entities reserves the right to reject, cancel, interrupt, remove, or suspend any investment posted on the Service at any time and for any reason.  The Verbhouse Entities are not liable for any damages as a result of any of those actions.  The Verbhouse Entities policy is not to comment on the reasons for any of those actions.

·                     The Verbhouse Entities are not liable for any damages or loss incurred related to investments, loans or any other use of the Service.  All dealings are solely between users.  The Verbhouse Entities are under no obligation to become involved in disputes between any users, or between users and any third party.  This includes, but is not limited to, delivery of capital, goods and services, and any other terms, conditions, warranties, or representations associated with investments available on the Service.  The Verbhouse Entities do not oversee the performance or punctuality of investment opportunities.  The Verbhouse Entities do not guarantee the completion of any investment opportunity stated to be undertaken by any company or warrant the outcome or success of any investment or any company.

2.                  Service Content, Ownership, Limited License and Rights of Others

A.                Content.  The Service contains a variety of: (i) materials and other items relating to and posted by the Verbhouse Entities, and their products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of the Verbhouse Entities (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).

B.                 Ownership.  The Service (including past, present, and future versions) and the Content are owned or controlled by the Verbhouse Entities, our licensors and/or certain other third parties.  All right, title, and interest in and to the Content available via the Service is the property of the Verbhouse Entities or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.  The Verbhouse Entities own the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.

C.                Limited License.  Subject to your strict compliance with these Terms and any Additional Terms, the Verbhouse Entities grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only.  The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in the Verbhouse Entities sole discretion, and without advance notice or liability.  In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.

D.                Rights of Others.  When using the Service, you must respect the intellectual property and other rights of the Verbhouse Entities and others.  Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

3.                  Service and Content Use Restrictions

A.                Service Use Restrictions.  You agree that you will not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to the Verbhouse Entities; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, the Verbhouse Entities, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User Content (defined below); (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any Additional Terms.

B.                 Content Use Restrictions.  You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of the Verbhouse Entities or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C.                Availability of Service and Content.  The Verbhouse Entities may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in the Verbhouse Entities’ sole discretion, and without advance notice or liability.

D.                Reservation of All Rights Not Granted as to Content and Service.  These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  All rights not expressly granted to you are reserved by the Verbhouse Entities and its licensors and other third parties.  Any unauthorized use of any Content or the Service for any purpose is prohibited.

4.                  Accounts and Eligibility

A.                Accounts.  By accessing or using the Service in any manner, you become a Service user.  Users who have or represent a business or commercial-related enterprise that wish to invest in the Verbhouse Entities’ offerings may elect to create a profile for themselves or for an entity they create for investment purposes.  The Service connects accredited investors with investment opportunities and efficiently communicates with investors, distributes investment documents and centralizes ongoing investor relations.  Users visit the Service to learn, create profiles, browse, and/or invest.  In order to access or use some (or potentially all) of the features on the Service, you may be required to first register for a user or company account through our registration process that we make available through the Service.  The Service’s practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy.  If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive.  We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.  We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.  If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account.  We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

B.                 Accredited Investor.  The securities offered on this Service may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended.  Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors.  Before you can invest in any of the securities offerings on the Service, you must register with the Service and qualify as an “Accredited Investor.”  Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an accredited investor.  You acknowledge and agree that all information you provide for the registration is complete and accurate.  YOU MUST BE AN ACCREDITED INVESTOR TO INVEST IN ANY OFFERING POSTED ON THE SERVICE AND PROVIDE THIRD PARTY VERIFICATION.  WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS.  You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide us with such information in writing.

C.                Other Eligibility Requirements.  The Service is available only to individuals who are at least the age of majority in their jurisdiction of residence.  You represent and warrant that if you are an individual, you are at least the age of majority in your jurisdiction of residence, that you are fully able and competent to enter into the terms and conditions set forth in these Terms and other agreements on the Service, and that all registration information you submit is accurate and truthful.  If you are an entity applying to participate in an investment transaction using the Service, you represent and warrant that the investment is being conducted by a legal U.S. entity, including, but not limited to, limited liability companies, corporations, and limited liability partnerships that is registered to conduct business in its state of incorporation/formation.  The Verbhouse Entities may, in their sole discretion, refuse to offer the Service to any person or entity and the Verbhouse Entities may, in their sole discretion, change its eligibility criteria at any time.  If you enter the Service as a business borrower representative, create a business borrower profile, or hold yourself out as a representative or agent of a current or prospective business borrower, you represent and certify that you are authorized to act on behalf of the business borrower with full authority to represent the business borrower and form binding legal commitments on behalf of the business borrower, to include the authority to enter into legally binding debt agreements.

5.                  Feedback You Submit

A.                General.  The Verbhouse Entities may now or in the future offer users of the Service the opportunity to post, upload, display, publish, distribute, transmit or otherwise make available on or submit through the Service, messages, text, files, comments, responses, information, content, results, reviews, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User Content”).  The Verbhouse Entities may allow you to do this through contact us, email, and other communications functionality.  Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Content and you remain ultimately responsible for it.

B.                 Non-Confidentiality of Your User Content.  Except as otherwise described in the Service’s posted Privacy Policy or any Additional Terms, you agree that: (a) your User Content (which, to be clear, does not include your personal information) will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (b) the Verbhouse Entities do not assume any obligation of any kind to you or any third party with respect to your User Content.  Upon the Verbhouse Entities’ request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms.  You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk.  In your communications with the Verbhouse Entities, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, recipes, products or otherwise (collectively, “Unsolicited Ideas and Materials”).  Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User Content and licensed to us as set forth below.  In addition, the Verbhouse Entities retain all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials.  The Verbhouse Entities’ receipt of your Unsolicited Ideas and Materials is not an admission by the Verbhouse Entities of their novelty, priority, or originality, and it does not impair the Verbhouse Entities’ right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

C.                License to the Verbhouse Entities of Your User Content.  Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you hereby grant to the Verbhouse Entities, and you agree to grant to the Verbhouse Entities, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.  Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Content for any purposes whatsoever, including developing, producing, and marketing products and/or services.  In order to further effect the rights and license that you grant to the Verbhouse Entities to your User Content, you also hereby grant to the Verbhouse Entities, and agree to grant to the Verbhouse Entities, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you.  Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you.  To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.  You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 5(C).

6.                  Notices and Questions

You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (ii) we may contact you by mail or email sent to the address provided by you.  You agree to promptly notify us if you change your email or mailing address by updating your account information.  If you have a question regarding using the Service, you may contact us at [____________].  You acknowledge that the provision of customer support is at the Verbhouse Entities sole discretion and that we have no obligation to provide you with customer support of any kind.

7.                  Links by You to the Service

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks, (b) the links and the content on your website do not suggest any affiliation with the Verbhouse Entities or cause any other confusion, and (c) the links and the content on your website do not portray the Verbhouse Entities or their products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to the Verbhouse Entities.  The Verbhouse Entities reserve the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

8.                  Linked-To Websites; Advertisements; Dealings with Third Parties

A.                Linked Services; Advertisements.  The Service may contain links, as part of third-party ads on the Service or otherwise, to or from third-party websites (“Linked Services”), including websites operated by advertisers, licensors, licensees, recruitment services and certain other third parties who may have business relationships with the Verbhouse Entities.  The Verbhouse Entities may have no control over the content, operations, policies, terms, or other elements of Linked Services, and the Verbhouse Entities do not assume any obligation to review any Linked Services.  The Verbhouse Entities do not endorse, approve, or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services, or other items.  Furthermore, the Verbhouse Entities are not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Services.  Finally, the Verbhouse Entities will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Services.  Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Services.  The Verbhouse Entities disclaim all liability in connection therewith.

B.                 Dealings with Third Parties.  Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  The Verbhouse Entities disclaim all liability in connection therewith.

9.                  Wireless Features

A.                Wireless Features.  The Service may offer certain features and services that are available to you via your wireless Device.  These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”).  Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features.  Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance.  Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device.  You should check with your carrier to find out what plans are available and how much they cost.  Contact your carrier with questions regarding these issues.

B.                 Terms of Wireless Features.  You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties.  Further, we may collect information related to your use of the Wireless Features.  If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.

10.              Dispute Resolution

A.                First – Try to Resolve Disputes and Excluded Disputes.  If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of the Verbhouse Entities’ actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 10(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it.  Our notice to you will be sent to you based on the most recent contact information that you provide us.  But if no such information exists or if such information is not current, then we have no obligation under this Section 10(A).  Your notice to us must be sent via email to:  [_______].  For a period of sixty (60) days from the date of receipt of notice from the other party, such Verbhouse Entities and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or any of the Verbhouse Entities to resolve the Dispute or Excluded Dispute on terms with respect to which you and any of the Verbhouse Entities, in each of our sole discretion, are not comfortable.

B.                 Jurisdiction and Venue.  If we cannot resolve a Dispute or Excluded Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then each party to this Agreement, by its execution hereof, hereby (a) irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of Delaware[2] for the purpose of any and all suits, actions and proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the subject matter hereof actions (whether sounding in contract, tort, statute or otherwise), (b) waives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts should be dismissed on grounds of improper venue or forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other suit, action or proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) agrees not to commence or prosecute any such suit, action or proceeding other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such suit, action or proceeding to any court other than one of the above-named courts whether on the grounds of lack of personal jurisdiction, improper venue, inconvenient forum or otherwise.

C.                Limited Time to File Claims.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.  Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 10(A); or (b) filing an action in state, Federal or provincial court.

D.                Injunctive Relief.  The provisions of this Section 10(A) and 10(C) will not apply to any legal action taken by the Verbhouse Entities to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User Content and/or the Verbhouse Entities’ intellectual property rights (including such the Verbhouse Entities may claim that may be in dispute), the Verbhouse Entities’ operations, and/or the Verbhouse Entities’ products or services.

E.                 No Class Action Matters.  YOU AND THE VERBHOUSE ENTITIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION.  Disputes will be resolved only on an individual basis and will not be joined or consolidated with any other proceedings that involve any claim or controversy of any other party.  There shall be no right or authority for any Dispute to be resolved on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated.

F.                 Governing Law.  These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of Delaware, without regard to its conflicts of law provisions.[3]


YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK.  THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, the Verbhouse Entities, any of their parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, Sponsors, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “the Verbhouse Entities”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

(a)               the Service (including the Content and the User Content);

(b)               the functions, features, or any other elements on, or made accessible through, the Service;

(c)               any products, services, investments, loans, transactions or instructions offered or referenced at or linked through the Service;

(d)               security associated with the transmission of your User Content transmitted to the Verbhouse Entities via the Service;

(e)               whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);

(f)                whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;

(g)               whether any defects to, or errors on, the Service will be repaired or corrected;

(h)               whether your access to the Service will be uninterrupted;

(i)                 whether the Service will be available at any particular time or location; and

(j)                 whether your use of the Service is lawful in any particular jurisdiction.


Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

Further, we are not responsible for the conduct, whether online or offline, of any user of the Service.  You assume all risk when using the Service, including, but not limited to, all of the risks associated with any online or offline interactions with other users, including investing from a company you meet through the Service.  You agree to take all necessary precautions if you choose to contact, communicate and/or meet an individual through the Service.  YOU UNDERSTAND THAT WE DO NOT CONDUCT BACKGROUND OR OTHER CRIMINAL BACKGROUND SCREENINGS ON OUR USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS.  WE RESERVE THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS, AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.  The featuring of businesses, companies and/or investors on the Service does not constitute endorsement by the Verbhouse Entities or representation of the quality of any potential investment in such parties.  The Verbhouse Entities do not endorse any user or company.

The Verbhouse Entities shall not be liable for any investment decisions made based upon Content or User Content.  Users agree that any reliance upon any Content, User Content or information distributed through, posted on or accessed from the Service is at your sole risk.  The Verbhouse Entities are entitled to rely upon the information provided by its users.  The Verbhouse Entities cannot guarantee that companies/investments on the Service will use the proceeds of any raise in accordance with the stated purpose.  Users acknowledge and agree that the Verbhouse Entities do not provide any representation, warranty or assurance that the offering on the Service are made in accordance with state and/or Federal securities law.  The Verbhouse Entities make no representation or warranties regarding the legality or compliance of any offering posted on the Service.

12.              The securities offered on the Service are only suitable for Accredited Investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment.  Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC.  Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements.  Investing in private placements 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.  None of the information contained on the Service or provided through the Service constitutes a recommendation, solicitation or offer by the Verbhouse Entities, their affiliates or third-parties to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service.  All information contained in the Service has been prepared without reference to any particular user’s investment requirements or financial situation.  The Service is not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where the Verbhouse Entities are not authorized to provide such information or services.


TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE Verbhouse Entities BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

(a)               the Service (including the Content and the User Content, including, without limitation, any borrowers, lenders or investors you meet based on listings or recommendations made on the Service);

(b)               your use of or inability to use the Service, or the performance of the Service;

(c)               any action taken in connection with an investigation by the Verbhouse Entities or law enforcement authorities regarding your access to or use of the Service;

(d)               any action taken in connection with copyright or other intellectual property owners or other rights owners;

(e)               any errors or omissions in the Service’s technical operation; or

(f)                any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if the Verbhouse Entities were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.  EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE Verbhouse Entities TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID THE Verbhouse Entities TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.  FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.

You further understand and expressly agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived.  You acknowledge that Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”  The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.

14.              Waiver of Injunctive or Other Equitable Relief


15.              Updates to Terms

These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use).  AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED.  ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.  Therefore, you should review the posted terms of use and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission).  The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you.  However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed.  In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.  You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice.  You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.

16.              General Provisions

A.                The Verbhouse Entities’ Consent or Approval.  As to any provision in these Terms or any Additional Terms that grant the Verbhouse Entities a right of consent or approval, or permits the Verbhouse Entities to exercise a right in its “sole discretion,” the Verbhouse Entities may exercise that right in its sole and absolute discretion.  No opt-in consent or approval may be deemed to have been granted by the Verbhouse Entities without being in writing and signed by an officer of the Verbhouse Entities.

B.                 Indemnity.  By using and/or accessing the Service, and by consenting to these Terms, you agree to defend (at the Verbhouse Entities’ option), indemnify, and hold harmless the Verbhouse Entities, their parent company, affiliates and subsidiaries, and each of their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners and suppliers, and successors and assigns from and against any and all liabilities, lawsuits, actions (civil, criminal, government or otherwise), claims, damages, losses, costs, investigations (such as by local, state and federal governmental agencies like the SEC), judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to: (i) any offering, investment opportunity, raise, direct raise, transaction, and Content posted or otherwise associated with you, your company or your account on the Service, (ii) your User Content; (iii) your use of the Service and your activities in connection with the Service; (iv) your breach or alleged breach of these Terms or any Additional Terms; (v) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (vi) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vii) any misrepresentation made by you; and (viii) the Verbhouse Entities’ use of the information that you submit to us (including your User Content) (all of the foregoing, “Claims and Losses”).  The Verbhouse Entities reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Verbhouse Entities in asserting any available defenses.  Notwithstanding the foregoing, the Verbhouse Entities retain the exclusive right to settle, compromise, and pay any and all Claims and Losses.  You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of the Verbhouse Entities.

C.                Operation of Service; Availability of Products and Services; International Issues.  The Service is operated outside of the United States, and is intended for users located in and outside the United States.  The Verbhouse Entities make no representation that the Service is appropriate or available for use beyond the United States.  If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.  We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.  You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

D.                Severability; Interpretation.  If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect).  To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.  Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation,”.  The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.

E.                 Communications.  By using the Service, you consent to receive from the Verbhouse Entities all communications including notices, agreements, legally required disclosures, or other information in connection with the Service (collectively, “Contract Notices”) electronically.  The Verbhouse Entities may provide the electronic Contract Notices by posting them on the Service.  If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service.  You agree that the Verbhouse Entities 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.  The Verbhouse Entities 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 Service periodically for changes and modifications and agree not to contest the admissibility or enforceability the Service’s electronically stored copy of these Terms in any proceeding arising out of these Terms.  Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent.  The Verbhouse Entities shall have a reasonable period to effect such a change and the Verbhouse Entities may charge you a reasonable fee for sending such paper copies.  If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications.  You agree that you are solely responsible for maintaining such equipment and services required for online access.

F.                 Investigations; Cooperation with Law Enforcement; Termination; Survival.  The Verbhouse Entities reserve the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by the Verbhouse Entities in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.  Any suspension or termination will not affect your obligations to the Verbhouse Entities under these Terms or any Additional Terms.  Upon suspension or termination of your access to the Service, or upon notice from the Verbhouse Entities, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service.  The provisions of these Terms and any Additional Terms (including the terms applicable to User Content), which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to the Verbhouse Entities in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, and no class action.

G.                Assignment.  The Verbhouse Entities may assign their rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice.  These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of any of the Verbhouse Entities.

H.                No Waiver.  Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or the Verbhouse Entities in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.  For avoidance of doubt, nothing herein shall be construed to restrict the Verbhouse Entities right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.

I.                   Connectivity.  You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.

Copyright © 2017 Verbhouse Management Capital LLC.  All rights reserved.


[1] Note to Draft: To confirm whether any Verbhouse entity is registered as an “investment advisor” with the SEC.

[2] Note to Draft: To confirm that Terms of Use are governed by Delaware law.

[3] Note to Draft: To confirm whether Terms of Use to be governed by Delaware law.