Terms and condition for Entrepreneurs:

I agree to be bound by these terms and conditions for my Entrepreneur Membership. It is my intention to list my company on OurExchange and to receive assistance in my fund raising efforts. I understand I must select a Seat Holder to assist me at all times and only my Seat Holder may upload my compulsory compliance offering documents.

I understand that a deduction of six percent (6%) from the proceeds of my fundraising efforts on OurExchange ("Transaction Fee") shall be used to pay for interchange fees, credit card clearing, wire transfer and direct bank and/or financial institution transfers fees. I also agree that from such Transaction Fee, once all interchange fees, credit card clearing, wire transfer and direct bank and/or financial institution transfers fees have been deducted, OurExchange may pay or cause to be paid on my behalf, on third (1/3) of any remaining balance to my Seat Holder as Entrepreneur Advisor, plus an additional one third (1/3) of any remaining balance to the collective Seat Holders as the Investor’s Advisors, when or where such payments are legally available to Seat Holders, pursuant to regulation and licensure. The remaining balance of such Transaction Fee shall be retained by OurExchange to pay for platform operations, server maintenance and site administration for my use during the period my company is hosted on the OurExchange platform, as well as to pay other related and unrelated platform costs, expenses and/or distribution.

Background: On July 10, 2013, the SEC adopted bad actor disqualification provisions for Rule 506 of Regulation D under the Securities Act of 1933, to implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The disqualification and related disclosure provisions appear as paragraphs (d) and (e) of Rule 506 of Regulation D. By creating a Entrepreneur Account and confirming my Entrepreneur Profile, I understand I will be assigned a “Seat Holder” who is a Financial Professional and Member of OurExchange LLC. My Seat Holder is essential in assist me in generating my SEC compliant Private Placement Offering and listing on OurExchange.

I make full representation as to my legal status to participate in such a Private Placement Offering. The SEC refers to qualified participants as “Covered Persons” and/or “Issuers” who seek to raise capital pursuant to Rule 506 of Regulation D under the Securities Act of 1933 and further have such Private Placement Securities offered to Accredit Investors in Private Placement offerings. Understanding the categories of persons that are covered by Rule 506(d) is important because Issuers are required to conduct a factual inquiry to determine whether any Covered Persons have had a “Disqualifying Event”, and the existence of such an event will either disqualify the offering from reliance on Rule 506 or shall be disclosed to the OurExchange requiring additional approval and/or disclosures to investors (Investors).

“Covered Persons” include:

  • the issuer, including its predecessors and affiliated issuers
  • directors, general partners, and managing members of the issuer
  • executive officers of the issuer, and other officers of the issuers that participate in the offering
  • 20 percent beneficial owners of the issuer, calculated on the basis of total voting power
  • promoters connected to the issuer
  • for pooled investment fund issuers, the fund’s investment manager and its principals
  • persons compensated for soliciting investors, including their directors, general partners and managing members “Disqualifying Events”, Under the SEC final rule include:
    1. Certain criminal convictions in connection with, the purchase or sale of a security, making a false filing with the SEC, the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.
    2. Certain court injunctions and restraining orders in connection with the purchase or sale of a security, making a false filing with the SEC, the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.
  • Final orders of certain state and federal regulators of securities, insurance, banking, savings associations or credit unions; federal banking agencies; the Commodity Futures Trading Commission and the National Credit Union Administration.
  • Certain SEC disciplinary orders triggered by Commission disciplinary orders relating to brokers, dealers, municipal securities dealers, investment companies, and investment advisers and their associated persons under Section 15(b) or 15B(c) of the Securities Exchange Act, or Section 203(e) or (f) of the Investment Advisers Act that suspend or revoke the person’s registration as a broker, dealer, municipal securities dealer or investment adviser; place limitations on the person’s activities, functions or operations; bar the person from being associated with any entity or from participating in the offering of any penny stock. Disqualification continues only for as long as some act is prohibited or required to be performed pursuant to the order. As a result, censures and orders to pay civil money penalties, assuming the penalties are paid in accordance with the order, are not disqualifying, and a disqualification based on a suspension or limitation of activities expires when the suspension or limitation expires.
  • Certain SEC cease-and-desist orders from violations and future violations of the scienter-based anti-fraud provisions of the federal securities laws, including, for example: Section 17(a)(1) of the Securities Act; Section 10(b) of the Securities Exchange Act and Rule 10b-5; Section 15(c)(1) of the Securities Exchange Act; Section 206(1) of the Investment Advisers Act; Section 5 of the Securities Act. Disqualification applies to cease-and-desist orders that were issued within five years before the proposed sale of securities and remain in effect.
  • SEC stop orders and orders suspending the Regulation A exemption offering statement that was the subject of a Commission refusal order, stop order or order suspending the Regulation A exemption within the last five years, or is the subject of a pending proceeding to determine whether such an order should be issued. Similarly, an offering is disqualified if any covered person (as an underwriter of the securities proposed to be issued) was, or was named as, an underwriter of securities under a registration statement or Regulation A offering statement that was the subject of a Commission refusal order, stop order or order suspending the Regulation A exemption within the last five years, or is the subject of a pending proceeding to determine whether such an order should be issued.
  • Suspension or expulsion from membership in a self-regulatory organization (SRO), such as FINRA, or from association with an SRO member
  • U.S. Postal Service false representation orders
  • Many disqualifying events include a look-back period (for example, a court injunction that was issued within the last five years or a regulatory order that was issued within the last ten years). The look-back period is measured from the date of the disqualifying event—in the example, the issuance of the injunction or regulatory order—and not the date of the underlying conduct that led to the disqualifying event.

For further assistance the different categories of disqualifying events please visit the SEC “Small Entity Compliance Guide”

By clicking "I accept the above terms and conditions" box and continuing on to the next page, I agree with the following:

I confirm my forgoing qualification as a “Cover Person” with my company and affirm I have no Disqualify Events which would prevent me from participating in a Private Placement Offering and that my information posted in my Entrepreneur Profile will be true and accurate as of the confirmation date hereof. If in any respect such qualification of my Cover Person status, shall not be true and accurate at any point in the future, I agree to give immediate notice of such fact to OurExchange.com. I further agree that my qualification will be confirmed by a representative of OurExchange.com, using its own independent verification process and that this verification may be required to be re-confirmed every 90 days and also prior to consummation of a Subscription Agreement, for a Private Placement Offering listed on OurExchange.com. I represent, warrant and agree that the act of “Clicking” this these terms and conditions (i) is an agreement to transmit my confirmation along with my IP Address and the information contained herein by electronic means, (ii) is a confirmation that represents my electronic signature on this Accredited Investor qualification confirmation, and (iii) the confirmations contained herein is true and correct in all respects as of the date I electronically transmit these terms and conditions.

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