Terms of Service

TERMS AND CONDITIONS OF USE

Welcome to Thunder Funder Portal LLC (the “Company”), a funding portal member of the Financial Industry Regulatory Authority (“FINRA”) that facilitates securities offerings made in reliance on Regulation Crowdfunding (“Reg CF”) under the Securities Act of 1933. By accessing or using the Thunder Funder platform at invest.thunderfunder.com (the “Platform”), you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy. Please read them carefully.

1. The Platform and Our Services

1.1 Overview. The Platform operates as an online funding portal that permits eligible issuers to market and sell securities to investors in offerings conducted pursuant to Reg CF. The Company’s activities are limited to those permitted under the Securities Exchange Act of 1934 and FINRA’s Funding Portal Rules.

1.2 Permitted Activities. On the Platform, the Company may:

Determine whether and under what terms to allow issuers to offer and sell securities through the Platform in reliance on Reg CF.
Apply objective criteria to highlight issuers and offerings, provided the criteria are reasonably designed to highlight a broad selection of issuers, are applied consistently, and do not involve special compensation.
Provide communication channels to facilitate discussions about offerings among investors and between investors and issuers.
Advise issuers on the structure, content, and preparation of offering documentation in compliance with Reg CF.
Compensate others for referring persons to the Platform, subject to conditions.
Advertise the existence of the Platform and identify available offerings, subject to conditions.
Deny access to the Platform or cancel offerings in accordance with Reg CF.
Accept investment commitments, direct investors on transmitting funds, and direct release of offering proceeds or return of funds to investors.

1.3 Prohibited Activities. The Company will not:

Offer investment advice or recommendations
Solicit purchases, sales or offers to buy securities offered on the Platform
Compensate promoters for soliciting investments
Hold, manage, possess or otherwise handle investor funds or securities
Engage in any other activities prohibited for funding portals under Reg CF

2. Privacy and Security

The Company takes data privacy and security extremely seriously. Please review our Privacy Policy for details on how we collect, use, share and protect personal information. We use robust technical, operational and organizational safeguards to secure the Platform and any data entrusted to us.

3. User Accounts and Eligibility

3.1 Account Creation. To access certain services on the Platform, including making investment commitments, you must create an account and complete our identity verification process. You represent that all information provided is accurate and up-to-date.

3.2 Investor Eligibility. The Company will conduct an investor qualification process to confirm your eligibility and applicable investment limits under Reg CF based on your income, net worth, and accreditation status. Non-accredited investors are subject to investment limits across all Reg CF offerings.

3.3 Issuer Eligibility. The Company will conduct due diligence on all prospective issuers seeking to offer securities on the Platform to establish a reasonable basis for believing the issuer is complying with Reg CF. The Company may deny access to any issuer at its sole discretion.

4. Regulation Crowdfunding Offerings

4.1 Offering Materials. For each offering listed on the Platform, the Company will provide access to the issuer’s Form C filing with the SEC, including disclosures on the business, team, use of proceeds, risk factors, and more. Issuers must also provide financial statements.

4.2 Investment Process. If you decide to invest, you can make an investment commitment through the Platform. Your funds will be held in escrow until the offering is completed successfully. You may cancel your commitment up to 48 hours before the deadline.

4.3 Issuer Communications. The Platform provides communication channels for discussions about offerings. Any person promoting an offering who receives compensation must prominently disclose that fact and their status as a promoter.

4.4 Post-Investment. If an offering is successful, your funds are released to the issuer. The issuer must then provide annual reports on its operations and financial performance, which will be made available on the Platform.

5. Investor Education

The Company is committed to promoting investor education on Reg CF offerings. Please review our Educational Materials covering topics such as:

The investment process and risks of Reg CF investing
Types of securities offered and associated risks
Investment limits and cancellation rights
Issuer disclosure and reporting requirements
Restrictions on resale of Reg CF securities
Considering whether these investments are appropriate for your situation

6. Issuer Requirements

6.1 Issuer Representations. By offering securities on the Platform, each issuer represents and warrants that:

It is conducting the offering in full compliance with Reg CF and other applicable laws
The disclosure documents, including Form C, are complete, accurate and not misleading
It will maintain accurate records of securities holders
It will comply with annual reporting requirements post-offering

6.2 Due Diligence. The Company conducts a comprehensive due diligence review of each prospective issuer, including:

Background checks on the issuer, officers, directors and major shareholders
Review of organizational documents, financial statements and material contracts
Assessment of the issuer’s business plan, use of funds, and risk factors
Analysis of the issuer’s intellectual property and legal compliance
Evaluation of the issuer’s management team, capabilities and integrity

6.3 Issuer Approval. The Company must provide written approval before an issuer’s offering can be listed on the Platform. The Company may deny or remove any issuer that fails its due diligence review or raises investor protection concerns.

7. Compensation and Promoters

7.1 Company Compensation. The Company is compensated by issuers for hosting offerings on the Platform. This compensation typically consists of a percentage fee based on the total amount raised in an offering, up to a maximum of 7.5%.

7.2 Promoter Disclosure. Any person promoting an issuer’s offering who receives compensation, or any founder or employee of an issuer engaged in promotional activities on the Platform, must prominently disclose:

(1) The receipt of compensation for such promotional activities; and

(2) Their status as a promoter for the issuer.

8. Prohibited Activities

8.1 Impermissible Conduct. You agree not to violate or attempt to violate any security measures on the Platform, including attempting to probe, scan or test for vulnerabilities, breaching authentication or authorization measures, interfering with service to any user, host or network, or misusing any part of the Platform.

8.2 Conflicts of Interest. The Company’s directors, officers and similar persons are prohibited from having a financial interest in any issuer with an offering listed on the Platform, except for holding the same class of securities as investors as permitted under Reg CF.

9. Intellectual Property

The Platform and its entire contents, features and functionality are owned by the Company and are protected by copyright, trademark, patent, trade secret and other intellectual property rights. No portion may be reproduced or used except as expressly permitted in these Terms.

10. Third-Party Services

The Platform may contain links to third-party websites or resources. The Company is not responsible for the availability, content or practices of any third-party service. You expressly acknowledge your use of such services is at your own risk.

11. Termination

The Company may suspend or terminate your access to the Platform at any time for any reason, including any use in violation of these Terms. Upon termination, your right to use the Platform will immediately cease.

12. Disclaimers

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR INFORMATION ON THE PLATFORM RELATED TO OFFERINGS, ISSUERS, OR THIRD PARTIES.

YOU ARE SOLELY RESPONSIBLE FOR ANY INVESTMENT DECISIONS MADE IN CONNECTION WITH THE PLATFORM. INVESTMENTS INVOLVE RISK AND YOU SHOULD CONDUCT YOUR OWN ANALYSIS BEFORE MAKING ANY INVESTMENT COMMITMENT.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR THESE TERMS. THE COMPANY’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE PRECEDING 12 MONTHS, IF ANY.

14. Indemnification

You agree to indemnify, defend and hold the Company harmless from any claims, losses, liabilities, damages, fees, expenses and costs arising from or related to (a) your use of the Platform; (b) your violation of these Terms; or (c) your violation of any rights of any third party.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute arising out of or related to these Terms or your use of the Platform shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its rules. The arbitration will be conducted in Miami, Florida.

16. Modifications

The Company may revise these Terms at any time by updating this page. Your continued use of the Platform after any changes constitutes acceptance of the new Terms.

17. Miscellaneous

These Terms, together with the Privacy Policy and any other legal notices on the Platform, constitute the entire agreement between you and the Company regarding your use of the Platform. Our failure to exercise or enforce any provision of these Terms shall not waive that provision. If any part of these Terms is deemed unlawful or unenforceable, it will not affect the validity of the remaining provisions.