Raiseform Terms of Service

Last updated May 6, 2024.

By participating in an offering process through Dealform LLC ("Raiseform"), you agree to these Terms of Service as a binding legal agreement (the "Agreement").

The Agreement is between Raiseform and you.

Raiseform is an escrow service offered online at https://www.raiseform.com (the "Website").

You are a person using Raiseform ("You" or "User").

Definitions

Offering: The process of a Company inviting Investors to invest, Investors sending Investments into Raiseform escrow, the Company conveying Ownership to Investors, and Raiseform disbursing payment to Company or returning funds to Investors, and all variations thereof.
Investor: The User responsible for sending Investments into Raiseform escrow, and receives Ownership from the Company in an Offering.
Disbursement: A transfer of funds from Raiseform escrow to the Company, initiated by Raiseform, as dictated by the terms of the Offering.
Instructions: The terms of the Offering as agreed by the Company and Investor at the beginning of the Offering process, based on the Offering agreements provided to Raiseform and confirmed by the parties.
Partner: A User that has been upgraded to a Partner account and continues to satisfy all requirements for a Partner account.
Ownership: The legal right to the specific form(s) of control described in the Instructions.
Investment: A transfer of funds from an Investor into Raiseform escrow, initiated by the Investor, intended to secure Ownership in the Company.
Company: The User responsible for conveying Ownership to the Investor(s) and receiving Disbursement(s) from Raiseform in an Offering.
Services: All escrow services and transaction management services provided by Raiseform to help you complete Offerings with other Users.
User: Any person with a Raiseform User Account.

1. Eligibility

By using Raiseform, you represent and warrant you:
1. are at least eighteen (18) years old;
2. are able to enter into contracts for yourself and, if you are representing an organization, also for that organization;
3. will only engage in lawful transactions between rightful owners;
4. will not violate any laws or regulations.

2. User Account

If you are eligible to use Raiseform, you may open a User Account through the Website.
There is no fee for opening an account.
You must provide true, complete, and up-to-date information.
Your account password is what protects your account from abuse. You are responsible for using a strong password, keeping your account password private and secure, and changing your password periodically. Raiseform isn't responsible if your password is compromised, or for any losses anyone might suffer as a result. Raiseform will help you reset your password at your request.
You must notify Raiseform immediately if you believe your account may be accessible by someone you have not authorized. If an account is being accessed by multiple parties, and a conflict arises about control or ownership of the account, Raiseform may suspend the account.
You must notify Raiseform immediately if you believe you may no longer satisfy all Eligibility requirements.
You may close your account at any time and for any reason. You may close your account through the Website, or by contacting Raiseform.
Raiseform may suspend your account at any time and for any reason, without providing notice of any kind.
Raiseform may delete data associated with closed/suspended accounts.
You authorize Raiseform to collect information about your account, including IP address and geolocation.
You authorize Raiseform to collect information about you, any organizations you represent, any persons or organizations you are associated with, etc.
You authorize Raiseform to use information collected about you and your account for risk analysis purposes, including sharing this information with third-party risk analysis services.
You agree to promptly answer questions and supply documentation as Raiseform requests.

3. Services

The Services are provided online.
Raiseform acts as the escrow agent in each Offering by confirming the Offering terms with both parties and holding the Investor's funds in a protected escrow account until the parties agree the Offering terms have been satisfied, after which Raiseform disburses funds to the Company, or until the buyer claims the Offering terms have been breached, and Raiseform agrees, after which Raiseform returns funds to the Investor.
Raiseform acts as the transaction manager in each Offering by helping the parties establish terms, make payment, monitor execution, and resolve disputes.
Raiseform is obligated to perform only those duties expressly described in this Agreement and the Instructions.

4. Escrow

Raiseform is an escrow service and all Offerings are escrow transactions. By choosing to conduct an Offering through Raiseform, you agree to participate in an escrow transaction, not an ordinary transaction. You appoint Raiseform as your escrow agent to make binding decisions on your behalf, and you relinquish any rights you might have to dispute Raiseform's decisions.
A dispute may be filed with Raiseform by one party to an Offering if it believes the other party violated the Instructions. A dispute may be filed for any of these reasons:
1. Ownership not conveyed.
2. Ownership differs significantly from what was described.
A dispute requires filing before the deadline to be considered valid. The disputing party agrees to file all disputes before the deadline specified in the Offering terms.
A dispute requires documentary evidence to be considered valid. The disputing party agrees to provide such evidence promptly after filing a dispute.
Raiseform has the duty and sole authority to act as the arbiter of any dispute between the parties of an Offering.
Raiseform will issue a formal decision in a dispute within thirty (30) days of collecting all necessary evidence.
If there is any conflict of terms between this Agreement and any Instructions, then the terms of this Agreement shall control first, the Offering agreement shall control second.
In the event that Raiseform is uncertain as to its duties or rights under this Agreement or any Instructions, or under any instruction, notice, or demand from a User, government agency, financial institution, or other third party, Raiseform may:
1. Consult with legal counsel. This may include staff attorneys of Raiseform, Raiseform, or may include outside counsel. Users hereby consent to Raiseform's action based upon the recommendations of legal counsel in order to act on behalf of both parties to the Offering;
2. Discharge its duties under this Agreement by depositing all funds with a court of competent jurisdiction by interpleader action;
3. Give notice of Raiseform's intent to resign as escrow agent. Within thirty (30) days of providing any such notice, Raiseform will return all fees associated with the Offering. Following any such notice, Users agree that Raiseform has discharged all of its duties under this Agreement. Upon payment of the escrow funds pursuant to this Agreement, Raiseform shall be fully released from any and all liability and obligations with respect to the escrow funds and the Offering.

5. Offering process

An Offering begins when a Company uses the Website to submit a form to "Open a Reg D escrow".
Clicking the Terms of Service agreement checkbox means you have "signed" this Agreement. If you engage in an Offering on behalf of an organization, you represent and warrant you have authority to sign this agreement on the organization's behalf. You must ensure your account information is always up-to-date for each Offering.
If your Offering is associated with any marketplace or marketplace, you authorize Raiseform to request information about your Offering from that entity, and you authorize that entity to provide such information.
When a document is uploaded for an Offering, and both the Company and Investor agree it is a signed agreement, that document becomes part of the Instructions and both parties are obligated by the terms of that agreement, except any specific terms that both parties agree have been waived.
Raiseform may rely upon any notice, demand, request, letter, certificate, agreement or any other document which purports to have been transmitted or signed by or on behalf of a User indicated as the sender or signatory thereof, and shall have no duty to make any inquiry or investigation.

6. User obligations

You must update your information if it changes.
You must contact Raiseform immediately if you believe:
1. The Investor, the Company, or Raiseform has committed an error in relation to an Offering.
2. There has been unauthorized use of the Website.
3. There has been unauthorized use of a bank account or wire transfer.
You agree that Raiseform is authorized to act as your agent in matters associated with your Offering(s).
You agree to follow Raiseform's escrow instructions.
You represent and warrant that all information you provide about your Offering to Raiseform, or any third party that Raiseform collects data from, will be accurate and complete.
You relinquish control of all funds you transfer into escrow with Raiseform, and authorize Raiseform to transfer those funds as dictated by this Agreement and any agreements between Company and Investor that are confirmed by Raiseform. You may not dispute or make efforts to reverse any transfer of funds to Raiseform.
Companies agree to provide complete and accurate details of what Ownership will be conveyed in an Offering.
Companies agree not to convey Ownership until instructed by Raiseform.
Completion of a funding target authorizes Raiseform to disburse the associated escrow funds to the Company, and collect the associated service fees for itself.
Both Company and Investor agree to accept Raiseform's decision on a disbursement as binding and final.

7. Partner Program

Raiseform offers a program (the "Partner Program") that enables participating marketplaces to benefit their users by collaborating with Raiseform for escrow services. In return, Partners will receive a share of the Raiseform service fees collected for these Offerings, subject to the terms outlined in this section.
Partners will receive 10% of all service fees that Raiseform collects on Offerings started by that Partner on behalf of a Company and Investor ("Service Fee Sharing"). Raiseform will transfer your share of service fees from a given month on the first business day of the following month, to the bank account you designate in your Raiseform account.
If you represent a marketplace for company offerings, you may request participation in the Program. By requesting participation, you represent and warrant that you are entering into this Program on behalf of the marketplace and have full legal authority to bind the marketplace to these terms and any related obligations. By participating, you affirm that such authority exists and agree that Raiseform may rely on your representation without further verification.
Partners must:
1. Maintain compliance with all applicable laws and regulations, including tax reporting requirements.
2. Avoid any activities that could harm Raiseform's reputation or operations.
3. Start Offerings through their designated Raiseform account.
4. Maintain accurate bank account information in their Raiseform account.
We reserve the right to modify or terminate the Program, or your participation in the Program, including the Service Fee Sharing, at any time and for any reason. Regardless, you will continue receiving Service Fee Sharing on Offerings already started by you, at the rate dictated when you started the Offering.
Any modifications to these terms will be communicated to Partners via email or through updates to these Terms of Service. Continued participation in the Program after any modifications constitutes acceptance of the modified terms. Either party may terminate participation in the Program with 30 days' written notice.
We are not liable for any indirect, incidental, special, or consequential damages arising from participation in the Program. Our aggregate liability under this Program will not exceed the total service fee share paid to the Partner in the three months preceding any claim.

8. Bank accounts

You may link bank accounts to your Raiseform account as "bank accounts". By linking a bank account, you represent and warrant that you are the account holder or are authorized by the account holder to use it. By linking a bank account, you authorize Raiseform and its authorized agents to use the bank account to deposit and withdraw funds from your account as described by this agreement, and to correct any errors that might arise.
When you link a bank account, you authorize Raiseform to make a deposit of $0.01 for the purpose of allowing you to "verify" your ownership of the bank account (these withdrawals will be refunded within 7 days).
By linking a bank account, you authorize Raiseform and its authorized agents to use your bank account(s) to deposit and withdraw funds from your accounts as necessary to satisfy the terms of this Agreement and your own agreement(s), and to correct any errors that might arise.
You agree to provide accurate bank account information. You agree Raiseform is not liable for loss of funds resulting from your entry of inaccurate bank account information.

9. Data usage

Raiseform will not sell your identity, company details, or any other identifying information to any third parties.
Raiseform may delete any user-submitted data after 1 year, or earlier if we believe it poses a privacy or security risk. For example, we may delete user-submitted bank account data at any time if we believe it will not be used.
Raiseform may use your comments about Raiseform for internal and/or marketing purposes. Raiseform may also use your de-identified data for research and publication.

10. E-signatures

As part of the Services, you may be invited to sign documents by providing an electronic signature in conformity with 15 U.S. Code § 7001 et seq. You agree any such signatures are binding under law to the same degree as any paper signature.

11. Service fee

Raiseform's service fee is $2k + $200 /investor.
The service fee is earned when escrowed funds leave escrow, either being disbursed to the Company on success, or returned to the Investor after a successful dispute.
The service fee is collected from the Offering's funds.
The service fee is non-refundable.
The service fee may change over time at Raiseform's discretion. The current service fee is always displayed on the Website pricing page.

12. Amendments

Changes to this agreement will be effective when they are published on the Website Terms of Service page.

13. Arbitration

To avoid the expense and duration of litigation, any controversy or claim relating to this agreement will be settled by documents-only arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on any arbitration award may be entered in any court having jurisdiction over any party subject to enforcement of the judgment.
In the event of any arbitration or litigation, the prevailing prevailing party will be entitled to reimbursement of fees and reasonable costs relating to the action.

14. Assignment

Raiseform may assign this Agreement to any current or future affiliated company and to any successor in interest. Raiseform also may delegate certain of its rights and responsibilities under the Agreement to independent contractors or other third parties.
You may not assign this Agreement to any other person or organization, and your right to use the Services may not be sold or transferred to any other person or organization, without the prior written consent of Raiseform. Any assignment or transfer in violation of this provision shall be null and void.

15. Assistance

You agree provide any and all reasonable assistance and documentation to Raiseform for the purpose of investigating and verifying payment obligations and funds transfers.
You agree and are willing to attest that Raiseform's involvement in your Offering took place entirely within the jurisdiction of Delaware.

16. Confidentiality

Raiseform uses a variety of security mechanisms to maintain the confidentiality of you and your Offering(s), including:
1. All website traffic is encrypted with Transport Layer Security (TLS). All uploaded documents, as well as sensitive data like bank account details are encrypted.
2. All payment information that is submitted to Raiseform is transferred and stored via encrypted methods to ensure that no outside party is able to access User's personal billing or payment data.
3. Raiseform uses strict internal protocols designed to prevent any unauthorized party, including non-essential employees of Raiseform, from accessing, retaining, or distributing your information.
Raiseform does not transfer or sell any data about you or your Offering(s) or any data that has not had all personal information stripped from it.
You acknowledge that no information transmitted over the internet can ever be considered one hundred percent (100%) secure, and you agree to indemnify Raiseform, its agents, officers, shareholders, and subsidiaries against any loss consequent to a breach of security, not to include criminal acts or gross negligence.

17. Disclaimers

You agree the Services do not ensure compliance with federal, state or local law. You agree it is your responsibility to make all determinations regarding the legality of the your Offering(s).
You agree the Services are provided on a strictly "as is" and "as available" basis. Raiseform makes no warranty that the Services will meet your requirements, or that the Services or the Website will be uninterrupted, timely, or error free.
Raiseform expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Raiseform shall not be liable or responsible for those guarantees, warranties and representations, if any, offered by any Company. No statement from Raiseform, whether written or oral, shall create any warranty not expressly made in this Agreement.
In no event will Raiseform be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond Raiseform's control due to force majeure.

18. Entire agreement

This agreement is the entire agreement between Raiseform and you. It supersedes any prior agreements, representations, and understandings.

19. Hold harmless

You agree to indemnify, defend, and hold harmless Raiseform if you use Raiseform in violation of this Agreement, your own Offering agreement(s), or any laws or regulations.
Yyou agree to indemnify, defend, and hold harmless Raiseform for any loss suffered that is not within the scope of Raiseform's limited fiduciary duty as escrow agent in your Offering(s).

20. Jurisdiction

Raiseform is registered in the State of Delaware. You agree that this agreement has been formed in Delaware, will be executed in Delaware, and is subject only to the laws of Delaware.
You disclaim any jurisdiction of the state where you live or conduct business for purposes of any litigation or other legal action, including diversity suit.

21. Liability

You assume any and all of the legal costs and civil liabilities associated with any breach of this agreement, and understand that you may be held civilly liable to Raiseform for any harm suffered by Raiseform, its employees, officers, or agents for your wrongful act(s).
Raiseform is not liable for any damages in excess of the total service fees on your Offering or, if you have no Offering, one thousand dollars ($1,000.00).
Raiseform shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct.

22. Limitations

Raiseform will not facilitate any Offering that is unlawful, or associated with any activity that might be unlawful.
Raiseform is not liable for any fees your bank might charge you in relation to incoming or outgoing funds transfers, or any other fees.
Raiseform is not liable for collection or payment of any taxes (such as sales, income, or property tax) or levies imposed upon you as a consequence of using these Services.
Raiseform is not liable for your loss of privacy if compelled by warrant to share user information.
You are not eligible to earn interest or other credit for funds you pay into escrow with Raiseform.
Raiseform may refuse to provide you with services at any time, for any reason.

23. Modifications

Raiseform reserves the right to change this Agreement at any time, without prior notice, provided that no such change will apply to an Offering already in progress or complete. The most recent version of this Agreement will be located on the Website Terms of Service page.

24. Notices

Any notice to you will be provided by email to the last email address you provided through the Website, and/or by a general posting on the Website, and will be effective when sent or posted.
Any notice to Raiseform will be effective when delivered to the email address posted on the support page of the Website.

25. Severability

If some particular aspect of this Agreement is not enforceable, that particular aspect will be ignored and the remainder considered valid.

26. Survivability

Even if this Agreement is terminated, you agree that the following sections remain valid:
1. Assistance
2. Limitations
3. Severability
4. Waiver

27. Term

This Agreement begins when you open a Raiseform account, and it is renewed when you start or join an Offering process.
This Agreement continues until your account has been closed or suspended, and all obligations under this agreement have been satisfied.

28. Waiver

If Raiseform does not immediately take action on a violation of this Agreement, that does not mean it is giving up any rights under this Agreement, and may take action later.