PROVISIONS GOVERNING THE USE OF T

Wefunder Inc. and Wefunder Portal, LLC operate this website, wefunder.com and xx.team (the "Site"), which facilitates securities offerings (the "Offerings") by early stage, start-up companies ("Startups"). The Offerings are made pursuant to:

• Regulation D of the Securities Act of 1933 ("Reg D Offerings"), which are facilitated through the portion of the Site operated by Wefunder Inc. and through the use of investment vehicles advised by Wefunder Advisors, LLC ("Wefunder Advisors"), a wholly-owned subsidiary of Wefunder Inc.; and/or
• Regulation Crowdfunding of the Securities Act of 1933 ("Reg Crowdfunding Offerings"), which are facilitated either through the portion of the Site operated by Wefunder Portal, LLC ("Wefunder Portal"), a wholly-owned subsidiary of Wefunder Inc., or by a third party funding portal (each, a "Third Party Funding Portal").
• Regulation A of the Securities Act of 1933 ("Reg A+ Offerings"), which are presented through the portion of the Site operated by Wefunder Inc.

Your ability to participate in a particular Offering may depend on your income or net worth and/or your recent participation in certain other Offerings, as described further below. By using this Site, you are agreeing to the terms and conditions of this Wefunder Investor Agreement, which includes, by reference, the Wefunder Terms of Service (the "Terms of Service") and the other agreements listed in Section 1 below (collectively, this "Agreement"), and you are agreeing to the following terms, among others, with respect to your use of the Site as a registered member of the Site (a "Member").

TERMS OF THIS AGREEMENT

Table of Contents

1. 1. General; Documents Incorporated by Reference into this Agreement
2. 2. Agreements with respect to the Site and all Offerings
3. 3. Agreements with respect to Reg D Offerings
4. 4. Agreements with respect to Reg Crowdfunding Offerings
5. 5. Agreements with respect to Reg A+ Offerings
6. 6. Agreements with respect to offerings with a Custodian

1. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT

This Agreement between you and Wefunder Inc. sets forth the terms and conditions for your access to the Site and your use of the information, features, products, services and tools on the Site (the "Services"). If you participate in a Reg D Offering, this Agreement is also between you and Wefunder Advisors. If you participate in a Reg Crowdfunding Offering, this Agreement is also between you and Wefunder Portal. For ease of reference, when Wefunder Inc., Wefunder Advisors, and Wefunder Portal are referred to together in this Agreement, they are referred to as "Wefunder," "we," or "us."

This Agreement incorporates by reference the Terms of Service. You represent that you have read the Terms of Service and agree that the Terms of Service govern your use of the Site and the Services (as those terms are defined in the Terms of Service). Capitalized terms used in this Agreement that are not otherwise defined herein have the meaning given to them in the Terms of Service.

This Agreement should be read carefully before using any Services or continuing to access the Site. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree and consent to, and you agree to be bound by, the Terms of Service, this Agreement, the Privacy Policy, and all other operating agreements, rules, policies and procedures that may be published by Wefunder from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Wefunder from time to time without notice to you.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the Site home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.

The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference:

• The Site’s Terms of Service;
• The information on the Site about the particular Startup (such information, the "Startup Information");
• The Wefunder Disclosure Statement, which sets forth general information about venture investments made through the Wefunder Site;
• The Indication of Interest and Subscription Agreement (together, the "Subscription Agreement") or Investment Contract, as applicable, submitted by you with respect to a particular Offering (if applicable);
• The terms of each Offering (the "Offering Terms") in which you invest, as provided to you and set forth in the applicable documents;
• For a Reg D Offering, this will include: (i) the WeFund Terms, which sets forth certain specific terms of the relevant WeFund; (ii) the applicable Series Appendix, an appendix to the LLC Agreement (as defined below), which sets forth certain terms of the relevant WeFund; and (iii) the LLC Agreement, which sets forth other terms applicable to each WeFund);
• For a Reg Crowdfunding Offering, this will include: (i) the Startup’s Form C; and (ii) the Startup’s Wefunder Portal profile;
• For a Reg A+ Offering, this will include the Startup’s offering circular (the “Offering Circular”); and
• Any other information provided to you with respect to an Offering or the Site via the Site.

You should carefully read each of the above documents before subscribing to an Offering. You alone are responsible for ensuring that you are aware of all of the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with Wefunder, and you are responsible for understanding the content of those agreements.

2. AGREEMENTS WITH RESPECT TO THE SITE AND ALL OFFERINGS

2.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that Wefunder is not responsible for any content on the Site provided by any third parties, including Startups, and any service providers or other third parties, or any content provided to you in connection with your use of the Site even if that information is distributed to you on behalf of a third party by Wefunder, and is not liable for any type of loss or damage associated with your use of the Site.
• You acknowledge that nothing on the Site constitutes a recommendation to buy securities or any other type of investment advice to you by Wefunder, and any investment risk is solely your own. You are not a client of Wefunder Inc., Wefunder Advisors, Wefunder Portal or any of their affiliates.
• You acknowledge that Wefunder, Wefunder Advisors and Wefunder Portal do not independently verify information regarding Startups (although Wefunder Portal does conduct some diligence on information provided by Startups as required by Regulation Crowdfunding) or endorse any Startup for direct or indirect investment, and that information on the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You agree to abide by this and other agreements between you and Wefunder and service providers that govern or relate to your use of the Site or the services available on the Site.
• You understand that the Site offers different types of Offerings for investment, each of which operate under different regulatory regimes and requirements, and that each type of Offerings may have its own unique risks and levels of regulatory involvement.
• You acknowledge that you have been provided access to additional sources of information regarding your investment in the Startup, including the information that is incorporated into this Agreement by reference, such as the Startup Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement.

2.2 CONFLICTS OF INTEREST ASSOCIATED WITH ALL OFFERINGS

2.2.1 General

The Site includes Offerings facilitated by Wefunder, Inc., Wefunder Advisors, Wefunder Portal and Third Party Funding Portals. Each of these parties has divergent interests and duties or responsibilities with respect to Members that invest in the Offerings they sponsor. Wefunder Advisors, Wefunder, Inc., and Wefunder Portal share members, managers, officers and/or employees that may perform services for various Offerings simultaneously. Each of these persons may take actions in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to you or a Startup or WeFund in which you invest.

2.2.2 Members in Different Offerings May Invest in the Same Startup

A Startup may engage in a Fundraising (as defined below) on the Site with respect to Reg D Offerings and Reg Crowdfunding Offerings at the same time, or Reg D Offerings, Reg Crowdfunding Offerings, and Reg A+ Offerings over time. A conflict of interest may arise when Wefunder Advisors determines to sponsor a Reg D Offering with respect to a Startup that has engaged in, is currently engaged in, or will in the future engage in, a Reg Crowdfunding Offering or Reg A+ Offering on the Site. In this event, Wefunder Advisors will negotiate the terms of the investment in the Startup by the WeFund (as defined below), and in doing so it will not take into account the interests of Members that have or may invest in the Startup through other Offerings, and the interests of the WeFund, on the one hand, and the interests of Members that have or may invest in the Startup through other Offerings, on the other, may be opposed. Further, in the event of a bankruptcy of a Startup, Wefunder Advisors will act in the interests of the WeFund only and without regard to any Members that may have invested in the Startup through the Site in another Offering.

2.2.3 Different Fee Structures Associated with Different Offerings

Wefunder, Inc., Wefunder Advisors, and Wefunder Portal will devote the time reasonably required to facilitate their respective Offerings. However, because Wefunder, Inc., Wefunder Advisors, and Wefunder Portal each charge different fees with respect to their respective Offerings, and they each share officers and employees, this may create an incentive for their shared employees to favor and spend more time and effort with respect to Offerings that may result in higher fees.

2.3 RISKS GENERALLY ASSOCIATED WITH ALL OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests through an Offering. You should also carefully consider the following risks prior to investing through an Offering:

2.3.1 Significant Risk of Loss; Not a Complete Investment Program

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who otherwise meet the conditions for eligibility set forth in this Agreement. A direct or indirect investment in a Startup is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

2.3.2 Startups Are Early Stage Venture Companies with High Risk of Failure

Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money and fail at a particularly high rate. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

2.3.3 Lack of Operational Record

Each Startup will have limited or no operational record.

2.3.4 Limitation on Liability; Indemnification

This Agreement, including the Terms of Service and the Subscription Agreement, limit the liability of Wefunder, and provide for indemnification in certain circumstances.

2.4 PRIVACY

Wefunder maintains a Privacy Policy, which is available on the Site and incorporated into this Agreement.

2.5 USE OF NAME

You consent to the disclosure by Wefunder of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Site. Without limiting such consent, or any other lawful use of your name by Wefunder, you specifically consent to disclosure by Wefunder to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by Wefunder to any Startup or Member, or combination of Startups or Members, that you have invested in one or more Startups or WeFunds through the Site, and the number of such investments. You may withdraw this consent at any time by contacting Wefunder.

2.6 ELECTRONIC COMMUNICATIONS

Wefunder requires that you consent to delivery of all communications via electronic communications. Please see the Electronic Consent that is available on the Site and incorporated into this Agreement.

3 AGREEMENTS WITH RESPECT TO REG D OFFERINGS

3.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that any investment you make in a Reg D Offering on the Site will be made in a WeFund (as defined below) managed by Wefunder Advisors and not directly in any Startup on the Site and that Wefunder Advisors may receive compensation based on the returns of investments held by a WeFund, and that the returns of your investment in a WeFund, if any, will be reduced by such compensation paid to Wefunder Advisors.
• You understand and acknowledge that once you choose to invest in a Startup through a WeFund, Wefunder Advisors, and not you, will make all decisions with respect to your investment, including, but not limited to, decisions concerning the disposition of your investment.

3.2 INVESTOR REPRESENTATIONS

You represent and warrant to Wefunder Advisors that the answers you provided to the questions in the investor certification ("Investor Certification") page are correct and complete and may be relied upon by Wefunder Advisors and its affiliates in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a WeFund. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in WeFunds through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in WeFunds listed on the Site. You acknowledge that WeFunds in which you invest may rely, and that Wefunder Advisors, Startups, and their principals, affiliates, and other parties may rely, on the information you have provided in your Investor Certification to determine if you are eligible to invest in WeFunds. You represent that you have read and understand the risks contained in the Startup Information.

3.3 CHOOSING AND MAKING INVESTMENTS

3.3.1 Services of Wefunder Advisors with Respect to Reg D Offerings

Wefunder Advisors is an investment adviser to pooled investment vehicles engaged in Reg D Offerings, each of which is a series of WeFunds, LLC (the "LLC"), that invest in the Startups described on the Site (each such series, a "WeFund"). Wefunder Portal is not involved in any way in the portions of the Site through which Reg D Offerings are made or with any WeFunds. Members of the Site may invest in a WeFund, but Members are not clients of any Wefunder entity. Although Wefunder, Inc. and its affiliate Wefunder Advisors evaluate potential Startups and determine which Startups will be available as potential investments for WeFunds on the Site, you acknowledge and agree that this evaluation does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and Wefunder.

Wefunder, Inc. shows offerings by Startups that an Investment Club selects ("curated offerings") and offerings by Startups that that are not selected by an Investment Club ("non-curated offerings"). Wefunder, Inc. performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site; the information reviewed includes information regarding a Startup’s Founders, business plan, and its current and anticipated resources. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Wefunder, Inc. nor Wefunder Advisors performs any separate due diligence on the Startups either before or after WeFund invests in them.

You acknowledge that as a Member of the Site, you are not a client of or in an investment advisory relationship with Wefunder Advisors.

You also acknowledge that none of Wefunder Advisors or its affiliates advises Members on the merits of a particular investment or transaction or provide legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Wefunder Advisors or its affiliates to buy or sell any securities or other financial instruments. Wefunder Advisors does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

3.3.2 Investments in WeFunds

In Reg D Offerings, Wefunder Advisors provides Startups an opportunity to raise funds by allowing Members to invest in Startups seeking capital from accredited investors. Members invest in a WeFund that, in turn, invests in a Startup (each such opportunity, a "Fundraising"). If you decide to invest in a WeFund, the WeFund will invest in securities issued by the particular Startup engaged in the Fundraising. The terms of the WeFund’s investment in the Startup will be negotiated between Wefunder Advisors, on behalf of the WeFund, and the Startup. The terms of your investment in the WeFund will be governed by the Subscription Agreement between you and the WeFund, pursuant to which you will make certain representations to the WeFund and Wefunder. Wefunder Advisors may reject your investment in a WeFund for any reason or for no reason in its discretion. Information regarding the terms of a WeFund’s investment in a Startup will be made available on the Site, and together with the Terms of Service, this Agreement, and the Subscription Agreement will govern your investment in a WeFund.

Once you complete and submit a Subscription Agreement, you will be asked to transfer funds from your bank account into a bank account maintained at a third party service provider ("Third Party Service Provider"). You agree to comply with the terms of the Subscription Agreement and to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your Subscription Agreement, your investment in the WeFund may not be processed. If your investment is rejected, your funds will be returned to you without interest.

Your investment into a WeFund will be processed only if a predetermined minimum amount of funds are raised from Members on the Site, either in the aggregate or for investment in the WeFund, during the Fundraising (the "Funding Target"). The Funding Target is established by agreement between Wefunder Inc., Wefunder Advisors, and the Startup raising funds on the Site. No funds designated for investment in a WeFund will be invested in the WeFund until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest within 7 days of the termination of the Fundraising. Wefunder Advisors may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Startup to determine whether, and for how long, the Fundraising will remain open. Wefunder Advisors may also enter into an agreement with a Startup to close a Fundraising once a certain amount of funds have been raised in the Fundraising, either through a WeFund or in the aggregate, including direct investments (the "Maximum Amount"), or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by Wefunder Advisors in its sole discretion. You will receive notice from Wefunder Advisors when a WeFund for which you have submitted a Subscription Agreement has closed, and whether your subscription in the WeFund will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your Subscription Agreement. Upon closing, each investor who becomes an investor in a WeFund will be deemed to have again entered into the Subscription Agreement, including (without limitation) to have agreed to each representation therein.

You may revoke your subscription into the WeFund during the Fundraising by providing notice to Wefunder Advisors as provided on the Site. You may also revoke your subscription into the WeFund for an additional 48 hours after receiving notice that a Fundraising has closed. 48 hours after you have received notice that a Fundraising has closed, or at any time thereafter, at Wefunder Advisors’ discretion, your investment in a WeFund will be processed. None of Wefunder Advisors or any affiliate of Wefunder will take physical custody of your funds.

You acknowledge that none of Wefunder Advisors, any WeFund, any of their affiliates, or any third party has represented to you that securities of any WeFund or Startup are being sold on an "all or none" basis. You acknowledge that, if the Funding Target is not reached, your funds will be returned to you without interest, within 7 days of the termination of the Fundraising.

3.3.3 Limitation on Subscriptions

Wefunder Advisors may, in its sole discretion: (a) refuse to permit any person to invest in a WeFund or in the LLC, or may limit the amount a person may invest in any WeFund or the LLC; and (b) compulsorily redeem an investor’s interest in one or more WeFunds, in whole or in part, on terms that the Wefunder Advisors determines are reasonable. You acknowledge that no WeFund for which you submit a Subscription Agreement has any obligation to accept your investment, and that any fraction of the investment amount stated on your Subscription Agreement may be accepted, or your subscription may be rejected entirely, for any reason. You acknowledge and agree that, in the event that only a portion of the investment amount stated in your Subscription Agreement is accepted, such Subscription Agreement will be treated for all purposes as a Subscription Agreement to invest the amount ultimately accepted. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the WeFund.

3.3.4 Direct Investments in Startups

It is possible that you may be invited by a Startup or one of its Founders to invest directly in the securities of a Startup rather than through WeFund. In this case, you will indicate on the Site that you intend to invest in the particular Startup, and Wefunder Advisors or its affiliate will provide your information, including the information you provided in the Investor Certification and your intended investment amount, to the Startup upon the closing of the Fundraising. You may withdraw your indication of interest to invest in the Startup at any time during the Fundraising, and for an additional 48 hours after receiving notice that the Fundraising has closed. Although Wefunder Advisors may disclose to the Startup, or on the Site, that you have indicated an interest in investing in the Startup, Wefunder Advisors will not supply your information to the Startup upon the close of the Fundraising if you have withdrawn the indication.

Your direct investment in the Startup will not be managed or supervised by Wefunder Advisors or any of its affiliates in any respect. Any transaction in the securities of a Startup will be negotiated and effected directly between you and the Startup. None of Wefunder Advisors, its affiliates, or any third party service provider will collect or hold funds for investment in the Startup in a direct investment, and the sole involvement of Wefunder Advisors or its affiliates with respect to such offerings will be (1) hosting of the Startup Information on the Site; (2) disclosure to the Startup of a Member’s indication of interest to invest directly in the Startup, and (3) the provision of information regarding the Member to the Startup.

3.4 INFORMATION REGARDING WEFUNDS

3.4.1 Venture Capital Fund Structure

Each WeFund is a venture capital fund. Each WeFund is a series of the LLC. Each WeFund is treated as a separate and distinct venture capital fund with its own assets and liabilities. Wefunder Advisors will implement a venture capital strategy in pursuing its investment objective, which is to invest substantially all of its assets in securities issued by a privately-held Startup. The investment objective of each WeFund is to seek investment returns through investments in the Startup.

3.4.2 WeFunds’ Investment Process

After a Fundraising closes and the aggregate investment amount for the WeFund has been established, all investments in the WeFund will be processed, and the WeFund will begin operations. At the launch of the WeFund, the WeFund will acquire securities of a Startup through privately negotiated transactions directly with the Startup. Each WeFund’s investment program generally involves: (i) the investment of substantially all WeFund assets (except for funds reserved for administrative expenses) in securities of a Startup, (ii) holding such securities until (a) they are redeemed by the Startup in accordance with their terms, (b) they come due and are paid by the Startup in accordance with their terms, or (c) Wefunder Advisors identifies an opportunity to dispose of securities owned by the WeFund, which may include sales in a secondary market transaction, resale of the securities back to the Startup, or an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors (a "Liquidity Event") and (iii) distribution of funds paid by the Startup, or of securities or proceeds from a cash sale or other Liquidity Event. Wefunder Advisors will generally seek to identify Liquidity Events that maximize the total return to investors.

In managing a WeFund, Wefunder Advisors may exercise management rights negotiated with a Startup on behalf of a WeFund as set forth in the agreement between the Startup and the WeFund. In addition, subject to the terms of the agreement between the WeFund and the Startup and any applicable laws, Wefunder Advisors, in its sole discretion, may, without limitation: (i) exercise any voting rights associated with securities of the Startup; (ii) exercise conversion or other rights associated with securities of the Startup; (iii) decide when and on what terms to dispose of securities owned by the WeFund, which may include sales in a secondary market transaction, resale of the securities back to the Startup, or an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors; (iv) decide whether to participate in any tender offer offered by the Startup; (v) decide when to dissolve the WeFund, and administer such dissolution; and (vi) decide whether the WeFund should distribute cash and/or securities to investors.

In addition to securities of a Startup, a WeFund may also hold cash or short-term investments. A WeFund will not borrow for investment purposes.

3.4.3 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Wefunder Advisors and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder Advisors, and any of its affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Wefunder Advisors or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder Advisors or any of its affiliates. You acknowledge that none of Wefunder Advisors, its affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

3.4.4 Management and Administration of a WeFund

If you invest in a WeFund, you will not be a recordholder of securities of the Startup. You may not vote, exercise management rights, or dispose of securities of the Startup.

Wefunder Advisors, a Delaware limited liability company headquartered in Boston, Massachusetts, is the managing member of each WeFund. Wefunder Advisors is responsible for carrying out each WeFund’s ordinary affairs, and will appoint appropriate Third Party Service Providers to the WeFund, including investment managers.

Wefunder Advisors is also the investment manager of the LLC. Wefunder Advisors is a venture capital fund adviser that is an exempt reporting adviser that has filed notice of its status as such with the U.S. Securities and Exchange Commission ("SEC"). The sole owner and member of Wefunder Advisors is Wefunder, Inc. Pursuant to the terms of the LLC Agreement and/or one or more investment management agreements between the LLC or specific WeFunds and Wefunder Advisors, Wefunder Advisors has been delegated primary responsibility for the implementation of each WeFund’s investment program, including but not limited to deciding when and on what terms to dispose of securities owned by the WeFund, when to participate in any tender offer by the Startup, whether and when to dissolve the WeFund, and whether the WeFund should distribute cash and/or securities to investors in the WeFund. The management rights exercised by Wefunder Advisors may vary on a WeFund-by-WeFund basis.

Wefunder Advisors may, in its sole discretion, to determine whether to offer follow-on and other related investment opportunities in a Startup, if such opportunities are made available, to some or all of the investors in a WeFund that previously invested in securities of that Startup or to investors who did not invest in that prior WeFund.

3.4.5 WeFund Expenses

A portion of the money invested in the WeFund may be reserved to pay administrative fees, details of which will be disclosed to you when you invest. These fees may vary on a WeFund-by-WeFund basis and generally include expenses of operating the WeFund and organizational expenses ("Organizational Expenses"). WeFund expenses may include, without limitation, (i) fees and expenses for advisors, including tax advisors, attorneys, auditors and consultants but not Wefunder Advisors; (ii) all third party costs and expenses incurred in developing, negotiating, structuring, acquiring, or otherwise transacting in investments, including brokerage, third-party finders’ fees, background checks and custodial fees and expenses; (iii) the costs of any litigation, directors’ and officers’ liability or other insurance and indemnification obligations or extraordinary expense or liability relating to the affairs of the WeFund; (iv) expenses for indemnity or contribution; (v) expenses incurred in connection with the collection of amounts due to the WeFund; (vi) the costs of liquidating or dissolving the WeFund; and (vii) any taxes, fees or other governmental charges levied against the WeFund and all expenses incurred in connection with any tax audit, investigation, settlement or review of the WeFund. Organizational Expenses encompass those incurred in connection with (i) the formation and organization of the WeFund, and (ii) the offering of interests in the WeFund, including related travel, accommodation, legal, accounting, consulting, filing, registration, marketing, publishing, selling and printing costs. No administrative fees are paid to Wefunder, Inc., Wefunder Advisors, or any of their affiliates or principals, although these entities may be reimbursed by the WeFund for documented WeFund expenses.

For accounting purposes, a WeFund may amortize its Organizational Expenses for up to 60 months. A WeFund will generally limit the amount of Organizational Expenses that are amortized so that the audit opinion issued with respect to its financial statements will not be qualified. Wefunder Advisors, or one or more of its affiliates, may, at their sole discretion, pay any such excess Organizational Expenses directly, or they will be expensed by the WeFund in the year in which they are incurred.

The investment returns experienced by investors in WeFunds will be reduced by these expenses, which may have a material effect on such returns. Members that are invited by a Startup or its Founders to invest directly in the Startup on similar terms as a WeFund will not pay similar expenses, and are likely to experience better investment returns as a result.

3.5 ADDITIONAL INFORMATION REGARDING INVESTMENTS IN WEFUNDS

3.5.1 Subscribing for Interests

The WeFund interests offered to Members are securities of each WeFund and not of a Startup. These securities will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction.

A WeFund will generally set a minimum subscription amount for investment for each Fundraising.

No certificates will be issued for interests in a WeFund. You will, however, receive written confirmation of your holdings.

Each WeFund will establish and maintain on its books a capital account ("Capital Account") for you, which will reflect your investment and certain other transactions.

3.5.2 Investor Eligibility Requirements

In order to invest in a WeFund, you must be (i) an "accredited investor" as defined in Regulation D under the 1933 Act, and (ii) a United States citizen or resident, unless Wefunder Advisors determines, in its sole discretion, to admit investors that are not United States persons.

3.5.3 Redemption of Interests

You will have no right to redeem your interests in a WeFund, unless permitted by prior written consent of Wefunder Advisors, in its sole discretion. Wefunder Advisors may, in its sole discretion, compulsorily redeem your interest, in whole or in part, on terms that Wefunder Advisors determines are reasonable. There is no secondary market for interests in the WeFund and none is contemplated, and if one were to develop, you could not sell your interests without the prior written consent of Wefunder Advisors, in its sole discretion. See Section 3.6.6 – "Restrictions on Transfer" below.

3.5.4 Determination of Net Asset Value

Wefunder Advisors will not calculate or report a net asset value or similar calculation for the WeFund. From time to time, Wefunder Advisors may calculate an estimated value of WeFund assets when making important investment decisions for the WeFund, but that value will only be one factor Wefunder Advisors may consider in making its decisions.

3.5.5 Transfer Restrictions

You may not sell, pledge, assign or otherwise transfer any WeFund interest without the prior written consent of Wefunder Advisors, which may be withheld or conditioned upon the payment of certain fees or transaction costs in Wefunder Advisors’ discretion. In addition, interests will not be registered under the federal or state securities laws and, therefore, will be subject to restrictions on transfer under those laws.

3.5.6 Distributions

Distributions from a WeFund, if any, generally will result from the WeFund’s receipt of the proceeds from the sale, redemption, or liquidation of the securities of the Startup in which the WeFund has invested. When authorized by Wefunder Advisors, in its discretion, distributions generally will be made in cash as available, net of fees and expenses and reasonable reserves for future WeFund expenses, but may be made in-kind at Wefunder Advisors’ discretion. It is not anticipated that distributions will be made until the end of the term of the WeFund. Distributions when declared will be made to investors in proportion to their Capital Account balances and will be subject to performance-based compensation due to Wefunder Advisor. Each WeFund’s LLC Agreement and WeFund-specific Appendix contains detailed information regarding the terms of the performance-based compensation payable to Wefunder Advisors.

3.5.7 Reports

After the end of each fiscal year, you will receive a Schedule K-1 (IRS Form 1065) reporting your share of the items of the WeFund’s income, gain, loss and deduction for that fiscal year.

3.5.8 Term

Each WeFund will terminate after the occurrence of a Liquidity Event so that all or substantially all of the WeFund’s investments are converted to cash or publicly-traded securities, unless otherwise terminated in the sole discretion of Wefunder Advisors. In winding up the WeFund, Wefunder Advisors has sole discretion to determine if and when to liquidate securities, and investors may lose money depending on the decisions made by Wefunder Advisors.

3.6 RISKS ASSOCIATED WITH REG D OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a WeFund. You should also carefully consider the following risks prior to investing in the WeFund:

3.6.1 General

An investment in a WeFund involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a WeFund is not intended as a complete investment program. There can be no assurance that the investment objective of any WeFund will be met. WeFunds invest in early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

3.6.2 No Guarantee of Investment Returns

Neither Wefunder Advisors nor any of its affiliates guarantee the future performance or financial results of any Startup or any WeFund, and an investment in a Startup through a WeFund may result in a gain or loss upon termination or liquidation of your investment.

3.6.3 Limited Financial Information About WeFunds

You will not receive audited financial statements with respect to any WeFund, and you will receive only limited information about each such WeFund and the Startup to which that WeFund relates. You will not receive ongoing information about the value or valuation of the WeFund, the Startup or the securities of the Startup held by the WeFund, and you understand and agree that any such valuation information would in any event be of limited reliability and use.

3.6.4 Privately-Offered Security Risk

Investing in privately offered securities entails a significant degree of risk and, therefore, should be undertaken only by investors capable of evaluating and bearing those risks. Venture company investments, such as those in the Startups, involve a high degree of risk and many or most venture company investments lose money.

3.6.5 Limited Market for Interests in WeFunds and Startup Securities

The interests in WeFunds have not been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction. Therefore, interests in WeFunds cannot be resold, pledged, assigned or otherwise disposed of unless they are so registered or an exemption from registration is available. A limited market exists for the sale of a Startup's securities, and the transferability of those securities is generally restricted. In the event that Wefunder Advisors determines to distribute Startup securities to investors in a WeFund, there may be no market through which the Startup securities may be sold, and even if there were such a market, the transfer of Startup securities may be subject to significant legal and contractual restrictions, including Federal and state securities laws and regulations. Neither Wefunder Advisors nor any of its affiliates, is under any obligation to register interests in a WeFund on your behalf or to assist you in complying with an exemption from registration under the 1933 Act.

HE WEFUNDER SITE BY INVESTORS AND INVESTMENTS IN OFFERINGS

In addition, if a distribution of Startup securities to investors in a WeFund is made prior to the existence of a public market for such securities, the securities distributed would not be registered under Federal securities laws or qualified under any state securities law. Any sale would be required to be made in reliance upon exemptions under those laws. Unless a Startup’s securities are registered with the SEC and any required state authorities, or an appropriate exemption from registration is available, if you receive Startup Securities in a distribution from a WeFund, you may be unable to liquidate those securities, even though your personal financial condition may dictate such liquidation. Moreover, the resale of any Startup securities will generally be subject to Section 4(a)(7) of the 1933 Act or Rule 144 of the 1933 Act. If you intend to sell Startup securities distributed to you by a WeFund, you may be required to aggregate your sales with sales made by other investors for some period of time following the distribution, which may restrict your ability to liquidate the Startup securities. Therefore, if you require liquidity in your investment, you should not invest in a WeFund.

3.6.6 Restrictions on Transfer

Interests in WeFunds generally cannot be traded and cannot be redeemed. Your ability to transfer interests in WeFunds is subject to contractual, legal and regulatory restrictions. Your interest in a WeFund can only be transferred with the prior written authorization of Wefunder Advisors, which may be withheld in Wefunder Advisors’ absolute discretion. You may not be able to transfer your interests in a WeFund at the time or at the price you seek to make a transfer of your interests. You typically must hold your interest in a WeFund until a liquidation event has occurred.

3.6.7 No Control Over Management of WeFunds

You will not have any right to manage, influence or control the management or operations of WeFunds. In particular, you will have limited voting rights associated with your interests in a WeFund, but in any event will not have voting powers to direct the management of the Startup. Further, Wefunder Advisors typically will not obtain representation on the board of directors or have any control over the management of any Startup. The success of any WeFund or Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

As investment manager of each WeFund, Wefunder Advisors makes all investment and other decisions for each WeFund, including (without limitation) whether and on what terms to dispose of Startup securities held by a WeFund, whether to exercise any conversion, warrant or similar rights on any Startup securities held by a WeFund, and whether and how to vote on any proxy or other voting matters related to the Startup. Except as required by law, you have no right to remove Wefunder Advisors from its role with respect to a WeFund. You should not invest in a WeFund unless you are willing to entrust all aspects of the management of the WeFund to Wefunder Advisors. Any determination as to whether to distribute securities, or sell the securities and distribute cash, will be made by the Wefunder Advisors, in its sole discretion.

Wefunder Advisors may, in its sole discretion, determine whether to offer follow-on and other related investment opportunities in a Startup to some or all of the investors in a WeFund that previously invested in securities of that Startup, or to investors who did not invest in that prior WeFund.

3.6.8 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup securities by a WeFund may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

3.6.9 Investor Expenses That May Not Be Incurred through Other Offerings and/or Direct Purchases of a Startup Securities

In general, by purchasing interests in WeFunds through the Site, investors will be charged certain fees that they may not have been charged if making such investments without the use of the Site. Each WeFund will allocate to Wefunder Advisors performance-based compensation in the form of an incentive allocation, representing a portion of any investment gains realized by the WeFund. In addition, investors are required to pay administrative expenses of the WeFund, which would not otherwise be incurred by an investor making a direct investment in securities of the Startup. Each WeFund may bear all or part of its own organizational, operating and third party expenses, which may be significant in terms of the size and assets of the WeFund. The expenses and incentive allocation will reduce the amount received by investors in each WeFund, and the incentive allocation could give the Wefunder Advisors an incentive to reject offers to purchase securities held by a WeFund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation.

3.6.10 Expenses Charged to a WeFund

Each WeFund may allocate certain extraordinary fees and expenses under the terms of its governing documents. Such fees and expenses will be allocated among the investors in a WeFund in accordance with terms of the governing documents. Such fees or expenses may reduce, perhaps materially, your return on investment.

3.6.11 Limited Information About Startups

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. Any decision to purchase Startup securities indirectly through a WeFund must be made without certainty of the Startup’s financial and operating data. In the context of other investment decisions, such data might be a necessary part of an investor’s appraisal of the advisability of making an indirect investment in the Startup. Investors considering an investment in a WeFund must be aware that there is a risk that: (i) there are facts or circumstances pertaining to a Startup that the public, the WeFund and you are not aware of, and (ii) publicly available information and information on the Site concerning the Startup upon which you and/or the WeFund rely may prove to be inaccurate, and, as a result, you may suffer a partial or complete loss of the investment.

You should read and understand the risk factors contained in the Startup Information before investing in a WeFund. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in a WeFund. Neither Wefunder Advisors nor any of its affiliates has any ability to assure, and has not in any way assured, that any or all such risk factors, conflicts of interest and other disclosures have been presented fully and fairly, or that all applicable risk factors or conflicts of interests have been presented at all.

3.6.12 No Assurance of Profit Distributions

An investment in interests of a WeFund may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Wefunder Advisor’s control. You will typically not receive distributions, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

3.6.13 Lack of Performance Record

Each WeFund is a newly formed entity with no performance record.

3.6.14 A WeFund Does Not Offer a Complete Investment Program

A WeFund investment is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.

3.6.15 Potential Liability to Return Prior Distributions

Under the Delaware Limited Liability Act, members of a series of a limited liability company such as a WeFund may be liable to return prior distributions made to them by a WeFund in the event that such WeFund becomes insolvent subsequent to the date of such distributions.

3.6.16 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the WeFund does not distribute any income (or does not distribute sufficient income to pay the taxes).

3.6.17 Lack of Regulatory Oversight Regarding Reg D Offerings and Offering Materials

Offering documents provided by Startups engaging in Reg D Offerings are not required to be reviewed by, and are not reviewed by, the SEC or any other federal or state regulatory body. Neither the interests in WeFunds nor the underlying Startup securities in which WeFunds invest have been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction. Wefunder Advisors is an exempt reporting advisers and therefore is not registered as an investment adviser with the SEC or any state or other jurisdiction.

3.7 CONFLICTS OF INTEREST ASSOCIATED WITH REG D OFFERINGS

3.7.1 General

Generally, Wefunder Advisors will manage the WeFund and other funds, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder, Inc. and Wefunder Portal. Each of Wefunder Advisors, Wefunder, Inc., Wefunder Portal and each WeFund are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder Advisors and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a WeFund.

Wefunder Advisors will devote the time reasonably required to manage the WeFund. Wefunder Advisors and its affiliates, members, managers, officers and/or employees may be engaged in other businesses and activities, including exercising investment advisory and management responsibility and buying, selling or otherwise dealing with investments for their own accounts, for the accounts of family members, and for the accounts of other clients, including with respect to some of the types of investments that Wefunder Advisors will purchase or sell on behalf of a WeFund.

Each of these persons may give advice and take action in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to a WeFund. Wefunder Advisors will have no obligation to purchase or sell for a WeFund any investment that Wefunder Advisors or its affiliates, members, managers, officers and/or employees purchase or sell, or recommend for purchase or sale, for its or their own accounts, for the account of any other client. A WeFund will not have any rights of first refusal, co-investment or other rights in respect of the investments made by Wefunder Advisors and its affiliates for other clients, or in any fees, profits or other income earned or otherwise derived from them. If a determination is made that a WeFund and another client of Wefunder Advisors should purchase or sell the same investments at the same time, Wefunder Advisors will allocate these purchases and sales as it considers equitable to each. You will not, by reason of being an investor, have any right to participate in any manner in any profits or income earned or derived by or accruing to Wefunder Advisors or its affiliates from the conduct of any business (other than the WeFund’s business) or from any transaction in investments effected by Wefunder Advisors or any of its affiliates for any account other than that of the WeFund.

3.7.2 Performance-Based Compensation Paid to Wefunder Advisors

Wefunder Advisors will receive a portion of any returns available for distribution to WeFund investors that exceed the initial aggregate investment in the WeFund. If a WeFund sells or otherwise disposes of Startup securities, Wefunder Advisors is entitled to receive compensation measured as a portion of the appreciation or net returns on that investment upon a disposition resulting in a distribution of assets to WeFund investors. This incentive allocation could give Wefunder Advisors an incentive to reject offers to purchase securities held by a WeFund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation. Before you submit a Subscription Agreement for a WeFund, you will receive information regarding the specific terms of the compensation payable to Wefunder Advisors with respect to the WeFund.

The investment returns experienced by investors in WeFunds will be reduced by any performance-based compensation paid to Wefunder Advisors, which may have a material effect on such returns. Members that are invited by a Startup or its Founders to invest directly in the Startup on similar terms as a WeFund will not pay any compensation to Wefunder Advisors, and are likely to experience better investment returns as a result.

3.8 EMPLOYEE BENEFIT PLAN CONSIDERATIONS

Individual retirement accounts ("IRAs") are "benefit plan investors," as that term is defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and are permitted to invest in the WeFund. However, it is not expected that the assets of a WeFund will be treated as "plan assets" of such benefit plan investors for purposes of the fiduciary responsibility standards and prohibited transaction restrictions of ERISA and the parallel prohibited transaction excise tax provisions of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"). Each WeFund will limit investments by IRAs and other benefit plan investors so that such investments constitute less than 25% of the value of WeFund’s assets.

3.9 TAX CONSIDERATIONS

3.9.1 Partnership Taxation

Wefunder Advisors intends that a WeFund will be classified for federal income tax purposes as a partnership that is not a "publicly traded partnership" treated as a corporation. As a partnership, the WeFund will not be subject to U.S. federal income tax, but you will be required to take into account your distributive share of items of WeFund income, gain, loss and deduction substantially as though you had directly realized such items.

It is not anticipated that any WeFund will provide tax distributions to its investors.

If you are a tax-exempt entity, such as an individual retirement account, generally you will not be subject to U.S. federal income tax on your distributive share of items of income or on gains you recognizes on the sale, exchange or redemption of your interest, unless such items of income or such gain constitute unrelated business taxable income ("UBTI") for you under the Code. A tax-exempt investor of a WeFund may have UBTI if the WeFund engages in borrowing or if that investor incurs debt to acquire its interest. The WeFund will not borrow for investment purposes; accordingly, Wefunder Advisors does not anticipate that a tax-exempt investor will have UBTI from debt-financed property as a result of its investment in a WeFund unless that investor incurs debt to acquire its interest. Tax-exempt investors should consult their tax advisers about the tax consequences of an investment in a WeFund.

3.9.2 Taxation of Non-United States Investors

The following considerations apply to any investor who is not a United States person as defined in the Code (a "Non-US Investor"). Non-US Investors are allowed to invest in the WeFund only with the permission of Wefunder Advisors.

In general, a non-US Investor’s allocable share of US-source dividends and certain other types of passive income earned by the WeFund will be subject to US federal withholding tax at a rate of 30% or such lower rate as may be provided under an applicable tax treaty.

A non-US Investor that is not otherwise subject to US taxing jurisdiction will not be subject to US federal income tax on its allocable share of gains of the WeFund so long as the WeFund is not engaged in a trade or business within the United States. The WeFund does not anticipate that its investment activities will cause it to be treated as being engaged in the conduct of a trade or business in the United States. If the WeFund were considered to be engaged in a U.S. trade or business, a non-US Investor would be required to file a U.S. federal income tax return and pay tax on its allocable share of the WeFund’s income that was treated as effectively connected with that U.S. trade or business. In the case of a non-US Investor that is a foreign corporation, an additional 30% branch profits tax might be imposed. In addition, in such event the WeFund would be required to withhold taxes from the income or gain allocable to such non-U.S. Investor. Any amounts so withheld would reduce amounts otherwise distributable to such non-U.S. Investor.

Special rules may apply to a non-US Investor that (1) has an office or other fixed place of business in the United States to which such gain is attributable, (2) is a former citizen or resident of the United States, a controlled foreign corporation, a foreign insurance company that holds interests in connection with its US business, a passive foreign investment company, or a corporation that accumulates earnings to avoid U.S. federal income tax, or (3) is present in the United States for 183 days or more during a taxable year. These persons in particular are urged to consult their U.S. tax advisers before investing in the WeFund.

Non-US Investors may need to provide additional certifications to avoid a 30% U.S. withholding tax that applies to US-source dividends and certain other types of passive income starting after June 30 2014 and to gross proceeds from the sale after Decmeber 31 2018 of assets producing US-source dividends and interest under recent legislation commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA."

YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING INTERESTS IN A WE FUND.

4 AGREEMENTS WITH RESPECT TO REG CROWDFUNDING OFFERINGS

4.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that, while Wefunder Portal will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, and/or your prior participation in Reg Crowdfunding Offerings in the prior 12 months when determining whether to permit you to participate in a particular Reg Crowdfunding Offering.
• You acknowledge that you are limited in the amount you may invest in offerings under Regulation Crowdfunding over any 12 month period and that, even though Wefunder Portal will ask you about these investment amounts and store data regarding such amounts on the Site, you alone are responsible for complying with all investment limitations applicable to all such Offerings, both through the Site and not through the Site;
• You understand that any investment you make in a Reg Crowdfunding Offering on the Site will be in a security of the particular Startup ("Startup Securities"), and that neither Wefunder Portal nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Startup.
• You represent that you have or you will review the educational materials provided to you on the Wefunder Portal portion of the Site prior to making each investment in a Reg Crowdfunding Offering.

4.2 INVESTOR REPRESENTATIONS

You represent and warrant to Wefunder Portal (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Wefunder Portal or any Third Party Funding Portal (as applicable) in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect (including with respect to other investments made by you under Regulation Crowdfunding in the prior 12 months), then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Wefunder Portal, any Third Party Funding Portal (if applicable), Startups, and their principals, affiliates, and other parties may rely, on the information you have provided to Wefunder Portal or any Third Party Funding Portal in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

4.3 CHOOSING AND MAKING INVESTMENTS

4.3.1 Services of Wefunder Portal with Respect to Reg Crowdfunding Offerings

Wefunder Portal operates the portions of the Site that present Reg Crowdfunding Offerings by Startups. Members are not clients of Wefunder Portal or any Third Party Funding Portal. Although Wefunder Portal evaluates potential Startups and determines which Startups will be able to engage in Reg Crowdfunding Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and Wefunder Portal.

For all Startups listed on the Wefunder Portal Site, Wefunder Portal performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether Wefunder Portal has a reasonable basis for believing that the Startup complies with Regulation Crowdfunding). The information reviewed includes all information in the Startup’s profile and in its Form C. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Wefunder Portal nor its affiliates performs any separate due diligence on the Startups. Some of the Startups listed on the Wefunder Portal Site may have been considered for, but not listed by a Third Party Funding Portal.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Wefunder Portal.

You also acknowledge that none of Wefunder Portal, any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Wefunder Portal, any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither Wefunder Portal nor any Third Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

4.3.2 Investments in Reg Crowdfunding Offerings through Startup Securities

In Reg Crowdfunding Offerings, Wefunder Portal provides Startups an opportunity to raise funds by allowing Members to invest directly in Startups seeking capital from both accredited and non-accredited investors. Startups seeking to raise money through Regulation Crowdfunding are limited to raising a maximum of $1 million through Reg Crowdfunding Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 4.3.8 – "Investor Eligibility Requirements."

Members participating in Reg Crowdfunding Offerings will invest in Startup Securities, which will be debt or equity securities issued by the Startup. The terms of the Startup Securities purchased in Reg Crowdfunding Offerings will vary depending on the type of security offered by a Startup. Investors should carefully consider the terms of the Startup Securities in which they invest and read the educational materials available on the Site about each type of security.

The terms of your investment in the Startup will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup. The Startup may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a bank for the benefit of the Startup and other Startups raising funds through Wefunder Portal. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Startup may not be processed. To the extent the number of investors in a Startup is capped by the Startup, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.

Your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular Reg Crowdfunding Offering by the deadline set forth in the Startup Information ("Target Deadline") provided on the Site. Funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached by the Target Deadline. If the Funding Target is not reached by the Target Deadline, your funds will be returned to you without interest within 7 days of the termination of the Fundraising. If the Funding Target is reached prior to the Target Deadline and the Startup desires to move the Target Deadline up, Wefunder Portal or a Third Party Funding Portal (if applicable) will provide you with at least five business days’ notice of such change. Otherwise, Wefunder Portal or a Third Party Funding Portal (if applicable) will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Startup may also decide to accept investments that exceed the Funding Target. In this case, the Startup will provide investors with information regarding the Maximum Amount that will be accepted and the manner of allocating excess subscriptions. You will receive notice from Wefunder Portal or a Third Party Funding Portal (if applicable) when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed.

You may revoke your investment in a Startup during the Fundraising by providing notice to Wefunder Portal or a or a Third Party Funding Portal (if applicable) as provided on the Site. You may also revoke your investment at any time up until 48 hours before the Target Deadline. After that, your investment in the Startup can be processed. None of Wefunder Portal, any Third Party Funding Portal or any of their affiliates will take physical custody of your funds.

You acknowledge that, in Reg Crowdfunding Offerings, if the Funding Target is not reached, your funds will be returned to you without interest, within 7 days of the termination of the Fundraising.

4.3.3 Limitation on Subscriptions

You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.

4.3.4 Aggregate Subscriptions

With respect to any Regulation Crowdfunding Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in any 12 month period under Reg Crowdfunding, as discussed further below in Section 4.3.8.

4.3.5 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Wefunder Portal, any Third Party Funding Portal and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder Portal, any Third Party Funding Portal, and any of their affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or other third party or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Wefunder Portal, a Third Party Funding Portal or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder Portal, any Third Party Funding Portal or any of their affiliates. You acknowledge that none of Wefunder Portal, any Third Party Funding Portal, their affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

4.3.6 Fees Charged in Respect of Reg Crowdfunding Offerings

Wefunder Portal will charge a fee to each Member who invests in a Reg Crowdfunding Offerings, which will be a percentage of the amount the Member invested at the time each Reg Crowdfunding Offering closes.

4.3.7 Subscribing for Startup Securities

The Startup Securities offered to Members in Reg Crowdfunding Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Startups will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $100 at a minimum.

4.3.8 Investor Eligibility Requirements

In accordance with Regulation Crowdfunding’s requirements, you are not permitted to invest more than a certain amount in offerings made under Regulation Crowdfunding (including those not made through the Site) during any single 12 month period, which amount is determined based on your own financial circumstances. In particular, if your annual income or net worth is less than $100,000, you may only invest a maximum amount equal to the greater of $2,000 or 5 percent of the lesser of your annual income or your net worth. If both your annual income and net worth are equal to more than $100,000, you may only invest a maximum amount equal to 10 percent of the lesser of your annual income or net worth, but you may not invest more than $100,000 through all Regulation Crowdfunding offerings.

Further, you understand and agree that Wefunder Portal is permitted under Regulation Crowdfunding to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Reg Crowdfunding Offering.

4.3.9 Investor Contract Amendments

The Investor hereby consents to the following actions being taken by Wefunder Portal with respect to Investor’s investment contract with the Company and/or an SPV (as defined below) and agrees that the following language shall be treated as incorporated into the investment contract:

A. Wefunder Portal may amend the terms of Investor’s investment contract, provided that the amended terms (“Amended Terms”) are more favorable to the Investor than the original terms.

B. In connection with such an amendment, if the Company is conducting an offering by issuing its securities to two or more SPVs (as defined below) and the SPV being issued Company securities featuring the Amended Terms is different than the SPV through which Investor originally invested, Wefunder Portal may amend the Investor’s investment contract such that the counterparty to the investment contract is the SPV being issued Company securities featuring the Amended Terms; and

C. Wefunder Portal may reduce the amount of Investor’s investment in a SPV associated with a Company or the Company itself if the reason for the reduction is that the Company’s offering is oversubscribed.

D. If the Company’s offering is oversubscribed and Investor is an “accredited investor” (as defined in Regulation D under the 1933 Act), Wefunder Portal may allocate Investor’s investment to an offering conducted concurrently using Regulation D under the 1933 Act, provided that there is no change in the price or terms of Investor’s investment contract except that (i) different restrictions on the resale of securities may apply under the 1933 Act and (ii) Wefunder will not charge fees on any such investments.

4.4 RISKS ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:

4.4.1 General

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Startup is not intended as a complete investment program. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

4.4.2 No Guarantee of Investment Returns

None of Wefunder Portal, any Third Party Funding Portal, or any of their affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

4.4.3 Restrictions on Resale or Transfer

The Startup Securities are issued in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. Startup Securities purchased through the Site in Reg Crowdfunding Offerings cannot be resold, pledged, assigned or otherwise disposed of during the one-year period starting with the date of purchase, unless they are transferred: (1) to the Startup itself; (2) to an "accredited investor" (as defined in as defined in Regulation D under the 1933 Act); (3) in connection with a registered offering of the Startup Securities with the SEC; (4) to a family member of the Member, or to a trust of the Member or one of its family members; or (5) in connection with the Member’s death or divorce.

However, even if you are able to sell or transfer your Startup Securities, there is a limited market for the sale of a Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Startup.

4.4.4 No Control Over Management of the Startups

You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

4.4.5 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

4.4.6 Limited Information About Startups

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Form C, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.

4.4.7 No Assurance of Profit

An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Wefunder Portal’s control. You will typically not receive returns, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

4.4.8 Direct Investment in Startups in Reg Crowdfunding Offerings

In Reg Crowdfunding Offerings, Members will invest directly in the securities of Startups. The Startup will not be managed by Wefunder Portal or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg Crowdfunding Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.

4.4.9 Lack of Regulatory Oversight of Reg Crowdfunding Offerings and Offering Materials

Wefunder Portal and the Third Party Funding Portals are registered as funding portals with the SEC and are members of the Financial Industry Regulatory Authority ("FINRA"). As such, Wefunder Portal and Third Party Funding Portals must submit certain information and materials to FINRA and the SEC and are subject to examination by FINRA and the SEC. In addition, Startups must file with the SEC a disclosure document called a Form C and updates and amendments to the Form C. However, the funding portal regulatory regime and the Form C are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

4.4.10 Review of Reg Crowdfunding Offering Documents by SEC and Wefunder Portal and/or a Third Party Funding Portal No Indicator of Likely Success of Startup or Guarantee of Investment Returns

Under Regulation Crowdfunding, a Startup must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, Wefunder Portal will perform a limited review of Startups, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit a Startup to engage in Reg Crowdfunding Offerings on the Site. However, none of the SEC, Wefunder Portal or any Third Party Funding Portal (if applicable) will be reviewing any Startup’s Form C or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Startup’s Form C by the SEC under Regulation Crowdfunding does not indicate the SEC’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.

4.4.11 An Investment in a Startup Does Not Offer a Complete Investment Program

An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

4.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

4.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.

Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP SECURITIES.

4.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

4.5.1 General

Wefunder Portal will facilitate Reg Crowdfunding Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder Advisors and Wefunder, Inc. Each of Wefunder Portal, Wefunder Advisors and Wefunder Inc. are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder Portal and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Startup.

5. AGREEMENTS WITH RESPECT TO REG A+ OFFERINGS

5.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that, while Wefunder Inc. and its affiliates will verify such information to the extent such verification is required under applicable law, they may rely on the truthfulness of your representations regarding your income and net worth when determining whether to permit you to participate in a particular Reg A+ Offering.
• You understand that any investment you make in a Reg A+ Offering on the Site will be made directly in Startup Securities, and that neither Wefunder Inc. nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Startup.

5.2 INVESTOR REPRESENTATIONS

You represent and warrant to Wefunder that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Wefunder and its affiliates in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Wefunder, Startups, and their principals, affiliates, and other parties may rely, on the information you have provided to Wefunder in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

5.3 CHOOSING AND MAKING INVESTMENTS

5.3.1 Services of Wefunder with Respect to Reg A+ Offerings

Wefunder operates the portions of the Site that present Reg A+ Offerings by Startups. Members are not clients of Wefunder. Although Wefunder evaluates potential Startups and determines which Startups will be able to engage in Reg A+ Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and Wefunder or any of its affiliates.

For all Startups available for investment through Reg A+ Offerings, Wefunder performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site. The information reviewed includes information regarding a Startup’s Founders, business plan, its current and anticipated resources, and, on a high level, its Offering Circular. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Wefunder does not perform any separate due diligence on the Startups, and the Startups are solely responsible with providing Members, in the Startup Information, with all material information regarding the Startup and to update the Startup Information with respect to any material changes to the information contained therein.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Wefunder.

You also acknowledge that none of Wefunder or its affiliates advises Members on the merits of a particular investment or transaction or provide legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Wefunder or its affiliates to buy or sell any securities or other financial instruments. Wefunder does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

Neither Wefunder Inc. nor any of its affiliates is a registered broker-dealer with the SEC or is a member of FINRA.

5.3.2 Investments in Reg A+ Offerings through Startup Securities

In Reg A+ Offerings, Wefunder provides Startups an opportunity to raise funds by allowing Members to invest directly in Startups seeking capital from both accredited and non-accredited investors. Startups seeking to raise money through Reg A+ will either choose to engage in a "Tier 1 Reg A+ Offering" or a "Tier 2 Reg A+ Offering." Startups engaging in Tier 1 Reg A+ Offerings are limited to raising a maximum of $20 million through Reg A+ Offerings in a single 12 month period. Startups engaging in Tier 2 Reg A+ Offerings are limited to raising a maximum of $50 million through Reg A+ Offerings in a single 12 month period, and are subject to certain investment limitations for non-accredited investors, as described below in Section 5.3.8 – "Investor Eligibility Requirements." Startups engaging in Reg A+ Offerings must have their Offering Circular (which will be included in the Startup Information) qualified by the SEC prior to closing a Startup Securities offering.

Members participating in Reg A+ Offerings will invest in Startup Securities. While Startup Securities purchased in Reg A+ Offerings may earn a set interest rate, they are not expected to have any required regular payment obligations by the Startup or any specified maturity date. Members are expected to achieve a return on their investment (if any) upon conversion of the Startup Securities to another type of instrument during a Liquidity Event, at which time Members will receive funds (if applicable) in exchange for their Startup Securities.

Other than requiring that Startups engaged in Reg A+ Offerings use this basic structure, the terms of Members’ investment in Startups will generally not be negotiable. The terms of your investment in the Startup will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup, pursuant to which you will make certain representations to the Startup. Wefunder or the Startup may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank account into a bank account maintained either by the Startup itself or by a Third Party Service Provider. You agree to comply with the terms of the investment contact and to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Startup may not be processed. If your investment is rejected, your funds will be returned to you without interest.

It is possible that your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular Reg A+ Offering, either in the aggregate or through the Site, during the Fundraising. The Funding Target (if any) will be established by agreement between Wefunder and the Startup raising funds on the Site. In such cases, funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest within 7 days of the termination of the Fundraising. Wefunder may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Startup to determine whether, and for how long, the Fundraising will remain open. Wefunder may also enter into an agreement with a Startup to close a Fundraising once a Maximum Amount has been raised in the Fundraising, either through the Site or in the aggregate, including investments not presented on the Site, or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by Wefunder and/or the Startup in its sole discretion. You will receive notice from Wefunder when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your investment contract. Upon closing, each investor who becomes an investor in a Startup will be deemed to have again entered into the investment contract, including (without limitation) to have agreed to each representation therein.

You may revoke your subscription for Startup Securities during the Fundraising by providing notice to Wefunder as provided on the Site. You may also revoke your subscription for Startup Securities for an additional 48 hours after receiving notice that a Fundraising has closed. 48 hours after you have received notice that a Fundraising has closed, or at any time thereafter, at the discretion of Wefunder or the Startup, your investment in the Startup will be processed. Neither Wefunder nor any affiliate of Wefunder will take physical custody of your funds.

You acknowledge that, in Reg A+ Offerings that have required Funding Targets, if the Funding Target is not reached, your funds will be returned to you without interest, within 7 days of the termination of the Fundraising.

5.3.3 Limitation on Subscriptions

You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on your investment contract may be accepted, or your subscription may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.

5.3.4 Aggregate Subscriptions

With respect to any Tier 2 Reg A+ Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in a single Reg A+ Offering under Regulation A, as discussed further below in Section 5.3.8.

5.3.5 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the investment contract limit the liability of Wefunder and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that Wefunder, and any of its affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Wefunder or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Wefunder or any of its affiliates. You acknowledge that none of Wefunder, its affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

5.3.6 Fees Charged in Respect of Reg A+ Offerings

Wefunder will not charge a fee to Members who invest in a Reg A+ Offerings. It is possible that each Startup that participates in a Reg A+ Offering may charge fees to Members, and such fees will be disclosed in that the Startup Information provided on the Site. Wefunder Inc. may require Startups that engage in Reg A+ Offerings to reimburse Wefunder Inc. for costs associated with an offering.

5.3.7 Subscribing for Startup Securities

Startups will generally set a minimum subscription amount for investment for each Fundraising.

5.3.8 Investor Eligibility Requirements

In accordance with Regulation A’s requirements, if you are not an "accredited investor," you are not able to invest more than either 10 percent of your annual income or 10 percent of your net worth, depending on which amount is greater, in a Tier 2 Reg A+ Offering. You acknowledge and understand that Wefunder and its affiliates are permitted under Regulation A to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Tier 2 Reg A+ Offering. Any investor can invest any amount in a Tier 1 Reg A+ Offering.

5.4 RISKS ASSOCIATED WITH REG A+ OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:

5.4.1 General

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Startup is not intended as a complete investment program. There can be no assurance that the investment objective of any Startup will be met. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

5.4.2 No Guarantee of Investment Returns

None of Wefunder or any of its affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

5.4.3 Restrictions on Resale or Transfer

Securities sold in Reg A+ Offerings are not "restricted securities" under the Securities Act, and are freely tradeable, subject to certain restrictions:

• With respect to a Startup’s initial Reg A+ Offering (whether or not it was presented on the Site), and any additional Reg A+ Offerings of such Startup during the first 12 months thereafter, the aggregate sales by holders of Startup Securities (including affiliates of the Startup) in respect of any Reg A+ Offering of such Startup may not exceed 30 percent of the aggregate offering price of the particular Reg A+ Offering.
• After the expiration of the 12 month period referred to above, affiliates of such Startup (but not other selling Startup Security holders) will be limited to selling no more than $6 million over any 12-month period in respect of a Tier 1 Reg A+ Offering and no more than $15 million over any 12-month period in respect of a Tier 2 Reg A+ Offering.

These restrictions may limit your ability to liquidate Startup Securities. Therefore, if you require liquidity in your investment, you should not invest in Startup Securities.

5.4.5 No Control Over Management of the Startups

You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the discussion of voting in the applicable Offering Circular. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

5.4.6 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

5.4.7 Limited Information About Startups

Due to the nature of Startups, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Offering Circular, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.

5.4.8 No Assurance of Profit.

An investment in Startup Securities may not generate profits for you. You must bear the economic risk of an investment for an indefinite period of time if you are not able to sell your Securities.

5.4.9 Lack of Involvement of Wefunder in Reg A+ Offerings

In Reg A+ Offerings, Members will invest directly in the securities of Startups. The Startup will not be managed by Wefunder or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg A+ Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup. Once an investment in a Startup through a Reg A+ Offering is closed, Wefunder’s involvement will terminate, and the relationship will exist solely between the Members and the Startup.

5.4.10 Lack of Regulatory Oversight of Reg A+ Offerings and Offering Materials

Startups must file their Offering Circulars with the SEC, which must be qualified by the SEC before Startups may close on their Reg A+ Offering. However, the regulatory regime surrounding Regulation A is not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

5.4.11 Review of Reg A+ Offering Documents by Wefunder and Qualification by the SEC No Indicator of Likely Success of Startup or Guarantee of Investment Returns

Under Regulation A, certain offering materials are required to be submitted to, and qualified by, the SEC and provided to prospective investors, including the Offering Circular. As noted above, Wefunder will perform a limited review of Startups, including the information proposed to be provided to potential investors, to determine whether to permit a Startup to engage in Reg A+ Offerings on the Site. However, neither the SEC nor Wefunder will be reviewing any Startup’s Offering Circular or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review and approval of a Startup’s Offering Circular by the SEC under Regulation A does not indicate the SEC’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.

5.4.12 An Investment in a Startup Does Not Offer a Complete Investment Program

An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.

5.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

5.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.

Because investors in Reg A+ Offerings invest directly in a Startup, the terms of the investment and other specific information about the Startup will be disclosed to you only by the Startup in the Startup Information, including in the Offering Circular. The Startup will disclose in the Offering Circular and other documents included in the Startup Information the particular risks associated with an investment in the Startup, but Wefunder does not review the Offering Circular or the Startup Information to ensure that any or all risks associated with the Startup’s particular management or terms of the offering are disclosed. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP SECURITIES.

5.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG A+ OFFERINGS

5.5.1 General

Generally, Wefunder Inc. will present on the Site the Reg A+ Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with Wefunder Advisors and Wefunder Portal. Each of Wefunder Inc., Wefunder Advisors and Wefunder Portal are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of Wefunder and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Startup.

6. Agreements with respect to offerings with a Custodian

6.1 Beneficial Ownership of Securities

XX Investments, LLC, a Delaware limited liability company, or any successor custodian selected by Wefunder in its sole discretion, will serve as custodian ("Custodian") for the Securities purchased and sold on the Portal pursuant to a Custodial and Voting Agreement ("Custodian Agreement"). Investor acknowledges that Investor’s purchase of Securities will serve as a direction to the issuer of the Securities ("Issuer") to issue the legal interest in the Securities to Custodian, in Custodian’s capacity as a securities intermediary. Investor acknowledges and agrees that, for any Securities purchased or sold on the Portal by Investor, the Custodian will be the sole holder of legal title to and be the sole record holder of such Securities and Investor will have beneficial ownership of such Securities. The books and records of the Issuer will show the Custodian as the sole legal and record owner of the Securities. The sole dispositive record of the Investor’s beneficial ownership of the Securities will be on the books and records of the Custodian, acting as transfer agent to the Issuer, or any successor transfer agent ("Transfer Agent").

6.2 Exercise of Voting Rights

Investor acknowledges and agrees that the Custodian will exercise all voting rights with respect to the Securities and take any actions in connection with such voting rights, consistent with the Custodian Agreement, at the direction of XX Team LLC, which holds the right to vote the Investor’s Securities, in accordance with the Lead Investor Power of Attorney. Investor acknowledges and agrees that any voting rights with respect to the identity of the representative(s) ("Lead Investor(s)") of XX Team LLC who will act on behalf of XX Team LLC with respect to Investor’s Securities will be exercised by Investor and not by the Custodian or XX Team LLC.

6.3 Lead Investor Power of Attorney

The Investor, by executing this Agreement, hereby appoints XX Team LLC, with full power of substitution, as the Investor’s true and lawful representative and attorney-in-fact, and agent of the Investor, with full power and authority to make voting decisions on Securities beneficially owned by the Investor. To the maximum extent permitted by law, this power of attorney (“Lead Investor Power of Attorney”) is coupled with an interest, will be irrevocable and will survive, and will not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor. The Investor represents and warrants that the Power of Attorney granted by the Investor has been executed by it in compliance with the laws of the state or jurisdiction in which this Agreement was executed and to which the Investor is subject.

6.4 XX Team LLC Compensation

Investor acknowledges and understands that the Lead Investor will not be compensated for the services it will provide to Investor pursuant to the Lead Investor Power of Attorney. Investor acknowledges and agrees that the Lead Investor may act as a portfolio manager for another special purpose vehicle advised by Wefunder Advisors LLC that invests in the Startup in a subsequent non-Regulation CF round of financing and may receive compensation in that capacity.

7. AGREEMENTS WITH RESPECT TO REGULATION CF OFFERINGS WITH A SPECIAL PURPOSE VEHICLE (SPV)

7.1 ISSUING SECURITIES THROUGH A SPV

Instead of issuing its securities directly to investors, a Startup may decide to issue its securities to one or more special purpose vehicles (each, an “SPV”) which will then issue its securities to investors. In all such cases, the SPV will be formed by Wefunder Admin, LLC (“Wefunder Admin”) on behalf of the Startup and will be a co-issuer with the Startup in the offering under Regulation Crowdfunding. The Startup's use of a SPV will be intended to allow investors in the SPV to achieve the same economic exposure, voting power, and ability to assert State and Federal law rights, and receive the same disclosures, as if they had invested directly in the Startup in an offering made under Regulation Crowdfunding. In this regard, an investor investing in the Company through a SPV will have the same relationship to the Company’s securities, in terms of number, denomination, type and rights, as if the investor invested directly in the Company. The Startup’s use of a SPV will not result in any additional fees being charged to investors. Where a SPV is used, the Startup and the SPV will be co-issuers of the securities being issued and disclosure regarding both the Startup and the SPV will be provided in the applicable Form C. Investor acknowledges that his or her investment in a Startup may be made through such a SPV. Investor acknowledges that Investor may be required to provide tax-related information about Investor (including but not limited to Investor’s Tax Identification Number) prior to receiving any disbursements from a SPV.

7.2 EXERCISE OF VOTING RIGHTS

Investor acknowledges and agrees that the lead investor(s) identified and appointed by the Startup and approved by Wefunder Inc. (the “Lead Investor”) will exercise all voting rights with respect to the securities issued by the SPV and will take any actions in connection with such voting rights on behalf of the Investor, in accordance with the Lead Investor Power of Attorney.

7.3 LEAD INVESTOR AGREEMENT WITH STARTUP AND WEFUNDER INC.

Investor acknowledges and understands that the Startup has entered into an agreement with the Lead Investor and Wefunder Inc. (the “Lead Investor Agreement”), pursuant to which the Startup has the power to appoint the Lead Investor as Lead Investor, subject to the approval of Wefunder Inc., and Wefunder Inc. has the power to remove the Lead Investor, as specified in that agreement. In addition, pursuant to the Lead Investor Agreement, the Lead Investor has the ability to resign as Lead Investor at any time upon at least 30 days prior written notice to the Startup and Wefunder Inc. or such shorter period as may be agreed to by the parties.

7.4 LEAD INVESTOR POWER OF ATTORNEY

The Investor, by entering into this Agreement, hereby appoints the Lead Investor, with full power of substitution, as the Investor’s true and lawful representative and attorney-in-fact, and agent of the Investor, with full power and authority to make voting decisions on SPV securities or Startup securities owned by the Investor and take any related actions (including, but not limited to, signing documentation). To the maximum extent permitted by law, this power of attorney (“Lead Investor Power of Attorney”) is coupled with an interest, will be irrevocable except as provided below and will survive, and will not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor. In the event that the Lead Investor is replaced by a successor Lead Investor, the Startup will provide investors with notice of the replacement, including information about the successor Lead Investor. In such an event, Investor acknowledges and agrees that this Power of Attorney will be revocable for the five calendar day period beginning with the date of the Lead Investor replacement notice. If the Power of Attorney is not revoked by the Investor during this five-day period through written notice directed to the contact specified in the Lead Investor replacement notice, then this Power of Attorney will remain in effect with respect to the successor Lead Investor.

7.5 LEAD INVESTOR COMPENSATION

Investor acknowledges and understands that the Lead Investor will not be compensated for the services it will provide to Investor pursuant to the Lead Investor Power of Attorney. Investor acknowledges and agrees that the Lead Investor may act as a portfolio manager for another special purpose vehicle advised by Wefunder Advisors LLC that invests in the Startup in a subsequent non-Regulation CF round of financing and may receive compensation in that capacity.

7.6 INDEMNIFICATION OF LEAD INVESTOR

Investor shall indemnify and hold harmless the Lead Investor from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the Lead Investor, including expenses of legal counsel arising out of, in connection with or based upon any act or omission by the Lead Investor relating in any way to the Lead Investor Power of Attorney, so long as the Lead Investor is not grossly negligent and has acted in good faith.

This website privacy policy ("Privacy Policy") describes how Wefunder, Inc., Wefunder Portal LLC, and Wefunder Advisors LLC ("Wefunder," "we," "us," or "our") collect, use, and share information about users of our websites, including wefunder.com and xx.team, and associated services (collectively, our "Website"). By using our Website, you acknowledge and consent to our practices described below. Your use of our Website is also subject to our Terms of Use.

Information We Collect

Information you provide us.

We receive information about you if you choose to provide it to us, such as when you register for and create a profile on our Website. This information may include your name, address, phone number, email address, photo, Social Security number, date of birth, net worth, income, status as an accredited investor, your biography, and your website. If you choose to invest in a business through our Website, we will collect payment information from you, such as financial account information or payment card information, and we may collect information to verify your income, such as a bank statement or W-2 form. Please note that we do not store your payment card information, but we do store other financial information. If you choose to add an investment entity to your profile, we will also collect information about the entity.

If you would like to raise funding for your business with our Website, we collect information about you and your business, your fundraising terms, and payment information.

We also collect information when you post questions or comments on our Website, send or receive direct messages from other users, or when you contact us, including via email, phone, or social media.

When you visit our Website.

We automatically collect certain information when you use our Website, including: (i) information about your interaction with our Website, including the actions you take, the pages or other content you view or otherwise interact with, and the dates and times of your visits; and (ii) device information, such as your IP address, operating system information, and web browser and/or device type and language.

Information from other sources.

In order to provide the services on our Website, including verifying your identity and other information you provide us, we collect information about our users from third parties and combine it with other information we receive from or about our users.

Third party services.

If you decide to register through or otherwise grant access to a third party social networking or authentication service that we may make available ("Integrated Service"), such as Facebook, LinkedIn, Twitter, or Angellist, we will collect certain personal information that you have provided to the Integrated Service (such as your name, email address, photo, and other information you make available via the Integrated Service) and an authentication token from the Integrated Service. The personal information collected from the Integrated Service may be used to register you on our Website and to provide some of the features of our Website. You may revoke our access to your account on the Integrated Service at any time by updating the appropriate settings in the account preferences of the respective Integrated Service. You understand that certain features of our Website may not be available to you if you choose to remove our access to your account with the Integrated Service.

Cookies and other technologies.

When you visit our Website, we and our service providers collect certain information through the use of "cookies" and other technologies to better understand how our users navigate through our Website, learn what content is being viewed, and administer and improve our Website. Cookies are small text files that web servers place on an internet user’s computer that are designed to store basic information and to recognize your browser. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Website. We use Google Analytics cookies for data analytics purposes, and you can find more information on how Google uses data from these cookies at www.google.com/policies/privacy/partners/. Please consult your web browser to learn the proper way to modify its cookie settings. Please note that if you delete, or choose not to accept, cookies from our Website, you may not be able to utilize the features of our Website to their fullest potential.

Some of our service providers, including Google, use cookies and similar technologies to show you our ads on other websites across the Internet. These ads may be directed to you based on your past visits to our website and your use of our Website in order to provide you with the most relevant content. You can opt out of our service provider’s use of cookies for directed marketing purposes by visiting the Network Advertising Initiative’s opt-out page. Please note that after opting-out, you will continue to see ads from these service providers, but they will not be based on your past activities.

How We Use Information We Collect

We may use the information that we collect for the following purposes:

• To provide, improve, and personalize our Website;
• To monitor and analyze usage trends and preferences;
• To processes payments and investments;
• To communicate with you, including for administrative, informational, promotional, and marketing purposes, and to respond to your requests or inquiries;
• To enforce this Privacy Policy or other terms to which you have agreed, and to protect the rights, property, or safety of us, our Website, our users, or any other person.

How We Share Information We Collect

Businesses You Invest In.

We may share your information with businesses that you invest in. The information about you that we share with the businesses you invest in may include your public profile information and your address, email address, and Social Security number.

Other Users and the Public.

Please note that your profile page is viewable by other users and the public. For information on privacy settings available to you, please see the "Choices You Have With Your Information" section below. Any comments or information you submit or share on public areas of the Website, such as questions for founders, your bio, or a description of your business, can be read, collected, or used by other users and the public. We are not responsible for the information you choose to submit or share on the public areas of our Website, such as investment pages or your public profile. We also share your information with other users when you send or receive direct messages from other users. Affiliates, Banks, and Partners. In order to provide the services on our Website, we may share your information with our affiliates and third parties, such as banks, portfolio companies, investment banking firms, accountants, and similar entities.

Service providers.

We use service providers to provide certain services to us, such as analytics services, fraud detection, payment processing, and advertising and marketing services. We only provide our service providers with the information necessary for them to perform these services. Our analytics providers may collect information about your online activities over time and across different online services when you use our Website.

Change of control.

In the event that Wefunder is merged or sold, or in the event of a transfer or sale of some or all of our assets, we may disclose or transfer information we collect in connection with the negotiation and/or conclusion of such a transaction.

Other disclosures.

We may disclose information about you to third parties if (a) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process, or governmental request, (b) to enforce our agreements, policies, or terms of service, (c) to protect the security or integrity of our Website, (d) to protect the property, rights, and safety of us, our users, or the public, (e) to respond in an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person, or (f) to investigate and defend ourselves against any third-party claims or allegations.

Choices You Have With Your Information

You can update the information you provided us by accessing your account settings. Through your account settings, you can also hide some portions of your profile from other users or the general public on the Internet as well as hide your profile from search engines that collect information from our websites.

You can also opt out of promotional email communications at any time by clicking on the unsubscribe link in an email your received from us. You can also update your communication preferences through your account settings on our Website.

Our users also have the “right to erasure”, meaning you may ask us to delete or remove your personal data. To make such a request, you may email us at [email protected]

Links to Other Websites

Our Website contains links to websites maintained by third parties. Please be aware that these third-party websites are governed by their own privacy policies and are not covered by our Privacy Policy. We are not responsible for the content or policies maintained by these websites. Please familiarize yourself with the privacy policy of any third-party websites you visit.

Security of Your Information

The security of your information is important to us. We have implemented reasonable security measures to help protect the information in our care. However, no data transmission over the Internet or method of storage is 100% secure. As a result, while we strive to protect your information, we cannot and do not guarantee or warrant the security of information collected or otherwise obtained by us in connection with our Website.

Children’s Privacy

Our Website is not intended for children under the age of 13, and we do not knowingly collect personal information from children under the age of 13. If we learn that we have collected the personal information from a child under the age of 13, we will take steps to delete the information. If you are aware that a child under 13 has provided us with personal information, please contact us at [email protected].

Do Not Track

Some web browsers incorporate a "Do Not Track" (DNT) feature. Because there is not yet an accepted standard for how to respond to a DNT signal, our websites do not currently respond to such signals.

Processing in the United States

Please be aware that personal information may be transferred to and maintained on, servers or databases located outside your state, province, country, or other jurisdiction where the privacy laws may not be the same as those in your location. If you are located outside of the United States, please be advised that we transfer all information to the United States for storage and processing, and your consent to our Privacy Policy represents your consent to this transfer, storage, and processing.

Changes to Our Privacy Policy

Please revisit this page periodically to stay aware of any changes to our Privacy Policy, which we may update from time to time. If we modify our Privacy Policy, we will make it available on our Website and indicate the effective date. In the event that the modifications materially alter your rights or obligations hereunder, we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access our Website for the first time after such material changes are made. Your continued use of our Website after the revised Privacy Policy has become effective indicates that you have read, understood, and agreed to the current version of our Privacy Policy.

Contacting Us

If you have any questions, comments, or concerns about our Privacy Policy, please email us at [email protected]