Updated on November 15, 2015
Self Publishing Service
You recognize and accept that the Service is a non-moderated service which enables you and others to publish any information you (or they) want, subject to legal limitations and to policies stated herein, using the space and utilities provided (self publishing).
Private Securities/Transfer Agent
The Service is a software platform for issuers and the admin’s who represent them to create, edit and self-manage their records relating to the private securities and investors therein. In using the Service you agree that FAST is simply providing businesses and admin’s with software tools so they can manage investor records directly, and that they are acting on their own accord. You acknowledge and agree that FAST does not assist with managing investor records unless directed by you or other authorized persons to do so, nor do we process any physical certificates, nor do we provide any warranty as to the accuracy of such records or good delivery of any securities of any company.
The Service automatically sends out a variety of automated email communications. Some are from FAST directly (e.g. new account welcome email, lost password email, etc). For these, FAST maintains copyright of the content.
Most email are on behalf of businesses using our services. These include notices of changes to securities such as information updates, stock splits, securities conversions, etc, as well as notices of payments made, the issuance of securities, changes to investor vesting information, changes to investor’s securities ownership, and other related activities. User expressly agrees that such email communications are “from” the company or admin and NOT from FAST, and that we have neither responsibility nor liability for the content, including but not limited to the accuracy, truthfulness, completeness, validity or legitimacy of such information communicated. User agrees that FAST is simply providing a convenient, unmoderated and automated service by forwarding such email communications on behalf of the company or admin whose activities on the Service initiated them, and that the information contained in such email communications is solely and absolutely the liability of the company or admin and in no way that of FAST.
Furthermore, due to numerous factors, FAST does not guaranty or warranty the deliverability of any email. Email may be delayed for an indeterminate or even indefinite period of time, and may even fail to reach intended recipients for many reasons, including but not limited to equipment failure, spam filters, transmission interruptions, software bugs, routing errors, and SMTP service breakdowns.
No Investment Advice
FAST does NOT provide any advice to the businesses, admin’s or other users of the Service, as it is simply a way for businesses and admin’s to manage investor records and communications directly. We do not provide any legal, accounting, regulatory, corporate governance, or other related advice to any party, ever. Even when we make observations or suggestions in our writings, including blogs, FAQ’s, help manual(s) and other places, User agrees that these are only our reflections and thoughts on various things and do not constitute advice and will not be construed or relied on as such; and that User will ONLY rely on advice from your lawyers, accountants, admin’s and other professional advisers. If you have any questions about a admin or a company and/or its securities you must contact them directly, as FAST does nothing more than provide generic software in the same way that, by example, Intuit provides Quick Books accounting software, Microsoft provides Excel spreadsheet software, and Salesforce.com provides customer relationship management software. Furthermore, FAST does not itself sell, nor does it directly offer to sell, any securities; User agrees that no Content on this site constitutes or will be interpreted as an offer or sale of securities by FAST. Furthermore, User agrees unconditionally that the contents of this website and the Service do not constitute financial, accounting, legal, corporate governance, or tax advice from FAST. Investors and other users are solely responsible for conducting any legal, accounting, anti-fraud, and/or other due diligence on companies in which they invest or otherwise associate themselves with in any way. You represent that you will always obtain investment and tax advice from your professional advisers before investing. That admin’s, businesses and their capitalization tables and related securities and investor information are posted to the Service does NOT mean that we have, either directly or through a third-party, performed ANY due diligence on the company or its records and does NOT constitute an endorsement or recommendation, nor a representation about the quality, truthfulness, accuracy, or attractiveness of any admin, company or securities.
FAST provides the technology and infrastructure for the Service in a manner similar to the way a telephone company provides its technology and infrastructure for its customers. Like them, we do not monitor communications. People may publish any content they want. However, we do set forth standards of behavior. Any user found to be violating these standards may have action taken against them without notice which ranges from deletion of Content, to deletion of entire profiles, to being barred from the Service, and even to referrals to law enforcement authorities. And while FAST does not formally moderate the Service, we may at our discretion review Content, including that which is otherwise password protected to or hidden from the general public to check for compliance with the standards stated herein; that FAST may do this, User agrees that this does not in any way form an obligation or expectation that FAST will do this and, as such, User will not place any reliance on FAST to moderate or otherwise keep the Service void of any inaccurate, illegal, illicit, fraudulent, slanderous, libelous, or otherwise objectionable Content. FAST assumes no responsibility for any Content, no obligation to modify or remove any inappropriate Content (unless directed to do so by court order or by competent authorities with jurisdiction in the matter), and no responsibility for the conduct of any user ("user" includes you, it includes other members, and includes non-members who are visiting the site or in any way coming into contact with Content).
FAST does not endorse and has no control over the Content and FAST expressly disclaims any and all liability in connection with user Submissions. You understand that when using the Service, you will be exposed to Submissions from a variety of sources, and that FAST is not responsible for the accuracy, usefulness, truthfulness, safety, validity, or intellectual property rights of or relating to such Submissions. You use the Service solely at your own risk, you are solely responsible for the Content that you post on the Service, and any material or information that you transmit to other users and for your interactions with other Users. You further understand and acknowledge that you may be exposed to Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against FAST with respect thereto, and agree to indemnify and hold FAST, its owners and operators, affiliates, contractors, partners, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site. FAST neither endorses nor directly controls user Content posted anywhere on the Service, and FAST assumes no duty to monitor or endorse Content anywhere on the Service, nor does FAST represent or guarantee the truthfulness, accuracy or reliability thereof or that any posting complies with the terms or conditions of this Agreement and you should never rely upon any Content as being true, accurate or reliable and should conduct your own due diligence on any Content before you rely on it in any manner.
You understand, acknowledge and agree that Content originating from any member is the sole responsibility of that member. This means that you, and not us, are entirely responsible for the consequences of all your Content on the Service. In no event shall FAST or any affiliates have or be construed to have any responsibility or liability for or in connection with any Content whatsoever other than is published directly by FAST. If we determine, in our sole discretion and judgment, that any Content does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to use the Service; (b) remove and delete Content; (c) revoke your ability to use the Service; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or suspending or deleting your account on the Service. You retain all of ownership copyrights in your Content.
Representations and Warranties
As a user of the Service, you understand, represent, warrant, and agree that;
THIS SITE MAY CONTAIN MATERIAL WHICH YOU FIND OFFENSIVE, INCLUDING BUT NOT LIMITED TO PICTURES, IMAGES, VIDEO, AUDIO, AND WRITINGS RELATED TO COMMERCIAL, POLITICAL, ECONOMIC, RELIGIOUS, SOCIAL, AND OTHER THINGS WHICH, WHILE NOT ILLEGAL IN THE UNITED STATES AT A FEDERAL LEVEL, ARE CONSIDERED FREE SPEECH AND THUS MAY PRESENT YOU WITH THINGS WHICH YOU PERSONALLY DEEM OFFENSIVE OR OTHERWISE UNDESIRABLE OR OBJECTIONABLE. BY ACCESSING THE SITE, YOU AGREE AND WARRANT TO FAST THAT YOU WISH TO POTENTIALLY SEE AND/OR HEAR SUCH MATERIAL. AS A SELF PUBLISHING UNMODERATED SERVICE YOU AGREE THAT FAST HAS NO RESPONSIBILITY NOR LIABILITY TO MODERATE OR REMOVE CONTENT WHICH YOU, OR ANY SELECT GROUP OF PEOPLE, FIND PERSONALLY OR COLLECTIVELY OFFENSIVE.
Fees and Charges
FAST charges fees for its services. Monthly fees are charged to customers on a recurring basis, on the anniversary date of the account. Event or change fees are charged immediately at the time such event or change was posted to the Service. Access to the Service will be suspended in part or in whole pending resolution of any failed charges or payment issues, and accounts and all data contained therein may be deleted without allowing further access. We may also receive compensation from various partners and other third-parties for displaying advertisements, for revenue share on referrals linked to them from our site, and for various other things.
FAST may share revenue with select third-party partners and service providers. Any such revenue sharing arrangements are negotiated on an individual basis between FAST and such entities and are not disclosed nor are uniform or equal amongst all parties.
Proprietary Rights of FAST
FAST owns and retains all proprietary rights in the Service and in the Content it publishes on its own behalf thereon, as well as all intellectual property, programming code, user-interface designs, database methodologies, and systems design. The Service also contains copyrighted material, trademarks, and other proprietary rights and property of FAST and our partners, vendors, and licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, replicate, duplicate, or sell any such proprietary information. Furthermore, FAST maintains the right to send you periodic emails, at frequencies determined solely by FAST, which may include advertisements from FAST and from third parties. FAST may utilize unaffiliated third-party service providers to supply various products and services including, but not limited to, hosting services, internet connectivity, data processing, subscription billing, storage of account information, and for the transmission (relaying) of emails, among other things.
Copyright Policy and DMCA Notice
All images, writings, and content published on the Service, or used in creating the Service, are protected by copyright. You are solely liable for what you publish on the Service. You warrant and represent that you will not post, distribute, duplicate, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Furthermore, by posting any Content, you hereby grant to FAST a non-exclusive, royalty-free, fully paid, perpetual, unrestricted, irrevocable worldwide license to use, reproduce, modify, publish, edit, adapt, create derivative works from, translate, distribute, perform, display and otherwise exploit such Content and all elements thereof alone or as part of other works in any form, media, or technology, whether now known or hereafter developed or discovered, in connection with the Service and FAST's (and its licensors and successor's) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels, and to license and sub-license such rights through multiple tiers of sub-licenses, all without any notification or obligation to you, or extra compensation, attribution or otherwise, except for the accompanying publication of your profile username; this may include issuers using your comments posted on their deal or profile in media of their choice as an endorsement by you of their company, product or service. You also accept that people who view the things you have published can easily themselves make copies of that Content, even if they shouldn't, and so you hereby release FAST from any expectation or obligation to create, purchase, or deploy technology to prevent such unauthorized copying. And that various search engines, service providers and regulatory entities may access, spider, store on their own servers, index and display part or all of your Content.
Notice and Procedure for Making Claims of Copyright Infringement Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on the Service should be sent ONLY to our Designated Agent. NOTE: The following information is provided solely for notifying the service providers referenced below that your copyrighted material may have been infringed.
DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OR E-MAIL ABUSE, ETC.) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT. WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE CONTENT IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
Written notification must be submitted to the following Designated Agent: Service Provider(s): FundAmerica Stock Transfer, LLC
Name of Agent Designated to Receive Notification of Claimed Infringement: Copyright Department E-mail Address of Designated Agent: copyrights@FundAmerica.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to email@example.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
Under Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:
(1) An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest; (2) Identification of the copyrighted work (or works) that you claim has been infringed; (3) A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.); (4) A clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material; (5) Your name, address, telephone number, and e-mail 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 by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Links to Third-Party Web Sites
FAST is not responsible for any user Content published on the Service, or in connection with the Service, whether by you or by other members or users. FAST is not responsible for the conduct, whether online or offline, of any member or user of the Service. FAST assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of the Service, Content or any member or other user communications. The Service and/or any features thereof may at any time fail or be subject to computer hacking, copying or phishing (including your password(s) or IP address), and FAST disclaims any responsibility for such events and makes no representations regarding the security nor the permanence of any data, including back-up's; you acknowledge this and provide any personal information on the site, even if intended to be private, entirely at your own risk. FAST is not responsible for any problems or technical malfunction of any telephone network, data lines or internet connections, computer systems, networking equipment, computer servers and related equipment, software, or failure of email, which causes or results in any injury or damage to User or to any other person. Under no circumstances will FAST be responsible for any loss or damage, including but not limited to personal injury or death, resulting from your use of the Service, any Content posted on the Service or transmitted to or from User, any lack of online or offline security, or any interactions between User and others, whether online or offline. That FAST may, in its sole and absolute discretion, review photos and/or other Content, and may even delete some Content from the system before or after it is published, does not in any way imply that FAST is expected or obligated to do so.
THE SERVICE IS PROVIDED "AS-IS" AND FAST DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES, CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FAST DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO ITS SERVICES. FURTHERMORE, FAST IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY ANY THIRD PARTIES, NOR FOR ANY THIRD PARTY SITES THAT CAN BE LINKED TO FROM THE SERVICE.
FURTHERMORE, FAST DOES NOT WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY USER OR THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, AND, EVEN IF COMPENSATED, WHETHER FOR A FIXED FEE OR VIA CPC, CPM, CPA OR OTHER BASIS, IN NO WAY SHALL FAST BE CONSIDERED A PARTY TO OR IN ANY WAY HAVE RESPONSIBILITY TO MONITOR OR WARRANTY ANY TRANSACTION BETWEEN YOU AND OTHER USERS OR ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
IN NO EVENT SHALL FAST BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM ANY USE OF THE SERVICE, OR FROM THE PERFORMANCE OR NON-PERFORMANCE OF FAST AND/OR ITS USERS, AFFILIATES, AGENTS, OR AUTHORIZED REPRESENTATIVES UNDER ANY PROVISION OF THIS AGREEMENT, EVEN IF FAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR FOR ANY MISTAKES SUCH AS ALLOWING OR DISALLOWING ANY CONTENT. NOR FOR ANY ACTS OR OMISSIONS OF ANY THIRD PARTY EVEN IF SUCH PERSON OR BUSINESS WAS REFERRED BY FAST. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR WILLFUL AND MALICIOUS MISCONDUCT OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER. FURTHERMORE, IT IS HEREBY AGREED THAT FAST'S SOLE LIABILITY TO USER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE MONETARY AMOUNT PAID, IF ANY, BY USER TO FAST FOR THE SERVICE DURING THE TERM OF USER'S USE. YOU ASSUME ALL RISKS IN YOUR USE OF THE SITE AND SERVICE, AND ALL FEATURES THEREOF. THIS INCLUDES, WITHOUT LIMITATION, ANY PRIVACY, IDENTITY, COPYRIGHT, EMOTIONAL, ECONOMIC, AND/OR PHYSICAL DAMAGES THAT MAY YOU INCUR.
Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have FAST, upon written notice from you, attempt to repair, correct or replace any deficient goods or services under this Agreement and, if repair, correction or replacement is not reasonably commercially practicable, to refund any monies actually paid by you directly to FAST for any specific services and/or products involved and to terminate and discontinue your use of the Service. You further understand and acknowledge the capacity of the Service, in the aggregate and for each user, is limited and some messages and transmissions may not be processed in a timely fashion or at all, and some services, features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that FAST assumes no liability, responsibility or obligation to transmit, process, store, receive, deliver or secure email or Content, or for any failure or delay associated with any Content or other information and you are hereby expressly advised not to rely upon the timeliness or performance of the Service for anything.
FAST does not moderate Content of users. You may find other users Content to be offensive, harmful, inaccurate, deceptive, libelous, slanderous, or fraudulent. Please use caution, common sense, and safety when using the Service. You are solely responsible for your interactions with other users. Because FAST is not involved in user interactions, if you have a dispute with one or more users who have posted or viewed Content on the Service, or used any tools or systems thereon, you hereby release FAST, including its officers, directors, agents, subsidiaries, partners, service providers, and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Term and Termination
This Agreement will remain in full force and effect while you use the Service, starting at the precise date and time of your first use. You may terminate your use at any time and without necessity of a reason. FAST may suspend your account(s) at any time and without reason, with no notice required. Even after this Agreement is terminated, certain provisions will remain in effect, including but not limited to sections 6, 7, 8, 10, 11, 13, 15, 16, 18, 19, 20, 21, 23, and 24 of this Agreement.
Binding Arbitration, Applicable Law and Venue, Attorneys Fees.
This Agreement is governed by, and will be interpreted and enforced in accordance with the laws of the State of New York, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the American Arbitration Association, with venue in the city of New York in the state of New York. Each of User and FAST consents to this method of dispute resolution, as well as jurisdiction, and consents to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. In the event of any dispute among the parties, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees, and the decision of the arbitrator shall be final, binding and enforceable in any court.
You agree to indemnify and hold FAST, its subsidiaries, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of any provision in this Agreement. This defense and indemnification obligation will survive termination of this Agreement and your use of the Service.
FAST reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with FAST in the defense of any such claim, action, settlement or compromise negotiations, as requested by FAST.
This Agreement, along with any and all rights and licenses granted herein, may be transferred or assigned by FAST at any time, without notice or restriction.
Entire Agreement, Severability and Force Majeure
This Agreement, accepted upon use of the Service, contains the entire agreement between User and FAST regarding the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to unforeseen circumstances.
FAST has the right, at its sole discretion, and without necessity of notice, to modify either this Agreement and/or the Service at any time. Changes to this Agreement will be posted on www.FundAmerica Stock Transfer as described above in the opening paragraph of this Agreement so that you may review it. If any portion of this Agreement or any change to the Service is unacceptable to you then you should immediately discontinue your use of the Service; continued use of the Service means that you have accepted and are bound by this Agreement and any changes made hereto.
Any notices to FAST are to be sent to firstname.lastname@example.org. Any notices to User will be sent to the email address provided to us in your account on the Service.
Please contact us with any questions regarding this agreement by sending your query to the address above.
© Copyright, 2015 FundAmerica Stock Transfer, LLC. All Rights Reserved