Investor Terms

Version 1.0
Last revised on: November 16, 2021

This Investor Supplement to the Website Terms of Service (“Investor Terms”) constitute an agreement between you (the “Investor” as defined in the Party Round Terms of Use which can be found here) and Party Round, Inc. (“Party Round,” “Company,” “us,” “our,” and “we”). This agreement supplements both the Website Terms of Service and the Privacy Policy which are incorporated by reference in its entirety. The Privacy Policy can be found here. Your creation of an Investor Profile constitutes your agreement to these Investor Terms. You agree and acknowledge that Party Round has sole discretion regarding acceptance of your application to become an Investor.

1. Creating a Profile. Prospective investors who have been invited by a Founder must create an Investor Profile in order to use the Fundraising Services and invest in certain Rounds. Investors must provide their social security number and residential address in order to complete their profile. You acknowledge and agree that Party Round may delete your Investor Profile at any time. You may also choose to upload a profile picture that will be linked to your Investor Profile.

2. Investor Education; Representations.

a) You acknowledge and understand the risk of investing in early-stage companies, including the high likelihood of loss and long period of illiquidity. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site. You also acknowledge that your interaction with any Round accessed through our App is at your own risk. Party Round does not bear any responsibility should anything go wrong with your investment. The display on our App of an investment offer does not—in any way—imply, suggest, or constitute a recommendation by Party Round of that investment offer, or any sponsorship or approval of Party Round, or any affiliation between such investment and Party Round.

b) You make the following representation:

i) That you have sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of any investment opportunity shared with you by a Founder; ii) That you will not copy or distribute content except as specifically allowed in the Party Round Terms of Use; iii) That you will only invest in a Round offered through the Site after carefully reviewing and assessing the terms of the investment, including the related private placement memorandum, subscription agreement and organizational documents as well as any information provided through the Site; iv) That you will use your own judgment or seek the assistance of a financial and/or tax advisor before making any decision to invest or to accept an investment involving what is to you a material amount of money; v) That you will be solely responsible for complying with applicable law regarding any transaction, including without limitation whether any investment complies with the terms of local law (whether the law of a U.S. state or of any foreign government with jurisdiction over you or any investor); vi) That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, financial, accounting, and other advice; vii) That you are not relying on Party Round to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any content or communications posted via the Fundraising Services or endorse any opinions expressed via the Fundraising Services; viii) That you understand that by using the Fundraising Services, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against Party Round for any such material; and ix) That you understand that any other content you find on or through Party Round is the sole responsibility of the person who originated such content.

3. Investor Profile. You are responsible for keeping your account log in and password details secret. By providing us with your e-mail address and phone number, you agree to receive all notices from us electronically. You must update your Investor Profile if you change your e-mail address or your phone number. If you lose your login or password, or you believe someone has accessed your Investor Profile without your permission, notify us immediately at support@partyround.com.

4. Using the Fundraising Services. Your right to access and use the Fundraising Services is personal to you, and you may not allow anyone else to access your Investor Profile. You may only use the Fundraising Services for awful purposes. For the Fundraising Services to function effectively, you must provide true, accurate, current and complete information about your bank accounts. You also represent to us that you are the legal owner of each of the bank accounts that you connect to your Investor Profile.

5. No Recommendations. We do not recommend any startups for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by startups on the Site or in our emails. In particular, we do not act as an investment adviser to any Investor(s) and no part of this Site is intended to constitute investment advice.

6. No Endorsements. Party Round does not control or endorse the content or information found in the Fundraising Services or external websites that may be linked to or from the Site and, therefore, Party Round specifically disclaims any responsibility with regard thereto.

7. Payment Methods. We accept payments for investments and associated bank fees via Automated Clearing House (“ACH”) debit and wire transfers from your preferred bank account (“Payment Method”). By creating an Investor Profile and linking your Payment Method, you authorize us to charge your Payment Method to pay for your investments and any associated bank fees.

8. Connected Bank Accounts.

a) When you connect your bank accounts (“Connected Account”) to your Investor Profile, you will authorize one of our third-party service providers (“Service Providers”), such as Plaid, to use your credentials to retrieve account statement information (“Connected Account Data”). For your security, we never see or store your bank account or bank account login information. You hereby grant us and our Service Providers a limited power of attorney, and you hereby appoint us and our Service Providers as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access connected bank accounts and documents, retrieve Connected Account Data, and use your Connected Account Data with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, to the same extent and for the same purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR ONE OF OUR SERVICE PROVIDERS ACCESSES AND RETRIEVES CONNECTED ACCOUNT DATA, WE AND OUR SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF, OR ON BEHALF OF THE CONNECTED BANK ACCOUNT PROVIDER.

b) Party Round is not responsible for the products and services provided to you by any Connected Account provider, or for the timeliness, accuracy, deletion, non-delivery or failure to store any account data, communications, personalization settings, or other information provided to us. For example, when displayed through the App, Connected Account Data is only as fresh as the time shown, which reflects when the information is obtained from the Connected Account. Such information may be more up to date when obtained directly from the Connected Account provider. We do not review or verify any Connected Account Data we receive, and we are not responsible for any losses, damages, or costs you incur due to any inaccuracies in Connected Account Data. We also may not be able to foresee or prevent technical difficulties that result in failure to obtain, or for loss of Connected Account Data, your personalization settings or other service interruptions.

9. Your Authorization for ACH Debits and Credits

You authorize us to electronically debit and credit your Payment Method via ACH (when and as applicable) to:

  • Pay any associated ACH or wire transfer fees imposed by us or your Connected Account provider;
  • Correct erroneous debits and credits or make refunds to your Payment Method; and
  • Make payments to a Party Round Founder in relation to an investment round.

You also agree:

  • to cooperate with us to correct any payment errors;
  • to repay us for any amounts credited to your Payment Method that exceed the amount you are owed in connection with a credit, refund or other payment;
  • that we may reverse, withdraw or cancel any payment that provided you with excess funds in error, or that we made to you based on fraudulent or false information that you provided us;
  • that we may automatically initiate a new payment from your Payment Method in the amount of the error plus the amount of any expenses we incur to recover such overpayment, including the amount of your obligations, if any, under the “Indemnity” provision in Section 6 of the Party Round Terms of Use.

Payment Errors

If you think any of the payments in your Investor Profile are incorrect or if you need more information about a payment shown in your Investor Profile, email us at support@partyround.com, as soon as possible. We must hear from you no later than 90 days after the date on which the problem or error appeared on our App.

  • Tell us your name and email address.
  • Describe the error or the payment you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
  • Tell us the dollar amount of the suspected error.

Unauthorized Payments

Please contact us immediately by emailing us at support@partyround.com as soon as possible if:

  • YOU BELIEVE THAT YOUR PASSWORD HAS BEEN STOLEN.
  • THE MOBILE DEVICE THAT YOU USED TO REGISTER FOR AN INVESTOR PROFILE HAS BEEN LOST OR STOLEN. (FOR YOUR PROTECTION, WE RECOMMEND THAT YOU MAKE SURE YOU HAVE ENABLED A PASSWORD, FINGERPRINT OR FACIAL RECOGNITION ON YOUR MOBILE DEVICE.)
  • YOU BELIEVE THAT A PAYMENT HAS BEEN MADE FROM YOUR PAYMENT METHOD WITHOUT YOUR PERMISSION.
  • AN UNAUTHORIZED PERSON HAS DISCOVERED YOUR INVESTOR PROFILE PASSWORD AND MAY TRANSFER MONEY FROM YOUR CONNECTED ACCOUNT WITHOUT YOUR PERMISSION.
  • YOU NEED MORE INFORMATION ABOUT A PAYMENT USING PARTY ROUND.

IF YOU BELIEVE THAT SOMEONE USED THE INFORMATION IN YOUR INVESTOR PROFILE TO MAKE AN UNAUTHORIZED WITHDRAWAL FROM YOUR CONNECTED ACCOUNT, OR IF YOUR INVESTOR PROFILE RECORDS CONTAIN A PAYMENT ERROR, CONTACT YOUR BANK IN ADDITION TO US. FAILURE TO NOTIFY YOUR BANK DIRECTLY AND PROMPTLY MIGHT LIMIT YOUR RIGHTS UNDER YOUR ACCOUNT AGREEMENT AND APPLICABLE LAW.

10. NFT Promotion. Party Round may, at its sole discretion and subject to separate terms and conditions, offer non-fungible tokens (“NFT”) to eligible Investors as part of a promotion. The NFT will be tied to a particular investment round and airdropped to a custodial wallet controlled by Party Round.

11. Indemnification. You are promising to hold the Party Round harmless against any damage that may happen to us as a result of your use of Party Round. You hereby release any claims you may have against Party Round that are in any way related to the Fundraising Services, including any representations, recommendations or referrals you may receive as a result of your registration with Party Round. You are solely responsible for your use of the Fundraising Services.

12. Termination. Subject to Section 12 of the Party Round Terms of Use, the Investor Terms will remain in full force and effect while your Investor Profile is active.

13. Additional Information. If you have any questions regarding any potential investment opportunities, we encourage you to review the following publicly available resources:

a) U.S. Securities and Exchange Commission (information for small businesses): https://www.sec.gov/smallbusiness

b) North American Securities Administrators Association (information for securities issuers): https://www.nasaa.org/industry-resources/securities-issuers

c) Investor.gov: https://www.investor.gov