Terms & Conditions
Raise Green is a funding portal (the “Portal”) registered with the U.S. Security and Exchange Commission (the “SEC”) (SEC file No. 007-00191) and a member of the Financial Industry Regulatory Authority (“FINRA”) (FINRA CRD No. 301770) where exempt securities offerings are made through the Site.
Visitors to the Site as a “User” (a person who has an account on the Site that can neither accept nor make investments but can sign up for a newsletter and browse) may create an account (an “Account”) or to either an (i) “Originator” Account (for a private company offering securities on the Portal, an “Offering”), or (ii) “Investor” Account (a person who has opened an account with the ability to make investments through the Portal). Each Account will have a User ID (“User ID”). The only people who are authorized to create Accounts on the Portal are authorized representatives of Originators and prospective-investors with a substantial background in investment, financial markets and early-stage business, who understand the relevant risks and legal terms and are willing to bear the consequences, or those that have reviewed the Education page on the Site and thereby understand the risks of crowdfunded investing as required in Section 4(a)(6) of the Securities Act and are in the position to financial condition to bear the complete loss of their investment. Originators should note that Offerings on the Site are generally viewable by the general public.
Prior to gaining access to certain Services on the Site, Raise Green will require you to set up a User ID and password (the “Password(s)”) as set forth in the account registration procedures posted on the Site. Your User ID must be a name you have the right to use. You agree to comply with the procedures specified by Raise Green from time to time regarding obtaining and updating Passwords for your User ID. You are entirely responsible for maintaining the confidentiality of your Passwords and your account. Passwords are subject to cancellation or suspension by Raise Green at any time, including upon the misuse of any and the reissuance or reactivation of Passwords. You agree to ensure that you will not share your Password, let anyone else access your account and will use your best efforts to prevent any Third-Party from obtaining your Passwords. You agree to inform Raise Green immediately in writing of any actual or potential unauthorized access to a Password or to the Site and/or Services. You will not transfer your Account to anyone without first getting our written permission.
You agree that your Account will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Account. Although Raise Green and/or the Site 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. Unless we provide you with specific advice that is clearly identified as an individualized recommendation specifically addressed to you, (which is not expected to take place), you represent that any decision to invest is based solely on your consideration of the risks involving a particular security or those of a third-party (i.e. your personal financial advisor) and is made at your own risk. All investments involve a degree of risk, you acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions that may include the risk of complete loss of your principal. Our company has no special relationship with or fiduciary duty to you. You agree and acknowledge that you are solely responsible for conducting legal, accounting or due diligence review on the companies listed on the Site and/or the Portal. You are advised to consult with a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice. The Site and or Portal will merely provide you with the ability for you to make your own investment decision without any advice by the Raise Green.
Raise Green Community Rules
When using our Site and Services, you are promising not to violate the Raise Green Community Rules (“Raiser Rules”) as described below.
Raiser Rules – As required of all users of the Site, you will not, in using or accessing this Site or connection with the Services or while engaging with the Originators, Investors, or other Users:
Upload, email, or otherwise transmit or post any information about you or provided by you, including any images, text, and other content you provide to us or upload to the Site ( “Content”) that is fraudulent, false, misleading, or inaccurate; defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, religion, sexual preference or physical or mental condition; use any profane, obscene, pornographic or otherwise objectionable content or language; use any profane, obscene, pornographic or otherwise objectionable content or language; promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity; violate the personal, privacy, contractual, intellectual property or other rights of any person; reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual; violate the Terms or any local, state, federal or non-U.S. law, rule or regulation; trick, defraud, deceive or mislead the Company or other users of the Services, such as by submitting false reports of abuse or misconduct to the Company’s support services, disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services; interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services; disparage, tarnish or otherwise harm, in the Company’s opinion, the Company and/or the Services; upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program; reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services; access or search (or attempt to access or search) the Services by any means, such as any automated system or unauthorized script or software, other than currently available, published interfaces provided by Raise Green, unless you have been specifically allowed to do so in a separate agreement with Raise Green (note crawling the Services is permissible in accordance with the Terms, but scraping the Services is expressly prohibited without the prior consent of Raise Green); remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services or any website on which the Services are offered or on a Third-Party website and/or Company software on which Company code is embeddable or embedded on; remove, obscure or change any notice, banner, advertisement or other branding on the Services; submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company, a regulator, or any other third party; interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, such as probing or scanning the vulnerability of any system, network or breach; sell access to the Services or any part thereof other than through a mechanism expressly approved by the Company in writing addressed to you exclusively; claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through Raise Green, other than Content, software or intellectual property owned by you, without regard for its appearance on Raise Green; copy or distribute Content except as specifically allowed in the Terms; use any Content, or other information acquired from any user, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company; claim any right to access, view or alter any source code or object code of Raise Green; use Raise Green to market services not authorized by Raise Green; or market competing services to people identified through Raise Green. We may monitor your use of the Site, including email, and other Content you transmit through the Site, (ii) remove, edit, or refuse to post Content, (iii) restrict access from certain websites or other resources, and (iv) take any other actions we deem necessary in our sole discretion to protect our community of Users and our resources. You cannot expect that communications through the Site will remain private.
On some parts of the Site, you may submit Content (such as by posting on blogs or discussion boards) subject to the following rules:
You grant to us and other Users a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses your Content, and to sublicense the same rights to others, with or without compensation. No compensation will be paid to you for any such use. our privacy is not protected with respect to any Content you submit, including your name, address, photographs, etc. We cannot guarantee that Originators, Investors or other Users will use your Content in an appropriate or fair manner, or in a manner otherwise anticipated by you. Please use caution. You will be solely responsible for any damage or loss to any party caused by your Content. If you suggest improvements to the Site or our business, we may use your suggestions without acknowledging that they came from you or paying you for them. If you suggest improvements to any Issuer listed on the Site, the Issuer (or any Originator, Investor or other User) may use your suggestions without acknowledging that they came from you or paying you for them. The Company reserves the right, at any time, for any reason, and without notice, to block, remove, edit, or modify any Content you submit. The Company reserves the right not to comment on the reasons for any of these actions.
Ownership of Intellectual Property
The Company owns or has the legal right to use all of the intellectual property associated with the Site and the Services. This includes, but is not limited to, our name, our trademarks and copyrights, the design of the Site, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used on the Site, and our logos, tag lines, and trade dress.
You have no interest in any of this intellectual property, other than the right (which we may terminate or suspend) to use the Site and the Services in accordance with these Terms. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property in any way.
In accordance with the Digital Millennium Copyright Act, the Company has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. The Company also may terminate User accounts even based on a single infringement.
By accessing the Site (by invitation or otherwise) or by communicating with Originators, Investors and other Users, you hereby represent and warrant, and agree to ensure that at all times, that (i) any Content provided by you is true, accurate, current, complete and not misleading; and (ii) Raise Green and its affiliates and agents are entitled to rely upon the information you provide as true, accurate, and complete without independent verification. You agree to promptly comply with Raise Green’s request for specific action(s) or additional Content. You are responsible for all activities that occur under your account. Raise Green may revoke your access to the Site and Services (including the Portal) at any time without notice or liability, for any or no reason, including if we in our sole discretion determine that (a) you fail to fully comply with the foregoing obligations or with any provision of these Terms, or (b) your action or inaction on the Site or in connection with the Services is inconsistent with Raise Green’s mission to ensure transparent, compliant and good faith activities on the Site, and inclusively help finance the transition to a climate-friendly and low emissions economy, including the maintenance of high standards of commercial conduct and integrity in relations to Offerings.
The Services may invite you to participate in discussion forums viewable by the general public, or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content through the Services. Any Content you distribute through the Site or otherwise provide through the Services will be treated as non-confidential and non-proprietary. You hereby grant to the Company a nonexclusive, worldwide, royalty-free, irrevocable, perpetual license to all comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to the Company in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with the Company. In limited circumstances, Raise Green will accept submissions on a confidential basis (i.e., potential-Offering applications), these opportunities will be clearly marked as confidential, with any terms and conditions of such confidentiality included.
Title III of the JOBS Act added Securities Act Section 4(a)(6) that provides an exemption from registration for certain crowdfunding transactions. A company issuing securities in reliance on Regulation Crowdfunding (an “issuer”) is permitted to raise a maximum aggregate amount of $1,070,000 in a 12-month period.
The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.
The securities offered on the Portal are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with investment opportunities, including the risk of complete loss of your investment. Securities sold through the Portal are not publicly traded and, therefore, may be illiquid. Securities on the Portal will be subject to restrictions on resale or transfer including holding period requirements. Investing in investment opportunities offered on the Site 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.
Each Originator, Investor and User must read the offering materials and transaction documents for each of the investment opportunities posted to the Site for more information and discuss any questions with the issuer prior to investing. No assurance can be given that any investment opportunity currently qualifies or will continue to qualify under exempted provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the investment opportunities posted on this portal and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any investment opportunity. The exemptions relied upon for such investment opportunities are significantly dependent upon the accuracy of the representations of the Users to be made to Raise Green in connection with an investment opportunity. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC.
WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
Raise Green may receive transaction-based compensation in the form of a fee payable by Originators based on the percentage of funds raised on the Portal, or a fee consisting of a percentage of the same securities offered pursuant to investment opportunities that are listed on the Portal. Additionally, Raise Green may receive fees from Originators for its Services. Raise Green is not a registered broker-dealer, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through investment opportunities. Raise Green does not recommend or otherwise suggest that any investor make an investment in an investment opportunity.
Furthermore, you cannot have any expectation that Raise Green evaluates, confirms, endorses, or otherwise stands behind any Content provided by any User, Investor, or Originator. You may not treat any email or other information you receive as a result of your access to the Services as a representation of any kind by Raise Green on which you should rely. Raise Green is not qualified to provide legal, accounting, tax, or investment advice, and no information provided to you by Raise Green, its staff or its affiliates, can be so construed. Any assistance provided to Originators in the project development phase shall not be construed as legal, accounting, tax, or investment advice in any way, nor should such assistance be construed to constitute or evoke any consideration of Raise Green having a controlling interest in any of the Offerings or Originator projects listed on the Portal.
By using our Site and our Services, you agree and acknowledge in each instance that Raise Green is not an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Investor and an Originator. Raise Green shall not be held liable to any party for any costs or damages arising out of or related to such transaction. Unless otherwise required by law, Raise Green retains sole discretion to reject or accept any application from any Originator or Investor to participate on the Portal, for any reason or no reason at all.
Originator Engine Terms and Conditions
Please take your time to read the Terms and Conditions carefully. These Terms and Conditions are a supplement to the Raise Green Terms and Conditions (and incorporated here by reference) and together govern your use of the Raise Green Originator Engine. By using the Originator Engine, you agree to the following:
No Legal or Business Advice. Nothing in the Originator Engine document generator including the document descriptions and documents produced by the Originator Engine, is considered to be providing legal or financial advice, either generally or in connection with any specific issue or project. These materials are intended for general informational and educational purposes only. Users are responsible for obtaining legal, financial, technical or other business advice from their own lawyer or other professional and should not rely solely on any materials or descriptions provided to you without seeking their own legal, business, financial or other technical advice.
No Attorney-Client Relationship. While the Raise Green Site and its content may concern legal issues, the Site and Content are not intended to and do not constitute legal advice under any circumstance and should not be considered a substitute for advice from qualified counsel. Nothing about the Site, Content or interactions with Raise Green personnel creates an attorney-client relationship, nor does our receipt of any email or electronic communication sent by or for you through or in connection with the Site or your project. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site. Your use of information on the Site or materials linked to the Site is entirely at your own risk. Because the information provided on the Site, and materials linked to on the Site, are general in nature, you should not act or rely on any information on the Site without seeking the advice of a competent attorney licensed to practice in your jurisdiction for your particular problem. Any discussion of use cases, such as a successful project, is not intended to forecast future results whether or not circumstances appear similar.
Forms, Agreements & Documents. Site Content may include sample forms, checklists, business documents and legal documents (collectively, “documents”). All Documents are provided on a nonexclusive license basis only for your personal one-time use for noncommercial purposes, without any right to relicense, sublicense, distribute, assign or transfer such license. Documents are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, timeliness, accuracy and/or appropriateness. THE DOCUMENTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH “ALL FAULTS,” AND WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Documents may be inappropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions as the Documents are only samples and may not be applicable to a particular situation.
Compliance with Laws. You agree to use the documents produced by the Originator Engine in compliance with all applicable laws, including applicable securities laws, and, to the extent permitted by law, you agree to indemnify and hold Raise Green harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply.
Disclaimer of Liability. TO THE EXTENT PERMITTED BY LAW THE FORMS LIBRARY AND THE DOCUMENTS ARE PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY LAW YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THE ORIGINATOR ENGINE - ITS INFORMATION AND THE DOCUMENTS.
To the extent permitted by law, Raise Green expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of the Originator Engine and documents. To the extent permitted by law, by using the Originator Engine to draft sample documents, you waive any rights or claims you may have against Raise Green in connection therewith. The information contained in the Originator Engine and documents is provided only as general information and may not reflect the most current market, technical, and legal developments and may not address all relevant business, technical or legal issues; accordingly, information in the Originator Engine and generated documents is not guaranteed to be correct or complete. Also, any third party information accessed through the site, Raise Green does not endorse or guarantee its accuracy.
Raise Green may change the terms, conditions, any and all aspects of the Originator Engine and documents in its sole discretion at any time, and is not required to contact you to inform you of any changes. Raise Green also in its discretion may not allow you access to the Originator Engine. To the extent permitted by law, you agree that Raise Green shall not be liable to you for loss or damages that may result from our refusal to provide this access.
Persons on your behalf. You agree that, if an someone (e.g., an attorney, an employee, etc.) uses the Originator Engine on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.
In addition to any other representation and warranty made by you pursuant to these Terms, you additionally represent and warrant to Raise Green as follows:
That you have the right, authority, and capacity to agree to the Terms on your own behalf and on behalf on any entity for whom you are acting for and to abide by all of the terms contained herein, and that if any aspect of your participation in Raise Green violates provisions of the law to which you or an entity you are acting for are subject, you (and, if applicable, such entity) will immediately cease using the Services and close your account; If you are an individual, that you are at least 18 years old; That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason; That you shall not use a name that is subject to any rights of a person other than yourself without appropriate authorization; That you shall not make multiple accounts of the same type using the Services; That you shall be solely responsible for maintaining the confidentiality of your password; That you will update your registration information with the Company, as needed, so that it remains true, correct and complete; and That you will conduct yourself in a professional manner in all your interactions with Raise Green and with every User of the Site or Services.
If you are registered as an Originator, in addition to any other representation and warranty made by you pursuant to these Terms, you additionally represent and warrant to Raise Green as follows:
That you will only provide Raise Green with Content that you have a right to provide to Raise Green and to allow Raise Green to display through the Services; That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by Raise Green, and that you understand that any other Content you find on or through Raise Green is the sole responsibility of the person who provided such Content; That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that Raise Green will not be responsible or liable for any use of your Content by Raise Green in accordance with the Terms; That you understand that any false, incomplete or misleading information you post about an Originator or an Offering may result in serious civil and criminal liability for yourself and/or the Originator; That you will be solely responsible for complying with applicable law regarding any Offering you participate in or interact with; and That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting, tax and other advice.
If you are registered as an Investor, in addition to any other representation and warranty made by you pursuant to these Terms, you additionally represent and warrant to Raise Green as follows:
Notice to California Users Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Raise Green must be sent via certified mail to: Raise Green, Compliance Division, 444 Somerville Ave, Somerville, MA 02143. Furthermore, the Compliance Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Governing Law/Arbitration/Waiver of Injunctive Relief Governing Law/Venue. The Terms and all aspects of the Service shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Massachusetts (i.e., without regard to conflict of law’s provisions) regardless of your location except that the arbitration provision shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, the parties hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in federal courts having jurisdiction in the State of Massachusetts and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by the relevant parties to the Company in connection with their use of the Service. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in the State of Massachusetts and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in the State of Connecticut.
Injunctive and Equitable Relief. You acknowledge that the rights granted to Raise Green through the use of the Site are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone. Nothing in these Terms shall prevent Raise Green from seeking injunctive or equitable relief (without the obligations of posting any bond or surety) with respect to these Terms, in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Raise Green, Compliance Division, 444 Somerville Ave, Somerville, MA 02143.
This agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows:
(A) All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
(B) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
(C) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
(D) The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
(E) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
(F) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
(G) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
Binding Arbitration. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in these Terms, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance. You and we agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity.
Restrictions/No Class Actions. You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exclusive Process. You acknowledge that the arbitrator(s), and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of the Terms, including but not limited to any claim that all or any part of these Terms are void or voidable. Without limiting the generality of the foregoing, the arbitrator shall have the exclusive authority to interpret the scope of this clause, and the arbitrability of the controversy, claim or dispute.
Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under the heading Governing Law/Arbitration/Waiver of Injunctive Relief shall remain in full force and effect.
Waiver/Severability The failure of the Company to require or enforce strict performance by you of any provision of the Terms or to exercise any right thereunder shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of the Terms more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with the Terms as so interpreted.
You and the Company agree that if any portion of the Terms are found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
No Third-Party Beneficiaries. This agreement is between you and the Company. No User has any rights to force the Company to enforce any rights it may have against any you or any other user, except to the extent that Originators may enforce their own intellectual property rights related to Content offered through the Services.
Government Use. If You are a part of an agency, department, or other entity authorized by the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Services and any related software are “commercial item,” “commercial computer software” and “commercial computer software documentation”. In accordance with such provisions, any use of the Services by the Government shall be governed solely by these Terms.
Indemnification You shall defend, indemnify, and hold harmless Raise Green, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from your submissions, violation of these Terms, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves 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 Company in asserting any available defenses. DISCLAIMER OF WARRANTY YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND/OR THE SERVICES ARE BEING PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND MAY INCLUDE CERTAIN ERRORS, OMISSIONS, OUTDATED INFORMATION WHICH MAY AFFECT THE QUALITY OF THE CONTENT. YOU ACKNOWLEDGE THAT THE CONTENT HAVE NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY RAISE GREEN, AND AGREE THAT RAISE GREEN DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE CONTENT AND FURTHER AGREE THAT RAISE GREEN HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT, WHETHER PROVIDED BY RAISE GREEN OR ITS LICENSORS. RAISE GREEN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE’S UP TIME NOR THE USABILITY OR ACCESSIBILITY OF THE SITE BY USERS, INVESTORS, ORIGINATORS OR VISITORS OF THE SITE.
RAISE GREEN, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENT AND ANY THIRD-PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR THE SERVICES AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN “AS IS” BASIS AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED. RAISE GREEN PROVIDES THE SERVICES “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND.
WE MAKE NO REPRESENTATION THAT THE CONTENT ON THIS SITE CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THIS SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.
LIMITATION OF LIABILITY NEITHER RAISE GREEN, NOR ANY OF ITS AFFILIATES, NOR ANY PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, THIRD-PARTY PROVIDERS, OR CONTENT PROVIDERS OF THE FOREGOING SHALL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, TECHNICAL ERRORS, ACCIDENTAL ERRORS, YOUR INABILITY TO ACCESS THE SITE, THE RESULTS OF YOUR USE OF THE SITE AND/OR THE SERVICES, OR ANY EXTERNAL WEBSITES LINKED TO THIS SITE, OR THE CONTENT ON THE SITE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF RAISE GREEN WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT RAISE GREEN OR ANY OF ITS PARTNERS, AGENTS, THIRD-PARTY PROVIDERS OR CONTENT PROVIDERS ARE FOUND TO BE GROSSLY NEGLIGENT OR WILLFUL IN THEIR MISCONDUCT, BY AN ARBITRATOR AUTHORIZED TO ACT BY THESE TERMS, DAMAGES WILL BE LIMITED TO (i) THE VALUE OF YOUR INVESTMENT FOR INVESTORS, (ii) $0.01 FOR USERS, OR (iii) THE TOTAL AMOUNT OF RAISE GREEN’S COMMISSION FOR EACH ORIGINATOR’S RELEVANT OFFERING WITH RESPECT TO AN ORIGINATOR OR ISSUING COMPANY.
SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE NOT INTENDED TO LIMIT THE LIABILITY OF ANY PERSON UNDER THE FEDERAL SECURITIES LAWS.
E-Signature and E-Delivery (Electronic Signature (E-Sign) and Uniform Electronic Transactions Act (UETA) Disclosure)
THIS E DISCLOSURE AND CONSENT IS PROVIDED IN COMPLIANCE WITH THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, 15 USC §7001, ET SEQ. (“E-SIGN ACT”) AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT, AS ADOPTED BY THE VARIOUS STATES. BY USING THIS SITE, VISITORS AND USERS THEREBY AGREE TO THESE TERMS IN THEIR ENTIRETY, WHICH MAY BE AMENDED FROM TIME TO TIME. RELEVANT AGREEMENTS GOVERNING SPECIFIC TRANSACTIONS AND ACTIVITIES ON THE SITE ARE TYPICALLY AGREED TO VIA ELECTRONIC SIGNATURES, EVIDENCED BY THE RELEVANT PARTIES SELECTING “ACCEPT” BUTTON OR CONFIRMING VIA OTHER FORMS OF ELECTRONIC COMMUNICATION (“ELECTRONIC SIGNATURE”). YOU AGREE YOUR ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF YOUR MANUAL/HANDWRITTEN SIGNATURE. BY SELECTING “I ACCEPT” OR “ACCEPT” USING ANY DEVICE, MEANS OR ACTION, YOU CONSENT TO THE LEGALLY BINDING TERMS AND CONDITIONS OF THE RELEVANT AGREEMENT. YOU ALSO AGREE THAT NO CERTIFICATION AUTHORITY OR OTHER THIRD-PARTY VERIFICATION IS NECESSARY TO VALIDATE YOUR E-SIGNATURE, AND THAT THE LACK OF SUCH CERTIFICATION OR THIRD-PARTY VERIFICATION WILL NOT IN ANY WAY AFFECT THE ENFORCEABILITY OF YOUR E-SIGNATURE OR THE RELEVANT AGREEMENT. YOU HAVE THE RIGHT TO WITHDRAW YOUR CONSENT AT ANY TIME. TO WITHDRAW CONSENT, YOU MAY SEND A WRITTEN REQUEST BY E-MAILING INFO@RAISEGREEN.COM. IF CONSENT IS WITHDRAWN, RAISE GREEN RESERVES THE RIGHT TO DISCONTINUE YOUR ACCESS TO THE SITE, TERMINATE ANY AND ALL AGREEMENTS WITH YOU OR OTHER PARTIES HOSTED ON THE SITE, AND/OR CHARGE YOU ADDITIONAL FEES FOR PAPER COPIES. IF, AFTER YOU CONSENT TO PROVIDE YOUR SIGNATURE ELECTRONICALLY, AND YOU WOULD LIKE A PAPER COPY OF AN ELECTRONIC SIGNATURE, YOU MAY REQUEST A COPY WITHIN ONE HUNDRED EIGHTY (180) DAYS OF THE ELECTRONIC SIGNATURE BY CONTACTING RAISE GREEN AS DESCRIBED ABOVE. RAISE GREEN WILL SEND YOUR PAPER COPY TO YOU BY U.S. MAIL. IN ORDER FOR RAISE GREEN TO SEND PAPER COPIES TO YOU, YOU MUST HAVE A CURRENT STREET ADDRESS ON FILE WITH RAISE GREEN AS YOUR PRIMARY MAILING ADDRESS. IF YOU REQUEST PAPER COPIES, YOU UNDERSTAND AND AGREE THAT RAISE GREEN MAY CHARGE YOU A PAPER COMMUNICATIONS FEE FOR EACH COMMUNICATION AT THE CURRENT RATE DETERMINED BY THE COMPANY.
CONSENT TO ELECTRONIC DELIVERY. AS A USER OF THIS PORTAL, YOU SPECIFICALLY AGREE TO RECEIVE, OBTAIN, AND/OR SUBMIT ANY AND ALL DOCUMENTS AND INFORMATION ELECTRONICALLY. THESE DOCUMENTS AND INFORMATION WILL BE COLLECTIVELY KNOWN AS “ELECTRONIC COMMUNICATIONS,” AND WILL INCLUDE, BUT NOT BE LIMITED TO, ANY AND ALL CURRENT AND FUTURE REQUIRED NOTICES AND/OR DISCLOSURES, AND ALL RELEVANT AGREEMENTS RELATING TO YOUR ACTIVITIES ON THE SITE. YOU ACCEPT ELECTRONIC COMMUNICATIONS PROVIDED VIA EMAIL AS REASONABLE AND PROPER NOTICE FOR THE PURPOSE OF FULFILLING ANY AND ALL RULES AND REGULATIONS AND AGREE THAT SUCH ELECTRONIC COMMUNICATIONS FULLY SATISFY ANY REQUIREMENT THAT COMMUNICATIONS BE PROVIDED TO YOU IN WRITING OR IN A FORM THAT YOU MAY KEEP. AS A USER OF THIS PORTAL, YOU ARE RESPONSIBLE FOR KEEPING YOUR PRIMARY EMAIL ADDRESS ON FILE WITH RAISE GREEN UP TO DATE, SO THAT RAISE GREEN CAN COMMUNICATE WITH YOU ELECTRONICALLY. YOU UNDERSTAND AND AGREE THAT IF RAISE GREEN SENDS YOU AN ELECTRONIC COMMUNICATION, BUT YOU DO NOT RECEIVE IT BECAUSE YOUR PRIMARY EMAIL ADDRESS ON FILE IS INCORRECT, OUT OF DATE, BLOCKED BY YOUR INTERNET SERVICE PROVIDER, OR YOU ARE OTHERWISE UNABLE TO RECEIVE ELECTRONIC COMMUNICATIONS, RAISE GREEN STILL WILL BE DEEMED TO HAVE PROVIDED THE COMMUNICATION TO YOU.
The Services and the Site are operated and provided by:
Raise Green, Inc., 444 Somerville Ave, Somerville, MA 02143
Last updated: August 25, 2020 · “Raise Green” is a pending trademark of Raise Green, Inc.
Raise Green is committed to helping create a more healthy, just, and sustainable world by confronting environmental challenges by implementing impactful projects, building equity and reducing exposure in vulnerable communities, and creating new investment pathways that are accessible to anyone.
Raise Green is licensed with the Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) to be a registered crowdfunding intermediary under Section 4(a)(6) of the United States Securities Act, SEC File No.: 7-191.