FundersMart TOS
Terms of Service

The emissions and trading platform FundersMart is a Capital Marketplace for entrepreneurs and investors. Startups and fast growing companies with capital needs for growth will find open-minded investors with the necessary understanding of the risks involved when investing in early stage companies. The FundresMart Capital Marketplace is restricted to be used by startups and fast growing companies, represented by their respective executives or legal representatives and by accredited investors in Switzerland and the US, and other investors that are allowed to buy securities from non publicly traded companies by their respective legal system. In addition, lawyers, accountants and auditors from issuing companies gain access to the platform if they perform activities ordered by the issuing companies.

General usage of the FundersMart platform is free. Society3 is not charging any commissions for the funds raised on FundersMart. Companies issuing stock, managing their cap table or investor relations pay a monthly recurring subscription fee (see price list).

Issuer (startups)
The Issuer, and its legal representatives have access to Society3 to enter company data, Prospectus, number of shares, prices and other necessary emission information. The Issuer agrees and confirms to provide all necessary information required by the respective national authorities such as the SEC, FINMA, FCA, SC, MAS, and BaFin correctly. To unlock an issuer the legal representative of the company must be registered with their personal data and will be approved by a qualified Society3 representative. Issuers confirm that they are authorized to offer the respective number of shares and will provide all information required.

Society3 will assist startups to provide all information required by FINMA (Switzerland) the SEC (USA) such as filing Form D and consecutive information to be able to solicit investments from Swiss or accredited US investors.

Companies issuing shares to Swiss investors agree to comply with the requirements from the the Swiss Financial Market Supervisory Authority (FINMA)

Companies issuing shares to investors in other countries, agree to comply with the requirements from the the respective financial market authorities.

Society3 is committed to support the US / European transatlantic alliance in that companies and investors from both regions will be able as far as legally possible conduct business across the Atlantic.

Investors have access to Society3, for possible investments in listed companies. Investors agree to provide a complete profile, including a self-assessment regarding their financial skills and capabilities. Society3 individually enables investors to certain content of issuers after successful verification. Registration itself is free. US American investors must provide evidence to be an Accredited Investor. UK investors need to provide evidence that they are a sophisticated investor. Swiss investors must be 18 years and older and complete an investor verification test.

Investors authorized by Society3 will gain access to all details an issuer is providing to investors. Possible limitations of the investment amount or number of investments are determined by the respective laws of the country an investor is bound to.

Investor protection
Society3 fully supports national investor protection laws and regulations. In countries where anybody can invest without restrictions, Society3 reserves the right to make additional restrictions in order to protect entrepreneurs from investors that lack the skills of startup investments. In particular we do comply with the SEC rules for US investors and FINMA rules for Swiss investors and expand the investor protection support over time.

Securities offered on Society3 in the US are based on an exemption from the registration requirements of the Securities Act of 1933, as outlined in the US JOBS Act. Title II. The offerings are available to “Accredited Investors” only. Accredited Investors are natural persons who must have a net worth of over $1 million (exclusive of residence) or an income above $200,000 individually or $300,000 if married. Investing in securities involves risk, and investors should be able to bear the loss of their entire investment. Society3 does not provide any investment advice, make any recommendations or specifically approves businesses on its marketplace. Due to the nature of the global Internet being accessible for everybody, we restrict access to investment details to authorized investors only. You need to register and get approved in order to be authorized. Authorization requirements differ based on the legal requirements in the specific countries. Society3 is not a registered broker, dealer, investment adviser, investment manager.

Issuer agree to engage on the market place only with investors that are enabled for the respective geography they are targeting. The marketplace allows issuer to select those geographies but also requires the corresponding information in order to be enabled. Targeting US Investors require the completion and filing of FORM D, which is mandatory to be enabled for the US market on FundersMart.

All data obtained during an emission are owned by the respective issuers. Investors have the opportunity to be not listed within the platform.

As an independent marketplace for fast growing businesses and investors, Society3 DOES NOT offer any legal or tax advice. Issuer and investors are requested to consult with their legal and tax advisers before conducting business on the Society3 platform.

Once an issuer has fulfilled all the requirements for an emission, the issuer can publish their private placement on the Society3 platform. The scope and duration of the emission can be specified within the framework of the respective national restrictions. Society3 informs all registered investors and displays the contents of the private placement on the platform.

Issuer are requested by law to not promote any details about their private placement publicly but shall point to the Society3 platform as the platform operations can insure that only authorized investors gain access to the data, based in the respective national restrictions.

Active promotion of the Private Placement within the Society3 FundrersMart community is possible as the platform is able to restrict solicitations to authorized investors.

Exit Anytime
The FundersMart platform gives investors who desire to exit their investment the opportunity to offer parts or all of their securities position to any other authorized investor on Society3 FundersMart after an initial holding period of six month. Society3 is neither an exchange nor a dealer/broker and also does not purchase, negotiate, value or trade securities in behalf of any third party. However Society3 is facilitating the process of making connections with other investors. A simple list with offerings from investors is provided where any authorized investor can offer a position or express interest in buying a specific security. Negotiation and payments are made directly between the parties outside the FundersMart platform.

Trading on FundersMart is free of commission. Orders are processed directly between the parties. Society3 does not gain any commission from such sale. Investors only pay a nominal subscription fee to use the platform for conducting such business.

Pricing and transaction
During initial issuance, the issuer determines the price and justifies this in the prospectus, or form D. An investor may request to buy shares from the issuer. The issuer can accept or reject the request. If a request is accepted by the company, the investor is requested to electronically sign an investor agreement and make the payment within 48 hours. In the event that the deadline to complete the transaction has passed, the system automatically voids the transaction and there are no further obligations.

Duration / Termination
Users of the platform may terminate their agreement any time to the end of a calendar month. Due to the nature of a two sided marketplace, no transaction data will be deleted if a user decides to discontinue using the Marketplace.

The Society3 platform is constructed as a recursive system. Even if an issuer leaves the platform, investors can still maintain their participation and also maintain their data. No party has the right to request the deletion of any data. Thus, all transaction data from issuer and investor will remain unchanged in the event one party is leaving the platform. At the event of a termination, all participants involved in a previous transaction will be automatically informed.

Privacy Policy
Society3 store not only personal information but also IP addresses for all transactions. In addition, users agree that so-called ‘cookies’, small pieces of data will be stored in the user’s browser. Data, in particular transaction data that will be stored in separate databases are not deleted when leaving the platform. The user does not have the ability to confer the right to have their data deleted or delete such data themselves. Society3 agrees that no personal data and no transaction data will be sold or otherwise made available to any third party. The full privacy Policy can be found here online.

With the setting of content on Society3 systems all the rights necessary are irrevocable, without time limit and without geographical restriction, including the right to save the content to adapt to change and make available to the public are transmitted to Society3. This includes the rights to distribute this content for external publications in digital or printed form. Even with the termination, the use of these rights remains unchanged. Society3 is free from any third party claims in compulsory or violations of content.

Society3 is not responsible for the content created by its users or the success of their actions. Society3 cannot be held responsible for technical or sales related issues. The Issuer acknowledges that Society3 only provides the technical platform.

Society3 reserves the right to change the Terms of agreement within a period of 30 days. Verbal agreements are invalid.

For US citizens this agreement is made under the law of California. For European citizens: Gerichtsstand ist Luzern (Schweiz).

Preliminary price list (user fees)

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