TERMS OF USE

First Candidate, LLC, a Texas limited liability company (“First Candidate” or “Company”), is an intermediary technology platform which operates firstcandidate.com (“Site”). The Site offers potential investors the opportunity to independently research and invest in securities offerings listed on the Site. By using the Site, or any applications, software, or any other services offered by First Candidate (“Services”), in any manner, potential investors agree to abide by the terms stated in these Terms of Use (the “Terms”). If you are using the Site or Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms and the Privacy Policy on behalf the entity and that you will not permit unauthorized use of the Site or Services by other members of the entity.

The First Candidate Privacy Policy includes additional information about First Candidate’s use of the information you submit when registering for or using the Site or Services. Please read the Terms and the Privacy Policy carefully. If you have questions regarding the Terms or Privacy Policy, you may reach First Candidate at hello@firstcandidate.com. If you do not agree to the Terms or Privacy Policy you may not use the Site or Services.

USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT FIRST CANDIDATE DOES NOT PROVIDE INVESTMENT ADVICE OR MAKE RECOMMENDATIONS.

The Site and Services are offered subject to an investor's acceptance of all of the terms contained in these Terms, the Privacy Policy and all other operating rules, policies, and procedures that may be published on the Site by First Candidate, each of which is incorporated by reference. First Candidate reserves the right, at its sole discretion and without prior notice, to modify or replace these Terms of Use, or change the Site, stop providing the Site or Services, create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason.

By accessing the Site and Services Users agree that they are responsible for regularly reviewing the Site for any changes. The continued use of the Site or Service following the posting of any changes to the Terms constitutes the User’s acceptance of those changes. Users are encouraged to contact First Candidate or your legal representative with any questions. If there is a conflict between two versions of the Terms of Use to which you have agreed or have been deemed to agree, the most recent version shall take precedence unless it is expressly stated otherwise in the more recent version that an older version shall have effect.

FIRST CANDIDATE WEBSITE

The Site and Services are an online intermediary platform where crowdfunded securities are offered for sale by Issuers in accordance with the exemption from securities registration requirements contained in Rule 139.25 promulgated by the Texas State Securities Board (the “Texas Crowdfunding Rules”) and Rule 147 promulgated by the United States Securities and Exchange Commission. First Candidate is not a broker-dealer or investment advisor, and is not responsible for the activities of investors or those offering securities on the Site.

TERMINATION OF USER ACCESS

The Company may permanently or temporarily terminate or suspend a User’s access to the Site without notice or liability, for any reason or for no reason, including if in the sole determination of the Company, the User has violated any provision of the Terms or the Privacy Policy. Upon termination of these Terms or a User’s access to the Site for any reason or no reason, the User will continue to be bound by these Terms which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Any dated information is published as of its date only, and First Candidate does not undertake any obligation or responsibility to update or amend any such information. By accessing and using the Site or Services, Users agree that First Candidate and its subsidiaries and affiliates shall not be liable to them or to any third party for any such modification, suspension or discontinuance.

VISITORS

Visitors may browse the Site without setting up an Account (“Visitors”), subject to the terms, conditions, and restrictions stated in the Section captioned “Acceptable Use Policy” and other Sections of the Terms.

ACCOUNT AND LOGIN CREDENTIALS

To use the First Candidate Site and Services as an issuer, as such term is defined in Regulation Crowdfunding (“Issuer”), or an investor, as such term is defined in Regulation Crowdfunding (“Investor”) (each a “User”), each User must set up an account (an “Account”) by providing the information required by the Site (“Account Information”) and creating a Username and password (“Credentials”). Each User may establish only one Account. If there is more than one individual associated with a User, such as a joint owners or employees, then each such individual must establish separate Credentials if directed by First Candidate. You represent and warrant to First Candidate and to each other User that your Account Information is accurate and complete. You agree to keep your Account Information up to date at all times. You agree that First Candidate may use your Account Information as described in the Privacy Policy. You are responsible for maintaining the confidentially of your Credentials and are responsible for all activities that occur through the use of your Credentials. You agree to notify First Candidate immediately if you believe the confidentiality of your Credentials has been compromised or if you suspect unauthorized use of your account. You agree that First Candidate will not be liable for any loss or damage arising from unauthorized use of your Credentials.

Users agree that First Candidate may disclose any Account Information and other information it may have about a User including any text, pictures, videos, questions, comments, suggestions, website addresses and links to other websites or articles posted by a User to the Site (“User Content”) to fully cooperate with any law enforcement authorities or legal process, such as a subpoena or hold request.

LICENSE TO USE SITE AND CONTENT

First Candidate grants each User a limited, revocable, non-exclusive, non-transferrable license to use the Site and Services, including content such as designs, text, graphics, images, video, information, logos, button icons, software, audio files, and computer code (“Company Content”) solely for legally permitted activities related to the Site and Services, (the “Purpose”), and subject to the terms, conditions and restrictions stated in these Terms.

Users who post User Content grant each other User a non-exclusive, non-transferable, royalty-free license to use the User Content solely for the Purpose on the terms and conditions stated below, and subject to the restrictions stated below and the User’s continued compliance with these Terms.

Each User grants First Candidate a license to its User Content and Account Information for the purposes of (i) providing the Site and Services to other Users and visitors to the Site, and (ii) for First Candidate’s use in improving the Site and the Services generally. The Company may also use User Content as necessary to comply with applicable law and reasonable record keeping practices. First Candidate may, at its sole discretion, use User Content for publicity purposes, and may provide attribution to such User Content as part of the publicity. Users acknowledge that they may not remove their User Content from the Site after it has been published without First Candidate’s consent.

Each User and Visitor agrees to preserve all copyright, trademarks, service marks, and other proprietary notices contained on any First Candidate Content or User Content.

USER FEEDBACK

If a User provides any feedback, comments, or suggestions for the improvement of the Site or Services (“Feedback”), the User hereby grants a license to First Candidate to the same and all related intellectual property, on a non-exclusive, worldwide, fully paid, perpetual, and irrevocable basis, and agrees and acknowledges that First Candidate may use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit without restriction of any kind the Feedback.

USER REPRESENTATIONS, WARRANTIES, COVENANTS

All Users make the following representations, warranties and covenants:

The User owns or has all necessary rights to post User Content on the Site, and its posting of User Content does not infringe or violate the intellectual property rights or privacy rights of any person and does not and will not result in a breach of contract between it and a third party. The User agrees to pay for all royalties, fees, and any other monies owing any person by reason of posting User Content on or through the First Candidate Site;

The User will use the Site, Services, User Content, and Company Content in compliance with applicable law, including State and federal laws governing securities transactions;

The User will use the Site and Services in compliance with these Terms;

The User will update its User Content as necessary to maintain its accuracy and completeness;

If the User is an individual, that the User is at least 18 years of age, is fully able and competent to enter into this agreement and be bound by the terms and conditions set forth in this and other agreements on the Site, and all registration information they submit is truthful, accurate and complete.

FIRST CANDIDATE NOT RESPONSIBLE FOR USER CONTENT

The First Candidate Site is an intermediary platform and does not include any verification, advice or consulting services as to User Content. First Candidate has no obligation to investigate User Content for accuracy or completeness. Although First Candidate may monitor or mediate User Content from time to time, it does not undertake any obligation or liability to any User regarding the User Content.

Users are solely responsible for investigating the accuracy and completeness of any User Content on which it relies, and further agrees that, between it and the Company, its use of any User Content is at its sole risk and discretion. Users are responsible for the accuracy and completeness of their User Content. The Company does not endorse any User or User Content and makes no representations regarding the accuracy of any User Content posted to the Site. First Candidate does not undertake any obligation to a User to monitor or restrict who has access to the Site.

Specifically, but without limitation, First Candidate is not responsible for investigating any of the following:

  1. whether any statement is true or includes all facts necessary to make the statement not misleading;
  2. whether any User is an “accredited investor” as such term is defined in Rule 501 of Regulation D;
  3. whether any proposed transaction complies with applicable law or regulation;
  4. whether any links to, or content on any third party sites that are referenced in the User Content are secure or comply with law; or
  5. whether any information offered for download from the Site is free of Malware.

INVESTMENT RISKS

All Investors acknowledge the securities offered on the Site are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Securities will be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. As between the Investor and First Candidate, the Investor assumes all risks arising from an investment or other transaction it may enter into with an Issuer or other User.

Although the Site may provide data, information or content provided by third-parties or the Company relating to investment strategies or opportunities to buy or sell securities, Investors 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 the Investor’s consideration and analysis of the risks involving a particular offering and is made at the Investor’s own risk. Investor’s acknowledge and agree that it is 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 its principal. The Company has no special relationship with or fiduciary duty to an Investor and its use of the Site or Services does not create such a relationship. Investor’s agree and acknowledge that it is responsible for conducting its own legal, accounting and other due diligence review of the investment opportunities posted on the Site. WE STRONGLY ADVISE USERS 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 IT MAY HAVE OR REQUEST ADDITIONAL INFORMATION AS THE SITE DOES NOT PROVIDE ANY OF THE FOREGOING ADVICE OR RECOMMENDATIONS. First Candidate has no responsibility for the continued performance of any person under any investment or agreement that is formed as a result of an Investor’s use of the Site or Services.

WARRANTY AND DISCLAIMERS

To the extent permissible under law, First Candidate assumes no liability or responsibility for any errors or omissions in the content of the Site. First Candidate does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. First Candidate shall not be liable for any investment decisions made based upon such information. Users agree that any reliance upon any content or information distributed through or accessed from the Site is at its sole risk. First Candidate is entitled to rely upon the information provided by its Users. Users acknowledge and agree that First Candidate does not provide any representation, warranty or assurance that the offerings on the Site are made in accordance with state or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Issuer, and not the Site, is responsible for ensuring that any securities offering is performed in accordance with all state and Federal laws, as well as all regulations promulgated by the SEC and FINRA. The Company makes no representation or warranties regarding the legality or compliance of any offering.

As between a User and first candidate, all User Content (including third party content that is referenced in the User Content) is provided “as is” with no representation or warranty of any kind, and any use of the User Content is at the User’s sole risk. Users acknowledge that the Company has not reviewed all of the links provided on the Site and is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is solely done at the User’s own risk.

Except for the commitments expressly stated in these Terms and the Privacy Policy, the Site and Company Content are provided “as is,” “as available,” and “when available.”

First Candidate disclaims any implied warranties, including any warranties of merchantability, fitness for a particular purpose, non-infringement, and any course of performance or usage of trade.

If applicable law prohibits the disclaimer of any disclaimed warranty, the warranty is made for a period of thirty days from the date that the information or service is first provided. Users should check their local laws for any restrictions or limitations regarding the exclusion of implied warranties.

INDEMNIFCATION

By accessing the Site and Services Users agree to indemnify and hold harmless First Candidate, First Candidate’s affiliates and each of their respective employees, contractors, directors, owners, suppliers, licensors, and representatives (the “First Candidate Indemnitees”) from all liabilities, claims, losses, damages, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (i) User’s use of the First Candidate Site or Services in violation of these Terms, including the breach of any representation or warranty, (ii) User’s reliance on any User Content, and (iii) any third party claim arising from its use of the Site or Services, or any investment or other transaction that results from its use of the Site or Services. Users also agree to defend any third party claim covered by its indemnification obligation, provided that First Candidate may assume the exclusive defense and control of any third party claim. If First Candidate assumes control of the defense of a third party claim, then the User agrees to assist and cooperate in asserting any available defenses and pay expenses and other amounts for which it is responsible under this paragraph, as incurred.

LIMITATION OF LIABILITY

Users and Visitors acknowledge and agree that the use of the Site is solely at its own risk. To the fullest extent permissible by law, in no event shall First Candidate, 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 the User or Visitors access to, or use of, the Site or Services. Should a court of competent jurisdiction find that First Candidate, its affiliates, or First Candidate’s or its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers is liable for damages, the maximum aggregate liability of First Candidate and its affiliates and their respective employees, contractors, directors, suppliers, owners, licensors or representatives to a User shall not exceed the greater of $100,000 or the fees paid or payable by the User for the use of the Site or Services.

First Candidate assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, any User’s computer equipment or other property on account of access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. The Company does not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined herein).

Although First Candidate may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, First Candidate 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. First Candidate reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.

By accessing and using the Site or Services, Users acknowledge that First Candidate has set its fees on reliance on the limitations of remedies and liability stated in these Terms, and that these limitations reflect an agreed allocation of risk between the Company and Users and Visitors. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. Nothing in this subsection precludes a party from seeking specific enforcement, injunctive relief or other equitable remedy. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.

ACCEPTABLE USE POLICY

Users may not post User Content, or use the Site or Services in a way that might violate or threaten the rights, safety or privacy of others. First Candidate may refuse or remove from the Site any User Content at any time in its commercially reasonable discretion. Specifically, but without limitation, First Candidate may refuse or remove any User Content that it reasonably believes violates these Terms or applicable law, or that might violate the rights or threaten the safety of Users or third-parties, or that it otherwise finds abusive or offensive.

Users may not use the Site in any way that does not further the Purpose, or in a way that modifies, damages, disrupts, disables, overburdens, impairs, alters or interferes with the use, features, functions, operation, security or maintenance of the Site, or the rights or use and enjoyment of the Site by any other person or entity in any manner. Without in any way limiting the scope of the preceding sentence Users shall not at any time be allowed to:

  • Aggregate, copy, or duplicate any First Candidate Content;
  • Sell, promote, or advertise products or services other that in furtherance of the Purpose;
  • Post links, advertisements, or other content from competitors’ websites;
  • Use data mining, robots, or other data gathering devices on the Site;
  • Remove, disable, damage, circumvent, or otherwise interfere with the security of the Site;
  • Interfere or attempt to interfere with the proper workings of the Site;
  • Gain unauthorized access to the Site, or computers linked to the Site;
  • Attempt to or reverse engineer the Site;
  • Frame or link to the Site without permission;
  • Attempt to or submit Malware to the Site;
  • Take any action imposing an unreasonable or disproportionately large load on the Site;
  • Attempt to or obtain unauthorized access to Users’ Accounts;
  • Sell, transfer, or assign any rights to use the Site to a third party without the express written consent of the Company;
  • Use the Site in a manner that results in or may result in complaints, disputes, claims, fines, penalties, or other liability to the Company or others;
  • Use the Site to send marketing, advertising, or other repetitious emails, text messages, telephone calls, or other communications;
  • Use the Site for transactions involving illegal objects or activities, marketing and advertising;
  • Use the Site in an illegal way or to commit an illegal act;
  • Post any franchise, pyramid scheme, or similar information;
  • Access the Site from a jurisdiction where it is illegal, unauthorized, or penalized;
  • Use the Site on behalf of a business entity without the legal authority to do so;
  • Create multiple Accounts, whether fraudulently, falsely, unlawfully, legitimate, or lawfully, without First Candidate’s prior consent;
  • Control an account if another account controlled by the User has breached these Terms;
  • Use data gathered from the Site for other any other purpose outside of the Site;
  • Attempt to contact or communicate with Users by any means other than the means of communications enabled on the Site.

GENERAL

Governing Law. These Terms are governed by and interpreted under the laws of the State of Texas without giving effect to any conflicts of law principles. By accessing and using the Site Users and Visitors agree that exclusive venue for any dispute arising under or in connection with the Terms is Harris County, Texas.

Interpretation of Certain Words. The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). As indicated by the context, the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders, the neuter gender shall include the masculine and feminine genders; the singular number shall include the plural, and vice versa; and the words include and including, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words without limitation; and the conjunctive shall include the disjunctive and vice versa. The words “will” and “shall” are words of obligation, not expressions of intent or expectation. All references to monetary amounts shall mean United States Dollars. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. The section headings in these Terms are for convenience only and may not be used to interpret these Terms.

Electronic Communication Privacy Act. Electronic Communication Privacy Act Notice (18 USC 2701-2711): First Candidate makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. First Candidate will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on First Candidate’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Site or Services.

Communications. All Users agree, in their individual capacity and on behalf of any Issuer or Investor for which they are an authorized representative, that First Candidate may send communications for all purposes, including but not limited to marketing, informational, and operational purposes, such as billing, account management, or system maintenance, via the mailing address, email address, or telephone number provided in their Account. Users are responsible for notifying First Candidate of any changes in their contact information or preferences.

Reservation of Rights. The Site, Services, First Candidate Content and all other First Candidate intellectual property remains the property of First Candidate or its licensors, and are protected under copyright, trademark, and other laws. The User Content and all other User intellectual property remains the property of the User or its licensors, and is protected under copyright, trademark, and other laws.

Trademarks. First Candidate, the First Candidate logo, and other First Candidate logos and product and service names are or may be trademarks of First Candidate (the “First Candidate Marks“). Without First Candidate’s prior written permission, and except as solely enabled by any link as provided by First Candidate, and Users agree not to display or use in any manner the First Candidate Marks.

Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Force Majeure. First Candidate shall not be liable for any failure to provide the Site or Services where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Assignment. User accounts are personal to each User, and a User may not assign, transfer or sublicense their account without the prior written consent of First Candidate. First Candidate may assign, transfer or delegate any of its rights and obligations hereunder without the consent of any User.

Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these terms and neither party has any authority of any kind to bind the other in any respect.

Notices. Unless otherwise specified these Terms, all notices will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the calendar day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to hello@firstcandidate.com.

No Waiver. First Candidate’s failure or neglect to enforce any of its rights, or provisions of these Terms, will not be deemed to be a waiver of its rights to enforce of the same rights or provisions in the future. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of First Candidate.

United States Jurisdiction Only. First Candidate makes no representation that the Site or Services are operated in accordance with the laws or regulations of any nations other than those of the United States. All Users acknowledge and agree they are using this Site at their own risk and initiative, they are solely responsible for being aware of the applicable laws and regulations of their country of residence, and they, not the Company, are responsible for compliance with all applicable local and national laws.
The content, material and information contained on the Site does not constitute an offer or solicitation. If any law of any jurisdiction prohibits the Company from making the information on this Site available to you, this information is not intended for your use and you may not access or use the Site or Services.

Other Agreements. These Terms are the entire agreement between Users, Visitors, and First Candidate with respect to use of the Site and Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic), except for the member agreement and Privacy Policy that you sign by means of the Site. If there is a conflict between these Terms or the Privacy Policy and the member agreement, the member agreement will control.

COPYRIGHT INFRINGEMENT/DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”)

First Candidate respects the intellectual property of others. If you believe your copyrighted work has been copied and is accessible on this Site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with sufficient information to allow us to locate the material, including the following information:

  1. The electronic or physical signature of the owner of the copyright or person authorized to act on the owner’s behalf;
  2. a description of the copyrighted work you claim has been infringed and a description of the infringing activity;
  3. identification of the location where the original or an authorized copy of the copyrighted work exists; for example, the URL of the website where it is posted;
  4. identification of the URL or other specific location on this website where the material that you claim is infringing is located;
  5. your name, address, telephone number and email address;
  6. a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  7. a statement that the above information you provide us is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

Our agent for notice of claims of copyright infringement on this Site can be reached as follows:

By Mail:
First Candidate TX LLC,
2717 Commercial Center Blvd,
Suite E200, Katy,
TX 77494

By Email: hello@firstcandidate.com