Terms of Use


www.FundingWonder.com (the “Site”) is a website owned by Funding Wonder Inc., and is operated with its wholly-owned subsidiary, Funding Wonder Crowd LLC (“Funding Wonder Crowd”) (collectively, “Funding Wonder,” “us,” “our” or “we”).  Funding Wonder Crowd is a funding portal registered with the US Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority Inc. (“FINRA”). Funding Wonder Inc. is not a registered broker-dealer or registered investment adviser. We do not provide financial advice or investment recommendations; any information or representations made on the Site do not constitute investment advice.

Funding Wonder provides this Site to you (“you”, “your” or “user”) under the following terms and conditions (“Terms of Use”). Our Privacy Policy, which explains how we collect and use information from visitors to our Site, is incorporated by reference in these Terms of Use. By using our Site in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by these Terms of Use, our Privacy Policy and any other rules, policies or procedures that may be published by us from time to time on the Site, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you.

All offerings on this Site are made pursuant to Regulation Crowdfunding promulgated pursuant to the Jumpstart Our Business Startups Act of 2012, known as the JOBS Act.  These offerings are available to all investors who are eighteen (18) years of age or older subject to certain investment limits described below.

Account Registration

All offering information is available to the public exclusively on our Site.  In order to post comments on the Site, make an investment, or post an offering you must register to create an account (“Account”). This Site is intended solely for users who are 18 years of age or older, and any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Site, you represent and warrant that you are 18 or older and are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. You must complete the registration process by providing us with current, complete and accurate information. You will also choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. You agree to notify Funding Wonder immediately of any unauthorized use of your Account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You agree that you shall be solely responsible for any loss or consequences resulting from activities attributed to your Account, either authorized or unauthorized.

You agree that your Account will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Account. Although the Site may provide data, information or content provided by other parties relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or are commendation to invest in any offering posted on the Site. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of complete loss of your principal. You are strongly advised to consult a licensed professional for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or analysis.

The Site permits authorized users to solicit, post offers, sell, advertise, bid and invest online. Site users are expressly prohibited from: (a) using the Site, or any services and or tools if you are not able to form legally binding contracts, are under the age of 18 or are temporarily, or indefinitely, suspended from using the Site, services or any tools; (b) collecting information about other users’ personal information; (c) interfering with any offering by a Business Borrower; and (d) posting false, inaccurate, misleading, defamatory, or libelous content. Funding Wonder may, in its sole discretion, refuse to allow any person or entity to use the Site and may change its eligibility criteria at any time. We reserve the right to suspend or terminate your access to the Site at any time and for any reason including your misrepresentation of information or abuse of information. Use of this Site is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify Funding Wonder for violations of this Agreement.

Registration Information

Investor

Investors are subject to certain limitations to balance the risk that typically comes along with small business lending.  Specifically, Regulation Crowdfunding limits the amount individual investors may invest across securities offered under Regulation Crowdfunding over a trailing 12-month period.  The limitations are as follows:

If the investor’s annual income or net worth is less than $100,000, then an investor may invest the greater of:

  • $2,000 across all securities offered under Regulation Crowdfunding over the trailing 12-month period and
  • 5% of the lesser of their annual income or net worth across all securities offered under Regulation Crowdfunding over the trailing 12-month period.

If the investor’s annual income and net worth are at least $100,000, then an investor may invest the lesser of:

  • 10% of their annual income across all securities offered under Regulation Crowdfunding over the trailing 12-month period and
  • 10% of their net worth across all securities offered under Regulation Crowdfunding over the trailing 12-month period.

Furthermore, for any 12-month period, the aggregate amount of securities sold to an investor through all crowdfunding offerings may not exceed $100,000.  The SEC provides examples of how to calculate your investment limit – available here – https://www.sec.gov/oiea/investor-alerts-bulletins/ib_crowdfunding.html.

Business Borrower

Each Business Borrower is solely responsible for ensuring that its securities offering, including use of the Site to offer and sell securities, complies with applicable state and Federal laws, rules and regulations. Each Business Borrower is solely responsible for the material it posts on this Site and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made; and (iii) it understands that any false, incomplete or misleading information it posts about an offering may result in serious legal and criminal liability. The Site and its users are entitled to rely upon any representations made by each Business Borrower. Each Business Borrower agrees to enter into a separate agreement which will govern the terms of its offering.

BUSINESS BORROWERS ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE FEDERAL AND STATE LAWS. FUNDING WONDER IS NOT LIABLE OR RESPONSIBLE FOR COMPLIANCE WITH ANY OTHER FEDERAL OR STATE REQUIREMENTS RELATED TO AN OFFERING OTHER THAN THOSE APPLICABLE TO REGISTERED FUNDING PORTALS.

Securities Restrictions

Investment opportunities on the Site are only intended for investors who are able to bear the loss of the entire amount of their entire investment. Investors are responsible for conducting any legal, accounting or due diligence review. Investment products are not FDIC insured, may lose value, and are not guaranteed. Funding Wonder conducts due diligence as required under Regulation Crowdfunding sufficient to form a reasonable basis for believing that an issuer complies with Regulation Crowdfunding and the requirements for an exempt offering under the statutory crowdfunding exemption and Funding Wonder applies its own criteria in assessing applications by Business Borrowers to list their offerings on our Site. Funding Wonder does not make recommendations or provide investment advice.  Investors must conduct their own due diligence of a Business Borrower and its offering and must verify all information on their own when making investment decisions. Funding Wonder does not, and cannot, guarantee that any content on the Site is accurate or complete. Furthermore, you cannot have any expectation that Funding Wonder evaluates, confirms, endorses, or otherwise stands behind any Site content provided by any Business Borrower. Funding Wonder is not qualified to provide legal, accounting or investment advice, and no information provided to you by Funding Wonder, its staff or its affiliates, can be so construed.

By using our Site, you agree and acknowledge in each instance that Funding Wonder is not a party, a beneficiary, an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an investor and a Business Borrower. Funding Wonder shall not be held liable to any party for any costs or damages arising out of or related to such transaction.

The securities will not have a public trading market and, except in limited circumstances, will be subject to a holding period of one year. There may be little or no ability to sell the security even after the one-year holding period.

The securities being offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance, among other exemptions, on the exemptive provisions under Regulation Crowdfunding under the Securities Act and corresponding exemptions from securities registration or qualification requirements under applicable state securities laws. No governmental agency has reviewed the offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. These securities are subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their securities. Investing in securities involves risk, and investors should be able to bear the loss of their investment. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the investors to be made to the Site and Business Borrowers on the Site in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by a Business Borrower in selling the securities might not be available and substantial liability to such Business Borrower would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in unregistered securities. Funding Wonder does not hold or handle investor funds, nor process any payments. A third-party independent escrow agent will hold or handle investor funds, and payments will be processed by an independent third-party.

General Guidelines

You represent and warrant that all information that you provide to Funding Wonder or through the Site is accurate, compete and truthful. You acknowledge and agree that Funding Wonder and its agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification.

You are prohibited from posting or transmitting any material on or through the Site that, in Funding Wonder’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Funding Wonder will fully cooperate with any law enforcement authorities or court order requesting or directing Funding Wonder to disclose the identity of anyone posting any such information or materials on the Site.

Funding Wonder may provide due diligence and credit analysis as part of its posting process; however, the provision of any such information is intended to be informative and each prospective investor must form their own opinion regarding the creditworthiness of a borrower and undertake its own research, analysis and assessment of each borrower for each loan, and seek its independent financial advice. The posting of any offering on the Site is not a recommendation to invest. Funding Wonder’s principal role is to perform administrative functions on behalf of borrowers and lenders in order to provide a streamlined process for the parties to independently connect. Funding Wonder accepts no responsibility, makes no representations or otherwise guarantees in any way the likelihood of a borrower meeting its financial obligations to investors.

Digital Millennium Copyright Notice

We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright(s) owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:

  • A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
  • Identification of the copyrights(s) claimed to have been infringed;
  • Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
  • Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
  • A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
  • A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), Funding Wonder’s Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.

Designated Agent for Claimed Infringement:
Funding Wonder, Inc. d/b/a www.FundingWonder.com
Postal Address: 175 SW 7th Street, Suite 1800, Miami, FL 33130
E-mail address: agent@fundingwonder.com

You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

Please note that this procedure is exclusively for notifying Funding Wonder and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to agent@fundingwonder.com. Funding Wonder may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.

Intellectual Property

All content and images on the Site are either the property of, or used with permission by Funding Wonder. The use of the content or images by you or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. By providing content on the Site, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses your content on the Site. No compensation will be paid with respect to our use of such content. Funding Wonder neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned or affiliated with Funding Wonder.

The trademarks, logo and slogans displayed on the Site including the mark “Funding Wonder”, (collectively the “Trademarks”) are owned by Funding Wonder and others. Nothing on this Site should be construed as granting any license or right to use the Trademarks without written permission of Funding Wonder or such third party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited. You are advised that Funding Wonder will aggressively enforce its intellectual property rights to the fullest extent of the law.

Communications

You agree that Funding Wonder will send communications to you electronically via the email address provided by you on your Account. You agree to notify us of any changes in your address or contact details. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of an electronic version of documents fully satisfies any requirement that such documents be provided in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.

You agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

You agree that any information that you transmit to the Site or Funding Wonder in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc., other than Personally Identifiable Information as defined in Privacy Policy, is non-confidential and non-proprietary and can be used by Funding Wonder or its affiliates for any purpose as described in the Privacy Policy. Funding Wonder is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site of the Funding Wonder for any purpose.

Change or Termination

We may, without prior notice, change the Site, stop providing the Site, applications or services. We may permanently or temporarily terminate or suspend your account access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. Upon termination of these Terms of Use or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Note that information about pending offerings will remain fully open to public view as required by Regulation Crowdfunding.  Funding Wonder reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Funding Wonder does not undertake any obligation or responsibility to update or amend any such information. You agree that Funding Wonder and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Disclaimer of Liability

Your use of the Site is at your own risk. Neither Funding Wonder nor any other party involved in creating, producing, or delivering the Site shall be liable for any direct, incidental, consequential, indirect or punitive damages arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

Funding Wonder assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any content or information provided on this Site is true, correct, complete or viable.

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

US Jurisdiction

The Site is made available only to U.S. Persons as defined in Rule 902(k) of Regulation S under the Securities Act. The Regulation Crowdfunding offerings posted on the Site are not directed at, nor intended for purchase or investment by, any person or entity in any jurisdiction or country where the publication or availability of the Site or such distributions or use would violate local laws or regulations. If you choose to access information or offerings on this Site, it is your responsibility to comply with the applicable local, national or international laws. If you are a non-U.S. Person, any use of this Site is entirely at your own risk.

Explanation: “U.S. Persons” are defined as U.S. residents or citizens, U.S. companies, and persons living in the U.S. regardless of nationality, or U.S. residents living abroad (Rule 902(k)). “Non-U.S. Persons” are all others.

The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this Site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. The securities described on this Site are not registered under the Securities Act.

Governing Law

These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of Florida applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Dispute Resolution

In the event of any claim, controversy or alleged dispute between you and Funding Wonder, its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”) to be held in Miami, Florida, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one (1) year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.

In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Funding Wonder. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Funding Wonder, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Funding Wonder’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Miami-Dade County, Florida, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Miami-Dade County, Florida, United States of America. Each party hereby waives any claim that such venue is improper or inconvenient.

Indemnification

You agree to indemnify, defend and hold Funding Wonder and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from any breach or violation of these Terms of Use by you or arising from your use of the Site.

Funding Wonder 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 Funding Wonder in the defense of any such claim, action, settlement or compromise negotiations, as requested by Funding Wonder.

Notification Procedures

We may provide notifications, including those regarding modifications to these Terms of Use, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice or through posting of such notice on our Site, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to visitors. Note that you may opt out of certain means of notification as described in these Terms of Use. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provided to us.

General

The failure of Funding Wonder to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Funding Wonder. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

Miscellaneous

Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. In the event that any provision of these Terms of Use, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of these Terms of Use will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of these Terms of Use with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

These Terms of Use contain the entire understanding between you and Funding Wonder relating to the Site and Funding Wonder’s services, except for the Business Borrower Agreement. If there is any contradiction or conflict between these Terms and the Business Borrower Agreement, the Business Borrower Agreement shall take precedence in relation to the specific aspects of the Site.

These Terms of Use were last updated on August 17, 2016.