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PROVISIONS GOVERNING THE USE OF THE GEE FUNDING PLATFORM BY INVESTORS AND INVESTMENTS IN OFFERINGS

This Investors Terms of Use or Investors Agreement contains important information about the risks associated with using crowdfunding portals and intermediaries, as well as about privacy. Please read this information carefully. 

  1. INTRODUCTION 

I understand that the terms and conditions of this Agreement govern all aspects of my relationship with Gee Funding, Inc., and or GeeFunding.com. doing business as Gee Funding, including all transactions between Issuers and me, between Gee Funding portal and me, and all products and services now or in the future offered through GeeFunding.Com platform, beginning on the date my Account is opened. If I participate in other services provided by GeeFunding.Com that require me to agree to specific terms and conditions, all such terms and conditions will be deemed an amendment and will be incorporated into and made part of this Agreement. Gee Funding reserves the right to modify or terminate this Agreement at any time. I agree to consult the GeeFunding.Com Web Site regularly for up-to-date information about the Issuers, Offerings, Gee Funding rules, and Gee Funding, Inc., and its affiliates associated fees and charges. 

 If I determine that I am not willing to be bound by the terms and conditions of this Agreement, I will not apply for an Account with GeeFunding.Com Gee Funding, Inc., reserves the right to decline any Account Application or to terminate any Account at any time and for any reason, in its sole discretion.

Various features of my Account(s) with GeeFunding.Com are offered or processed through a service provider, which may be an unaffiliated company of Gee Funding, Inc., such as the ‘WePay’ payment processing gateway, and the Escrow Account Service Provider. Unless otherwise noted, all authority granted to, or limitations of liability of, Gee Funding shall include its agents and representatives and any service provider, including Escrow Account Service Providers such as Chase Bank (for certain banking and escrow services integrated with an Account) and WePay (for payment transactional and facilitating services). GeeFunding.Com, its agents or its affiliates acting on behalf of Gee Funding under this Agreement are authorized to perform the services contemplated by this Agreement. 

Gee Funding, Inc., operates this website, GeeFunding.com (the "Site"), which facilitates Regulation Crowdfunding securities offerings (the "Offerings") by early stage, start-up companies or operating businesses (collectively, “Company” or "Companies"). All these Offerings are made pursuant to:

Regulation Crowdfunding of the Securities Act of 1933 ("Reg Crowdfunding Offerings"), which are facilitated through the funding portal operated by Gee Funding, Inc. ("Gee Funding).

Your ability to participate in an 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 Investor Agreement, which includes, by reference, the 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 GeeFunding.com as a registered member of the Site (a "Member").

THIS AGREEMENT ALSO CONTAINS PREDISPUTE ARBITRATION PROVISIONS THAT AFFECTS YOUR RIGHTS, INCLUDING THE ABILITY TO DEMAND A JURY TRIAL AND THE ABILITY TO APPEAL THE OUTCOME OF YOUR ARBITRATION.  THE PROVISIONS ARE LOCATED UNDER SECTION 5 TO
THIS AGREEMENT.  THE PAGE NUMBER WILL VARY DEPENDING ON THE DEVICE YOU ARE USING TO ACCESS THIS AGREEMENT, THE SIZE OF YOUR BROWSER WINDOW, AND THE RESOLUTION OF THIS SCREEN.  HOWEVER, THE ARBITRATION PROVISIONS ARE LOCATED WITHIN THE LAST SEVERAL PAGES TO THIS AGREEMENT. 

TERMS OF THIS AGREEMENT

2. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT

This Agreement between you and Gee Funding (as defined herein) sets forth the terms and conditions for your access to the GeeFunding.com and your use of the information, features, products, services and tools on the Site (the "Services").

If you participate in a Reg Crowdfunding Offering, this Agreement is also between you and Gee Funding Portal. For ease of reference, when Gee Funding Portal and its affiliates, related companies, parents and/or subsidiaries are referred to together in this Agreement, they are referred to as " Gee Funding," "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 Gee Funding 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 Gee Funding. 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 Gee Funding from time to time on the GeeFunding.com, each of which is incorporated by reference and each of which may be updated by Gee Funding from time to time without notice to you.

Your use of Gee Funding platform 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 GeeFunding.com 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 GeeFunding.com about the Company (such information, the "Company Information");

The relevant Disclosure Memo, which sets forth general information about venture investments in a fund or partnership made through the Gee Funding portal;

The Subscription Agreement (together, the "Subscription Agreement") or Investment Contract, as applicable, submitted by you with respect to an 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 Crowdfunding Offering, this will include: (i) the Company’s Form C; and (ii) the Company’s EF Portal profile;

Any other information provided to you with respect to an Offering or via the Gee Funding portal. 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 the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with Gee Funding, and you are responsible for understanding the content of those agreements.

3. AGREEMENTS WITH RESPECT TO GEE FUNDING AND ALL OFFERINGS

3.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that Gee Funding is not responsible for any content on the Site provided by any third parties, including Companies, 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 Gee Funding, and is not liable for any type of loss or damage associated with your use of the Site.

You acknowledge that nothing on the Gee Funding constitutes a recommendation to buy securities or any other type of investment advice to you by Gee Funding, and any investment risk is solely your own. You are not a client of Gee Funding, Inc., Gee Funding Portal or any of our affiliates.

You acknowledge that Gee Funding, Inc., Gee Funding Portal, and any affiliates, do not independently verify information regarding Companies (although Gee funding Portal does conduct some due diligence on information provided by Companies as required by Regulation Crowdfunding rules) or endorse any Company for direct or indirect investment, and that information on the Site has been prepared without reference to any Member’s investment requirements or financial situation. You agree to abide by this and other agreements between you and Gee Funding and service providers that govern or relate to your use of the Gee Funding platform or the services available on the GeeFunding.com.

You understand that Gee Funding 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 Company, including the information that is incorporated into this Agreement by reference, such as the Company Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement.

3.2 CONFLICTS OF INTEREST ASSOCIATED WITH ALL OFFERINGS

3.2.1 General

The Gee funding platform includes Offerings facilitated third party issuers. Each of these parties has divergent interests and duties or responsibilities with respect to “Members” (which, as defined herein, includes members/investors in venture funds and limited and general partner investors in venture partnerships, as applicable, or investors in Regulations Crowdfunding Offerings) that invest in the Offerings they sponsor. Gee Funding, Inc., and Gee funding 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 Company or fund or partnership in which you invest.

3.2.2 Members in Different Offerings May Invest in the Same Company

A Company may engage in a Fundraising (as defined below) on the Gee Funding platform with respect to Reg Crowdfunding. A conflict of interest may arise when Gee Funding, Inc., Advisor determines to sponsor a Reg D Offering with respect to a Company that has engaged in, is currently engaged in, or will in the future engage in a Reg Crowdfunding Offering on the Site. In this event, Gee funding Advisor will negotiate the terms of the investment in the Company by the venture fund or venture partnership, and in doing so it will not take into account the interests of Members that have or may invest in the Company through other Offerings, and the interests of the venture fund or venture partnership, on the one hand, and the interests of Members that have or may invest in the Company through other Offerings, on the other, may be opposed. Further, in the event of a bankruptcy of a Company, Gee Funding Advisor will act in the interests of the venture fund or venture partnership only and without regard to any Members that may have invested in the Company through the Site in another Offering.

3.2.3 Different Fee Structures Associated with Different Offerings

Gee Funding Portal will devote the time reasonably required to facilitate their respective Offerings. However, because different fees may be charged, 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 or better carried interest.

3.3 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:

3.3.1 Significant Risk of Loss; Not a Complete Investment Program

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

3.3.2 Companies Are Early Stage Venture Companies with High Risk of Failure

Companies are usually 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.

3.3.3 Lack of Operational Record

Each Company will typically have limited or no operational record.

3.3.4 Limitation on Liability; Indemnification

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

3.4 PRIVACY

Gee Funding maintains a Privacy Policy, which is available on our website and incorporated into this Agreement.

3.5 USE OF NAME

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

3.6 ELECTRONIC COMMUNICATIONS

Gee Funding 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.

4 AGREEMENTS WITH RESPECT TO REG CROWDFUNDING OFFERINGS

4.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that, while Gee Funding 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 Gee Funding 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 Company ("Company Securities"), and that neither Gee Funding Portal nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Company.

You represent that you have, or you will review the educational materials provided to you on the Gee Funding Portal portion of the Site prior to making each investment in a Reg Crowdfunding Offering.

4.2 INVESTOR REPRESENTATIONS

You represent and warrant to Gee Funding Portal that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Gee Funding Portal 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 Company. 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 Companies through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Companies listed on the Site. You acknowledge that Companies in which you invest may rely, and that Gee Funding Portal, Companies, and their principals, affiliates, and other parties may rely, on the information you have provided to Gee Funding Portal in your Investor Certification to determine if you are eligible to invest in Companies. You represent that you have read and understand the risks contained in the Company Information.

4.3 CHOOSING AND MAKING INVESTMENTS

4.3.1 Services of Gee Funding Portal with Respect to Reg Crowdfunding Offerings

Gee Funding Portal operates the portions of the Site that present Reg Crowdfunding Offerings by Companies. Members are not clients of Gee Funding Portal. Although Gee Funding Portal evaluates potential Companies and determines which Companies 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 Company or a recommendation that Members invest in any Company and does not establish an advisory relationship between you and Gee Funding Portal.

For all Companies listed on the Gee Funding Portal, Gee Funding performs a limited review of the information provided by each Company to determine whether it is appropriate for inclusion on the platform (including, among other things, to determine whether Gee Funding Portal has a reasonable basis for believing that the Company complies with Regulation Crowdfunding). The information reviewed includes all information in the Company’s profile and in its Form C. This review is not intended to verify any information provided by the Companies regarding their operations, assess the likelihood that a Company will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Gee funding Portal does not perform any separate due diligence on the Companies.

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

You also acknowledge that Gee Funding Portal advise Members on the merits of an 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 Gee Funding Portal, or affiliates to buy or sell any securities or other financial instruments. Gee Funding Portal 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 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 Company Securities

In Reg Crowdfunding Offerings, Gee Funding Portal provides Companies an opportunity to raise funds by allowing Members to invest directly in Companies seeking capital from both accredited and non-accredited investors. Companies 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 Company Securities, which will be debt or equity securities issued by the Company. The terms of the Company Securities purchased in Reg Crowdfunding Offerings will vary depending on the type of security offered by a Company. Investors should carefully consider the terms of the Company 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 Company will be set forth in the Company Information and will be governed by the investment contract between you and the Company. The Company 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 made your investment payment online through Gee Funding Portal third-party integrated payment processing gateway. 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 Company may not be processed. To the extent the number of investors in a Company is capped by the Company, 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 Company Securities may only be processed if a predetermined Funding Target is reached in a Reg Crowdfunding Offering by the deadline set forth in the Company Information ("Target Deadline") provided on the Site. Funds designated for investment in a Company will not be invested in the Company 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 14 days of the termination of the Fundraising. If the Funding Target is reached prior to the Target Deadline and the Company desires to move the Target Deadline up, Gee Funding Portal will provide you with at least five business days’ notice of such change. Otherwise, Gee Funding Portal will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Company may also decide to accept investments that exceed the Funding Target. In this case, the Company 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 Gee Funding Portal when a Company for which you have submitted an investment contract has closed, and whether your investment in the Company will be processed.

You may revoke your investment in a Company during the Fundraising by providing notice to Gee funding Portal 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 Company can be processed. Gee Funding does not 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 Company 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 more than the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Company.

4.3.4Aggregate 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 Gee Funding Portal and provide for indemnification in certain circumstances. You acknowledge that Gee Funding Portal, 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 Company or other third party or developed in reliance on information provided by a Company. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Gee Funding Portal. You acknowledge that the information regarding Companies presented on our platform are provided by the Companies raising funds and not by Gee Funding Portal. You acknowledge that none of Gee Funding Portal, managers, or employees approves or reviews information prepared or supplied by a Company or otherwise undertakes any due diligence with respect to a Company and shall not be liable with respect to the past, present, or future performance or non-performance by a Company 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

Gee Funding, Inc., will charge a fee to each Insurer that fundraise a (Reg Crowdfunding Offerings) funds in Gee Funding platform, these fees are charged in percentage per the funding campaign Offering closes.

4.3.7 Subscribing for Company Securities

The Company 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. Companies will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $100 or more, 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. If your annual income or net worth is less than $107,000, you may only invest a maximum amount equal to the greater of $2,200 or 5 percent of the lesser of your annual income or your net worth. If both your annual income and net worth is equal to more than $107,000, 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 $107,000 through all Regulation Crowdfunding offerings.

Further, you understand and agree that Gee funding 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.

4.4 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 Company. You should also carefully consider the following risks prior to investing in a Company:

4.4.1 General

An investment in a Company 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 Company is not intended as a complete investment program. Companies 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

Gee Funding Portal does not guarantee the future performance or financial results of any Company, and an investment in a Company may result in a gain or loss upon termination or liquidation of your investment.

4.4.3Restrictions on Resale or Transfer

The Company 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. Company 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 Company 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 Company 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 can sell or transfer your Company Securities, there is a limited market for the sale of a Company Securities, and there is no guarantee that a market will develop in the future for the Company Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Company.

4.4.4 No Control Over Management of the Companies

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

4.4.5 No Control Over Company Future Valuation

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

4.4.6 Limited Information About Companies

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

4.4.7 No Assurance of Profit

An investment in Company Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Company’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Gee Funding 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.

4.4.8 Direct Investment in Companies in Reg Crowdfunding Offerings

In Reg Crowdfunding Offerings, Members will invest directly in the securities of Companies. The Company will not be managed by Gee funding, Inc., and or Gee Funding platform or any of its
affiliates in any respect. The terms of any investment in a Company effected through a Reg Crowdfunding Offering will be set by the Company, and to the extent any negotiation occurs, it will be solely between a Member and the Company.

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

Gee Funding, Inc., is registered as funding portals with the SEC and pending members of the Financial Industry Regulatory Authority ("FINRA"). As such, Gee Funding Portal must submit certain information and materials to FINRA and the SEC and are subject to examination by FINRA and the SEC. In addition, Companies 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 Gee Funding Portal. No Indicator of Likely Success of Company or Guarantee of Investment Returns

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

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

An investment in a Company 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 Company 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 Company May Not Be Disclosed by the Company.

Each Company will disclose in the Company Information the risks associated with an investment in the Company. 

YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP SECURITIES.

4.4.14 Entire Agreement; Severability

This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof.

If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

4.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

4.5.1 General

Gee Funding Portal will facilitate Reg Crowdfunding Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses. Certain inherent conflicts of interest arise from the activities of Gee Funding 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 Company.

5. MANDATORY ARBITRATION

5.1 ARBITRATION DISCLOSURES

THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

(A) ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.

(B) ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.

(C) THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.

(D) THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE.

(E) THE PANEL OF ARBITRATORS MAY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

(F) THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS
INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.

(G) THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (I) THE CLASS CERTIFICATION IS DENIED; OR (II) THE CLASS IS DECERTIFIED; OR (III) THE INVESTOR IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

5.2 ARBITRATION AGREEMENT

AGREEMENT TO ARBITRATE CONTROVERSIES.  IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR BUSINESS OR THIS AGREEMENT IN ANY WAY WHATSOEVER, INCLUDING ANY CLAIMS OR ALLEGATIONS YOU MAY MAKE REGARDING MISREPRESENTATIONS OR ALLEGED FRAUD OF ANY SORT OR KIND OR ANY CLAIMS OR ALLEGATIONS THAT YOU WERE WRONGFULLY OR TORTIOUSLY INDUCED INTO THIS SUBSCRIPTION AGREEMENT OR ARBITRATION AGREEMENT SHALL BE SUBMITTED TO ARBITRATION CONDUCTED BEFORE THE AMERICAN ARBITRATION ASSOCIATION IN DALLAS, TEXAS, AND IN ACCORDANCE WITH ITS RULES. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE. PRIOR TO INITIATING ARBITRATION, THE INITIATING PARTY MUST NOTIFY THE NON-INITIATING PARTY THAT IT PLANS TO INITIATE ARBITRATION AND BOTH MUST SUBMIT TO A NON-BINDING MEDIATION TO BE LOCATED IN DALLAS, TEXAS, WITHIN 60 DAYS OF SUCH NOTIFICATION, UNLESS BOTH PARTIES MUTUALLY AGREE IN WRITING TO FOREGO MEDIATION; OTHERWISE, SUCH MEDIATION SHALL BE REQUIRED. FILING FOR ANY LEGAL ACTION REGARDING THE CONTROVERSY BETWEEN US OR ARISING OUT OF YOUR BUSINESS OR THIS AGREEMENT IN ANY WAY, NO MATTER THE CLAIMS OR ALLEGATIONS YOU MAKE, EVEN IF REGARDING ANY KIND OR SORT OF MISREPRESENTATION, FRAUD, OR INDUCEMENT INTO THIS SUBSCRIPTION AGREEMENT OR ARBITRATION AGREEMENT, SHALL BE CONSIDERED A BREACH OF THIS AGREEMENT, WHICH SHALL ALLOW THE NON-BREACHING PARTY TO RECOVER ITS ATTORNEY FEES AND COSTS INCURRED IN DEFENDING THE LEGAL ACTION AND IN COMPELLING THIS MATTER TO MEDIATION AND/OR ARBITRATION.