Plum Alley Investments Terms of Use

Welcome and thank you for engaging with Plum Alley!

Plum Alley is an investment platform where we offer private investment opportunities to Accredited Investors, as defined by SEC Regulation D Rule 501 (the “Investors”) in early stage companies (“Entrepreneurs”).

Plum Alley, the Site, and any other services we offer, are referred to herein as the “Services”. These Terms of Use (the “Terms of Use”) govern your access to and use of the Services, so please read them carefully.

What we do

Plum Alley offers individuals, families and institutions a private membership program that provides access to Plum Alley syndicates and ways to keep up with innovation and venture investing through our curated Inside View sessions on timely and relevant topics.

Plum Alley private membership program offers various levels of services including the following:

Acceptance of Terms of Use

By accessing and using the Services, as a member of Plum Alley or otherwise, you accept and acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use, and the terms and conditions of our Privacy Policy, located at https://plumalley.co/privacy, which are hereby incorporated by reference. Over time, and from time to time, we may revise these Terms of Use and the Privacy Policy. If we do, we will post the revised policies on our Site. Your continued use of the Services after any changes are posted constitutes your acceptance of the new Terms of Use.

These Terms of Use and Privacy Policy apply to all users of the Services, including, without limitation, Members, Investors, Founders and other users who are contributors of content, information, and other materials (collectively, “Users”).

Age Restriction

You must be at least 13 years of age to use the Services. Notwithstanding the foregoing, Plum Alley services are only available to Founders and Investors who are at least 18 years old. If you are an individual and you are an Investor, you represent and warrant that you are at least 18 years old, are an accredited investor and that all information you submit is accurate and truthful.

Participant Roles & General Guidelines

Plum Alley is an investment platform where Issuers can offer investment opportunities to Investors. Plum Alley will form and manage the investment vehicles for the investment opportunities offered by Issuers through Plum Alley. Each such investment vehicle (a “Plum Alley Syndicate Entity”) shall be governed by its own Operating Agreement. Plum Alley Investments shall invest in the Issuer on behalf of the Investor through such Plum Alley Syndicate Entities. Investors are required to fill out an Investor Questionnaire and execute the Operating Agreement, as well as a Subscription Agreement, to subscribe to purchase interests in a Plum Alley Syndicate Entity through Plum Alley Investments. If you are an Investor, the terms set forth in an Operating Agreement and Subscription Agreement that you are a party to are hereby incorporated by reference. To the extent there are any conflicts between the Terms of Use, on the one hand, and an Operating Agreement or a Subscription Agreement, on the other hand, the terms of such Operating Agreement or Subscription Agreement shall control.
  • Member: If you are a Member, Plum Alley gives you access to explore innovation and shape the future by investing in private companies led by women and gender diverse teams. We introduce you to a broader community of investors and innovators. We source and vet private investment opportunities and offer access to invest not widely available to the public.
  • Investor: If you are an Investor who wishes to make an investment In a Plum Alley Syndicate Entity on Plum Alley, you are bound by the following terms:
    • Investments discussed through the Services, if any, may not be suitable for all Investors. Users should make their own investment decisions based upon their own financial objectives and financial resources, and should obtain independent investment and tax advice before deciding to invest.
    • Investment opportunities offered by Plum Alley are only available to Investors who are Accredited Investors. If you use Plum Alley Investments as an Investor, you acknowledge and agree that (i) you are familiar with and willing to accept the high risk associated with private investments, (ii) securities sold through private placements are not publicly traded and, therefore, are less liquid, (iii) that as a result of your investment, you may receive restricted stock that may be subject to holding period requirements, (iv) that Issuers seeking private placement investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace, (v) investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments and (vi) you must be able to afford to lose your entire investment.
  • Entrepreneurs: If you use Plum Alley services as an Entrepreneur, you acknowledge and agree that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy will be profitable or equal any historical performance levels.

Things You Should Know About Participating in Plum Alley Investments

  • Member Registration/Setting Up An Account

    To join Plum Alley and access Plum Alley Services, you are required to register for an account (an “Account”) and provide current, accurate, identification and contact information. As a part of the investment process, Investors are asked to self certify whether they are an Accredited Investor. While anyone can create an Account, only Accredited Investors shall be permitted to participate in investment opportunities through Plum Alley.

    All information provided through the registration process needs to be accurate so that we can provide the Services to you and provide our other users with accurate information when applicable. You are responsible for maintaining the accuracy and completeness of this information and also for maintaining the confidentiality of your username and password (“Unique Identifier”). We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You are responsible for all activities that occur under your account, including activities of others to whom you have provided your username or password, and shall notify Plum Alley immediately of any unauthorized use of your account, unauthorized disclosure or distribution of your Unique Identifiers to any third party, or any other breach of security.

    We have a no solicitation policy. We ask that members do not solicit other members or founders for business.

  • Accredited Investor Questionnaire

    If you express interest in investing, you will be required to execute an “Accredited Investor Questionnaire” for each Plum Alley Syndicate investment.

  • No Investment or Financial Advice

    Users should note that no information made available through the Services should be construed as investment or financial advice. Plum Alley does not provide Users with investment or other advice, and no information or material available by Plum Alley (excluding information made available by Issuers through Plum Alley) to Users through the Services is to be relied upon for the purpose of making or communicating investment or other decisions. Plum Alley is neither a law firm nor an accounting firm, and no content or communication made available through the Services should be interpreted as legal, accounting, or tax advice. To the extent that past performance information is available through the Services, past performance is not indicative of future results, and no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. The information provided in connection with an investment opportunity is intended to summarize pertinent information for investors as the review materials to make their own investment decision. We express no opinion as to whether the information provided addresses all of the considerations an investor may want to take into account in making an investment decision.

    No material available through the Services shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of Plum Alley or any of its affiliated entities. No material available through the publicly available components of the Services shall be used or considered as an offer to sell or a solicitation of any offer to buy securities. Offers can only be made where lawful under, and in compliance with applicable law.

  • Forward Looking Statements

    The Services may contain certain “forward-looking statements,” which may be identified by the use of words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential,” and other similar terms. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition and results of operations. All are subject to various factors, including, but not limited to, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory, and technological factors affecting a company’s operations that could cause actual results to differ materially from projected results.

  • Payment and Billing

    Certain of our Services require the payment of a subscription fee, such as the purchase of a Plum Alley membership (the "Paid Services"). By subscribing to a Paid Service through the Site, you are agreeing to pay the amount charged to you by the applicable Service. The membership is an annual fee and will be auto renewed each year.

    We use third-party payment processors (each, a "Payment Processor") to process your credit card payment linked to the transactions on your Account for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to these Terms of Use. We are not responsible for errors by the Payment Processor. By choosing to use the Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right, but do not have an obligation, to correct any errors or mistakes that it makes even if it has already requested or received payment.

    The terms of your payment will be based on your Payment Method and may be determined by agreement between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Account upon demand.

    If the amount to be charged to your Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

  • Disclosing Information to Third Parties

    We will not share, rent, sell or otherwise disclose any personal information that we collect about you through our Website or Services, except in any of the following situations:

    • You request or authorize the release of your personal information.
    • We may disclose personal information to our third-party contractors and payment processors who perform services for us in connection with the Website or Services. We may also disclose personal information to service providers or suppliers if the disclosure will enable that party to perform necessary business, professional or technical support.
    • We may disclose personal information as part of a transfer of the assets or related interests.
    • We may disclose personal information to comply with the law, applicable regulations, governmental and quasi-governmental requests, court orders or subpoenas, or to enforce our Terms of Use or other agreements, or to protect our rights, property or safety or the rights, property or safety of our users or others.
    • We may also share aggregated or anonymous information that cannot identify you with third parties. For example, we may disclose the number of visitors to our Websites or the number of people who have downloaded a particular document.

Your Commitments to Plum Alley and the Other Participants

  • Content:

    You are solely responsible for any and all information, data, text, photographs, videos, audio clips, written posts and comments, graphics, messages or other materials that you post, publish or display (collectively, “Post”) or email or otherwise transmit for use via the Services.

    For the protection of all of our Users, you agree to not use the Services to email or otherwise transmit any content that:

    • infringes any intellectual property right or privacy or other right of any other person or entity or violates any law or contractual duty;
    • you know is false, misleading, untruthful or inaccurate;
    • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, obscene, vulgar, pornographic, offensive, or is otherwise inappropriate as determined by us in our sole discretion;
    • cconstitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
    • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
    • impersonates any person or entity, including any of our employees or representatives; or
    • includes anyone’s identification documents or sensitive financial information.
    • or, in the sole judgment of Plum Alley, restricts or inhibits any other person from using or enjoying the Services, or which may expose Plum Alley or its users to any harm or liability of any type.

For the protection of our Services and business, and so that we can continue to provide the Services, you agree not to:

  • interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
  • bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);
  • use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
  • harvest or scrape any content from the Services;
  • decompile, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application);
  • modify, translate, or otherwise create derivative works of any part of the Services.

You must comply with all applicable local, state, national and international laws and regulations and you also agree to provide accurate, up-to-date information.

  • Use of Users Personal Information:

    You agree not to use the personal information of other Users in any manner other than as expressly permitted herein.

  • Additional Requirements for Investors:

    If you are an Investor who wishes to make an investment in a Plum Alley Syndicate, you are also bound by the following terms:

    • Investments discussed through the Services, if any, may not be suitable for all Investors. Users should make their own investment decisions based upon their own financial objectives and financial resources, and should obtain independent investment and tax advice before deciding to invest.
    • Investment opportunities offered by Plum Alley are only available to Investors who are Accredited Investors. If you use Plum Alley Investments as an Investor, you acknowledge and agree that (i) you are familiar with and willing to accept the high risk associated with private investments, (ii) securities sold through private placements are not publicly traded and, therefore, are less liquid, (iii) that as a result of your investment, you may receive restricted stock that may be subject to holding period requirements, (iv) that Issuers seeking private placement investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace, (v) investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments and (vi) you must be able to afford to lose your entire investment.
    • You shall maintain the confidentiality of all information provided as such, and without obtaining the written consent of the other party, you shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); or (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities. Disclosure of any confidential information by the staff members hired by you shall be deemed disclosure of such confidential information by you.
    • You agree not to, either on your own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit business from Entrepreneurs introduced by Plum Alley.
    • Agree not to share confidential information regarding Plum Alley or Investment Opportunities with investors outside the Plum Alley membership or seek investment in the target company outside the PA Syndicate.

Other Rights That We Have

Things We Are Absolutely Not Obligated to Do

Term of Agreement and Termination

Disputes with Plum Alley

ARBITRATION, CLASS ACTION WAIVER, AND WAIVER OF JURY TRIAL - IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules and if within such court's jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms of Use to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.

Indemnification:

You shall defend, indemnify, and hold harmless Plum Alley, its syndicates, subsidiaries and affiliates, and each of their respective officers, directors, employees, advisers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Use, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity.

Disclaimers; Limitations; Limitation of Liability; Release

Copyright Policy - Intellectual Property Rights

We respect the intellectual property of others and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please review our DMCA Copyright Policy.

Miscellaneous

Contact:

You may contact us at info@plumalley.co or the following address: Plum Alley, Rise New York, 43 W. 23rd Street, New York, New York 10010, USA.

Last updated: 5/20/20