Terms of Use

All viewers and registered users, whether on their own behalf or on behalf of an entity (“you”) of the Sprout Equity website, platform and services (the “Platform”) are deemed to have read and agreed to the following terms and conditions (“Terms of Use”), as well as the Sprout Equity Privacy Policy (collectively, the “Agreement”). The Agreement governs your use of the Platform and Sprout Equity reserves the right to update the Agreement terms at any time and you are advised to review the Agreement for any changes even if you have not received a notification of changes as you are bound by them even if you have not reviewed them. If at any time you do not want to be bound by the Agreement you should exit this website immediately. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Sprout Equity does not undertake any obligation or responsibility to update or amend any such information. You agree that Sprout Equity and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

You acknowledge that Sprout Equity LLC. (“Sprout Equity,” “us,” “our” or “we”) not a registered broker-dealer, FINANCIAL advisor or funding portal and DOES NOT engage in any conduct that would require such registration. SPROUT EQUITY does not PROVIDE INVESTMENT ADVICE OR MAKE RECOMMENDATIONS. The Site is an intermediary technology platform (“Site” or “Platform”) that showcases security offerings that allows prospective investors to independently search and invest in on the Site. You become a Sprout Equity user (“User”) by using or accessing the Site, website, software and applications provided through or in connection with the Site, including through a mobile device (the “Service”) in any manner.

These Terms of Use and Privacy Policy will continue to apply to you even after you have agreed to a Platform Agreement. However, if it turns out that there is a conflict between the Terms of Use and Privacy Policy and a Platform Agreement to which you have agreed, the Platform Agreement will take precedence.

Eligibility for Use of the Services

The Service is only available to individuals who are at least eighteen (18) years old and are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete. If you are accessing the Site and/or using the Services on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms of Use.

User Profile Registration

You may access the Site generally and/or browse generally without registering with the Site. Sprout Equity reserves the right in its sole discretion to refuse registration of or cancel a User Name, and domain name. You agree that your Profile will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Profile. Although the Site may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any offering posted on the Site. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Services does not create such a relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the investment opportunities posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations.

Qualified Purchasers

By registering with the Platform for purposes of subscribing to securities offerings as a non-accredited investor, you represent and warrant that your investment in any Reg A+ offering posted on this site shall not exceed the greater of 10% of your annual income or 10% of your net worth (excluding the value of your primary residence).


Federal securities law requires securities sold in the United States to be registered with the U.S. Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption. The securities offered on the Site for U.S. investments have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption promulgated under Regulation A, as amended by Title IV of the Jumpstart Our Business Startups Act, known as “Reg A+”. In a Reg A+ offering, Issuers may advertise or market their offerings via “testing the waters” communications to the general public, or pay third parties to do so, subject to certain conditions. Each Issuer is solely responsible for ensuring that its securities offering, including without limitation the use of the Site to offer and sell securities, the determination of whether an investor is an Accredited Investor and whether any investment complies with applicable state and Federal securities laws, rules and regulations. Notwithstanding the foregoing, each Issuer is responsible for ensuring that any information it posts on the Site is complete, accurate and not otherwise misleading. Users of the Site acknowledge that Sprout Equity is not liable to and will not verify or investigate the accuracy and completeness of the offering material and other information posted on the Site. Users understand, acknowledge and agree that other parties are relying on the statements made herein and that any willfully false statement is sufficient cause for removal from the Site, rejection of eligible investor status, along with other legal causes of action. All Issuers utilizing the Platform hereby agree that they (and not the Site) are responsible for determining and verifying whether a User is an Accredited Investor or Qualified Purchaser prior to accepting subscriptions. You are strongly encouraged to contact each Issuer directly to discuss any questions regarding an offering or the business prospects of the Issuer.

Investment overviews on the Site contain summaries of the purpose and principal terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained on the Site and in the offering materials have been prepared by the respective Issuer without reference to any particular User’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.

Sprout Equity shall have the right but not the obligation to remove, cancel or reject the posting of any securities offerings. Failure to remove, cancel or reject securities offerings suspected of violating the securities laws does not constitute an endorsement or approval of said securities offerings by Sprout Equity. The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.

Forward Looking Statements Disclaimer

The material in this website has been prepared by Listing Companies on the Sprout Equity Marketplace and is general background information about Listing Companies’ activities and Investment Opportunities. The material is current at the date of viewing this Website. The information is given in summary form and does not purport to be complete. Information in this website, including forecast financial information, should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities or other financial products or instruments and does not take into account your particular investment objectives, financial situation or needs. Before acting on any information you should consider the appropriateness of the information having regard to these matters, any relevant offer document and in particular, you should seek independent financial advice. All securities and financial products or instrument transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments, illiquidity and, in international transactions, currency risk.

This Website may contain forward looking statements including statements regarding Listing Companies’ intent, belief or current expectations with respect to the Listing Companies’ respective businesses and operations, market conditions, results of operation and financial condition, capital adequacy, specific provisions and risk management practices. Readers are cautioned not to place undue reliance on these forward looking statements. Sprout Equity does not undertake any obligation to publicly release the result of any revisions to these forward looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events. While due care has been used in the preparation of forecast information, actual results may vary in a materially positive or negative manner. Forecasts and hypothetical examples are subject to uncertainty and contingencies outside Listing Companies’ control. Past performance is not a reliable indication of future performance.

Securities Products

High risks are associated with securities offered on the Site and are only suitable for prospective investors who are familiar with and willing to accept these risks, including the risk of complete loss of your investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Reg A+ under Title IV of the JOBS Act. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. Users must read each Issuer’s offering memorandum and transaction documents for more information and discuss any questions with each Issuer directly prior to investing. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and Issuers on the Site in connection with an offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an Issuer in selling the securities might not be available and substantial liability to such Issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.

Intellectual Property Rights

This Website, as well as the design of, content, text, and “look and feel,” including, but not limited to real-time and other information, photographs, images, audio and video and graphics contained on, available on or through the Website (“Materials”) are protected by copyright, trademark, service mark, patent, trade secret or other proprietary rights and laws of the United States and other countries. Unauthorized use of this Website and the Materials, including, but not limited to copying (e.g., screenshots) and/or reproducing (e.g., publishing on another website) any of the Materials, is prohibited. Sprout Equity will enforce its intellectual property rights, including applicable copyright, trademark, patent, trade secret or other intellectual property laws or other laws against infringers. The copyrights, trademarks, service marks, trade secrets and other Materials are registered and/or common law copyrights, trademarks, service marks, trade secrets and proprietary material of Sprout Equity and various third parties. Nothing on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Materials without the express written consent of Sprout Equity or such other party as may own the proprietary rights, which consent may be withheld, delayed or conditioned in Sprout Equity’s sole and absolute discretion.


You agree that Sprout Equity may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Profile. You agree to notify us of any changes in your address or contact details. Sprout Equity may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of an electronic version of documents fully satisfies any requirement that such documents be provided you be provided to me in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means.

You agree that any information that you transmit to the Site or Sprout Equity in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by Sprout Equity or its affiliates for any purpose. Sprout Equity is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site of the Sprout Equity for any purpose.

Disclaimer of Liability

Sprout Equity is strictly a marketing service for Issuers making offers of securities under Regulation A and is not an investment adviser, broker-dealer, or crowdfunding portal. Sprout Equity is under no obligation to, and has not conducted a due diligence review of the Issuer. Sprout Equity’s decision to allow an Issuer to utilize its platform for marketing of the Issuer’s offering of securities should not be considered an endorsement of the Issuer by Sprout Equity. Investors should undertake their own review of the Issuer’s operations to assess the viability of the business plan, strength of the Issuer’s technology, and any other factors material to the Issuer. Sprout Equity has not undertaken any such review for investors, and investors agree to hold Sprout Equity harmless for any untrue statement of a material fact or omission of material fact required to be stated by the Issuer.

Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall Sprout Equity, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchant ability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

Sprout Equity assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above).

Although Sprout Equity may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, Sprout Equity is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. Sprout Equity reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.

Third-Party Sites

The Site may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Sprout Equity of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Sprout Equity be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Sprout Equity shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.

Your access and use of the Third-Party Sites are governed by the Terms of Use and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms of Use and the Privacy Policies of any Third Party Services from which you access through our Site.

U.S. Jurisdiction

If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Sprout Equity makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the content on the Site is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.

The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.

This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.

Governing Law

These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of Texas applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. In the event, any person or entity makes a claim or files a complaint initiating an action based on a dispute arising out of use of this Site or information posted to this Site, it shall be subject to the exclusive jurisdiction and venue of the Texas state courts located in Travis County, and each of the parties hereby agrees to the personal and exclusive jurisdiction and venue of such courts. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Dispute Resolution

In the event of any claim, controversy or alleged dispute between you and Sprout Equity, its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.

In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Sprout Equity. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Sprout Equity, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Sprout Equity’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Texas, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Los Angeles, California. Each party hereby waives any claim that such venue is improper or inconvenient.


As a condition of using the Platform, you agree to indemnify Sprout Equity from and against any and all liabilities, expenses (including attorneys’ fees) and damages arising out of claims resulting from your use of the Platform, including without limitation any claims alleging facts that if true would constitute a breach by your of the Agreement, claims by third parties that the Content infringes any right of a third party and any claim that the Content you posted is inaccurate, false, misleading, out-of-date or incomplete.


Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. Sprout Equity shall have the right to assign its rights or delegate any of its responsibilities under these Terms of Use to an affiliate or in connection with a merger, consolidation or reorganization of Sprout Equity for the sale of substantially all of its assets. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

These Terms of Use contain the entire understanding between you and Sprout Equity relating to the Site and Sprout Equity’s services. These Terms of Use supersede any other Terms of Use or agreement regarding the Site and Sprout Equity’s services prior to the Effective Date below.

Effective Date

These Terms of Use were last updated on September 1, 2015

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