Investor Referral Program Terms and Conditions

Investor Referral Program – Terms and Conditions

Last Updated: Feb 21, 2023

This Referral Program Agreement, in combination with other Agreements relating to your use of StartEngine, is made between User (“you”, “your”) and StartEngine (“we,” “our”, “us”) and governs your participation in the StartEngine Investor Referral Program (the “Referral Program”). By requesting or sending a Referral Link (defined below), you will be deemed to have accepted and be bound by this Agreement. We may modify this Referral Program Agreement by posting an updated version on our website. By continuing to participate in the Referral Program after the posting of such modifications, you shall be deemed to accept such modifications.

1. Referral Program Eligibility

In order to participate in the StartEngine Investor Referral Program, you must be:

A StartEngine user in good standing.
A user that possesses a StartEngine investment account that has been approved by StartEngine.
At least 18 years of age.

2. Qualifying Referrals

StartEngine will provide you with a unique URL that can be provided to Prospective User. Referral shares will only be awarded for Qualifying Referrals. A “Qualifying Referral” must meet all of the following conditions:

The referred user is not registered and was not previously registered with StartEngine as a user under any email address or alias.
The user is in good standing.
The Prospective User creates a StartEngine investment account using the referrer’s Referral Link. If a Prospective User registers for StartEngine using any other link or method, the registration will not count as a Qualifying Referral.
The Prospective User must be approved by StartEngine and must not trigger any red flags

3. Delivery of Referral Shares

Referral Shares (defined by whatever program is currently running) will be delivered directly into both the Prospective User and the Referrer’s StartEngine investment account. Users must have an approved investment account in order to receive referral shares. Referral shares can take up to 30 days to arrive in your account and will only be transferred once you sign the subscription agreement for the offering.

4. Redemption Process

The Referrer is only entitled to the Referral shares if the Referrer signs the subscription agreement within 30 days of receipt of the subscription agreement link and before Nov 17, 2023. Both criteria must be met to receive shares. You may be eligible to earn Referral Shares for each qualified referral that you refer, up to a maximum of 25 referrals awarded, or until shares of the promoted offering are no longer available, whichever expires first. The Referral shares will be set to the value displayed on the relevant promotion page at the time the Referral Link is sent to the prospective customer.

You will receive referral shares when a Qualifying Referral is made. You will not be notified of whether a Prospective User who has used your Referral Link has been cleared as successfully creating their investment account.

5. Privacy

Any information obtained in connection with the Referral Program will be collected, processed and used in accordance with StartEngine’s Privacy Policy.

6. Intellectual Property

StartEngine is the owner of all intellectual property related to the Referral Link, including and without limitation the Services and related technology; StartEngine Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing (the “StartEngine Property”).

7. Additional Terms and Restrictions

The Referral Shares may qualify as taxable income for you. You are responsible for any federal or state taxes resulting from your participation in the Referral Program. StartEngine will not be obligated to report federal and state taxes to relevant authorities, but may report such income as required by law.

The Referral Shares may not have any liquidity and StartEngine makes no guarantee that the shares will be liquid.

8. Reservation of Rights

StartEngine reserves the right to withhold, deny or cancel any Referrals Shares and/or terminate your StartEngine Account if we, in our sole discretion, deem the award of any Referral Shares as fraudulent, abusive, unethical, suspicious or otherwise inconsistent with these Referral Program Terms, the Platform Agreement or any other applicable laws or regulations.

9. Termination

StartEngine reserves the right to withhold, deny or cancel any Referrals Shares and/or terminate User or Prospective User StartEngine Account if we, in our sole discretion, deem the award of any Referral Shares as fraudulent, abusive, unethical, suspicious or otherwise inconsistent with these Referral Program Terms, the Platform Agreement or any other applicable laws or regulations.

10. Entire Agreement

This Referral Program Agreement constitutes the entire understanding between User and StartEngine for the subject matter described and no other agreements, representations, or warranties other than those provided in this Referral Program Agreement will be binding unless in writing and signed by you and StartEngine.

Additional Defined Terms

Notice means any physical or electronic communication or legal notices related to this Referral Program Agreement that are provided to you through text or SMS, email, your StartEngine Account, or by other means.
Referral Shares means any consideration provided under the Referral Program Terms and Conditions, including without limitation to shares of an asset or account credit.

Other Disclosures:

The shares issued through this referral program are being issued through a Regulation A (Reg. A+) Tier II offering of securities. The “value” of these securities is based on the offering price of the Reg. A+ offering.

This Reg A+ offering is made available through StartEngine StartEngine Collectibles Fund I, LLC. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. See the offering circular and risks related to this offering for more information.

The shares issued through this referral program are being issued through a Regulation A (Reg. A+) Tier II offering of securities.

This Reg A+ offering is made available through StartEngine Crowdfunding, Inc. No broker-dealer or intermediary involved in offering except for Florida, where Dalmore Group LLC is participating as broker-dealer of record. This investment is speculative, illiquid, and involves a high degree of risk, including the possible entire loss of value. See the most recent supplement, offering circular and risks related to this offering for more information. Kevin O’Leary is a paid spokesperson for StartEngine. Read the 17-b disclosure here.

You should understand that there is currently no active market for these securities. It is possible they may be quoted on StartEngine’s alternative trading system, StartEngine Secondary (the “ATS”) in the future. It is important to know that companies which intend to quote securities on the marketplace are subject to certain requirements which they may or may not be able to satisfy in a timely manner. Even if a security qualifies to trade, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. Further, any security which does trade may also be removed from the marketplace at any time. You should assume that you may not be able to liquidate your security for some time, if ever, or be able to pledge these shares as collateral.

Important Message

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTMENTS ON STARTENGINE ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.

www.StartEngine.com is a website owned and operated by StartEngine Crowdfunding, Inc. (“StartEngine”), which is neither a registered broker-dealer, investment advisor nor funding portal.

Unless indicated otherwise with respect to a particular issuer, all securities-related activity is conducted by regulated affiliates of StartEngine: StartEngine Capital, LLC, a funding portal registered here with the US Securities and Exchange Commission (SEC) and here as a member of the Financial Industry Regulatory Authority (FINRA), or StartEngine Primary, LLC, a broker-dealer registered with the SEC and FINRA/SIPC. You can review the background of our broker-dealer and our investment professionals on FINRA’s BrokerCheck here. StartEngine Secondary is an alternative trading system regulated by the SEC and operated by StartEngine Primary, LLC, a broker dealer registered with the SEC and FINRA.

Investment opportunities posted and accessible through the site are of three types:

1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Primary, LLC (unless otherwise indicated). 2) Regulation D offerings (Rule 506(c)), which are offered only to accredited investors. These offerings are made through StartEngine Primary, LLC. 3) Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Capital, LLC. Some of these offerings are open to the general public, however there are important differences and risks.

Any securities offered on this website have not been recommended or approved by any federal or state securities commission or regulatory authority. StartEngine and its affiliates do not provide any investment advice or recommendation and do not provide any legal or tax advice with respect to any securities. All securities listed on this site are being offered by, and all information included on this site is the responsibility of, the applicable issuer of such securities. StartEngine does not verify the adequacy, accuracy or completeness of any information. Neither StartEngine nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy, or completeness of any information on this site or the use of information on this site. See additional general disclosures here.

By accessing this site and any pages on this site, you agree to be bound by our Terms of Use and Privacy Policy, as may be amended from time to time without notice or liability.

Canadian Investors

Investment opportunities posted and accessible through the site will not be offered to Canadian resident investors. Potential investors are strongly advised to consult their legal, tax and financial advisors before investing. The securities offered on this site are not offered in jurisdictions where public solicitation for offerings is not permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence.

California Investors Only – Do Not Sell My Personal Information (800-317-2200). StartEngine does not sell personal information. For all customer inquiries, please write to contact@startengine.com.

StartEngine Marketplace

The availability of company information does not indicate that the company has endorsed, supports, or otherwise participates with StartEngine.

None of the information displayed on or downloadable from www.startengine.com (the 'Website') represents a recommendation, offer, or solicitation of an offer to buy or sell any security. It also does not constitute an offer to provide investment advice or service. StartEngine does not (1) make any recommendations or otherwise advise on the merits or advisability of a particular investment or transaction, or (2) assist in the determination of fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services.

All investment opportunities are based on indicated interest from sellers and will need to be confirmed.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk. It should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks, and you should complete your own independent due diligence regarding the investment. This includes obtaining additional information about the company, opinions, financial projections, and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment.

StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC. StartEngine Bulletin Board ("SE BB") is a bulletin board platform that advertises interest in shares of private companies that previously executed Reg CF or Reg A offerings. SE BB enables shareholders to communicate interest in potential sales of shares in private companies and investors to discover, review, and potentially invest in private companies. As a bulletin board platform, SE BB provides a venue for investors to access information about private company offerings and connect with potential sellers. SE BB is distinct and separate from StartEngine Secondary (“SE Secondary”), which is an SEC-registered Alternative Trading System (ATS) operated by SE Primary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. While a security may be displayed on the bulletin board, these securities will be subject to certain restrictions which may prevent the ability to buy and sell these securities in a timely manner, if at all. Even if a security is qualified to be displayed on the bulletin board, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral.