About these Terms
These Terms of Service are between you and Issuance, Inc. ("Issuance," "we," or "us"). They cover issuance.com, invest.issuance.com, and related investment interfaces, accounts, and issuer services operated by Issuance that present or link to these Terms (the "Services").
Account and transaction features may require you to expressly accept these Terms and additional agreements. Read each document before accepting. A separate software license, issuer agreement, subscription agreement, payment agreement, or electronic-delivery agreement controls over these general Terms for the subject it specifically addresses, subject to applicable law.
Our Privacy Policy describes information practices. It does not replace a separate consent required by law. An issuer, broker-dealer, or other provider may have its own agreements and notices governing its relationship with you.
Issuance's role
Issuance provides software used by companies raising capital under Regulation A and Rule 506(b) or 506(c) of Regulation D. Issuance is not a registered broker-dealer, investment adviser, or funding portal. Issuers offer their own securities; our technology supports their offering operations, investor onboarding, documents, payments, and related workflows.
We do not provide investment recommendations or personalized investment, legal, or tax advice. A company using our software, a customer story, or a displayed status is not an endorsement of an issuer or a recommendation to invest. Technical support does not replace advice from your own qualified advisers.
Regulation Crowdfunding services are provided through our separate subsidiary, Jumpstart Micro, Inc. d.b.a. Issuance Express, a registered funding portal. Those services are governed by the applicable Issuance Express agreements and notices. These Terms do not replace them.
Eligibility and account security
You must be at least 18 and legally able to enter binding agreements to open an account. If you act for a company, trust, or another person, you must have authority to do so. Access to the Services does not establish eligibility for an investment or permit activity prohibited where you live.
Provide accurate, complete information and keep your contact, identity, financial, and account details current. Use only accounts and information you are authorized to access. Keep credentials secure, follow applicable access restrictions, and promptly report suspected unauthorized activity to support@issuance.com.
We may request information needed to provide the Services and restrict access when required information is missing, security is at risk, or use would violate applicable law or an agreement.
Verification and investment decisions
The platform can collect identity and financial information, request documents or attestations, initiate checks through verification providers, and display screening results. These functions support know-your-customer (KYC), anti-money-laundering (AML), accreditation, and other checks required for the particular offering.
The issuer or its engaged broker-dealer, as applicable, reviews AML/KYC and eligibility information and makes the relevant decisions under the offering's arrangements. Final acceptance of an investment rests with the issuer and any engaged broker-dealer according to their respective roles. Issuance's collection, processing, or display of information does not constitute that acceptance.
Eligibility requirements differ among offerings. Accredited-investor status, investment limits, and required verification depend on the exemption, applicable law, and offering terms. Additional information or review may be needed even after an automated check returns a result. Each participant remains responsible for its own legal obligations.
Offering documents and investment risk
Before making an investment, read the issuer's offering circular or other offering memorandum, subscription agreement, risk factors, and updates. Those documents describe the security, price, conditions, investor rights, and issuer obligations. Summaries, marketing materials, projections, and account displays do not replace them.
Investments can involve substantial risk, including loss of your entire investment, dilution, limited information, and restrictions on resale. A trading market may never develop, and you may need to hold securities indefinitely. Review the risks for the specific security and consider whether you can bear the loss.
An account registration, expression of interest, signed submission, payment initiation, or automated confirmation does not by itself establish that an investment has been accepted or securities issued. Completion depends on the offering conditions, required review, documents, and payment processing.
We do not guarantee an allocation, a successful capital raise, an issuer's performance, or any investment return. An issuer's use of the Services does not imply regulatory approval of its offering.
Payments, cancellations, and fees
Available payment methods, payment authorizations, disbursement conditions, and any escrow or custody arrangements depend on the offering and its agreements. Escrow is available for some arrangements; it is not a standard feature of every Regulation A or Regulation D transaction.
Cancellation, withdrawal, rejection, offering changes, and returns of funds follow applicable law and the relevant offering and subscription documents. Review those documents for deadlines and procedures. Direct investment decisions and cancellation requests to the issuer or engaged broker-dealer identified in your transaction materials; contact Issuance support for technical assistance.
Applicable service and transaction agreements describe fees, charges, and payment obligations. These Terms do not establish a separate fee schedule or change a fee already agreed in another contract. Payment or refund timing can depend on the selected provider and banking process.
Issuer and business use
Issuer and enterprise services are subject to the applicable license or service agreement. A demo, inquiry, or application does not guarantee service acceptance, a launch date, or fundraising results.
Issuers and their authorized teams are responsible for their offering materials, required filings, communications, investor relationships, and compliance with the rules applicable to their offering. This includes restrictions on promotion, access to offering materials, investor eligibility, and required professional review. Issuance's tools do not replace securities counsel, a broker-dealer where engaged or required, or other responsible professionals.
Keep submitted materials accurate and current, identify material changes promptly, and ensure you have the rights and permissions needed to provide content and personal information. Assign access only to authorized personnel and use investor information consistently with applicable notices, agreements, and law.
Electronic records and communications
The Services support electronic records, signatures, and communications. Separate electronic-delivery disclosures and consent describe the applicable requirements and any withdrawal procedures. These Terms do not substitute for that process.
Keep your email address current and promptly review account messages and transaction documents. Contact support if you cannot access a required record. Retain copies of your agreements and important communications.
Marketing email and text preferences are separate from necessary account, security, service, and transaction messages. Accepting these Terms does not by itself provide consent to marketing calls or texts.
Content and acceptable use
You retain ownership of content you submit. You grant us a nonexclusive right to host, process, reproduce, display, and share it as reasonably necessary to provide the Services, follow authorized instructions, and meet applicable legal obligations. This permission does not make private account records public.
Use the Services lawfully. You must not:
- Submit false information, impersonate another person, commit fraud, or evade verification or access restrictions.
- Access accounts or private information without authorization, interfere with availability, introduce malicious code, or bypass security controls.
- Upload unlawful or infringing content, misuse investor information, or send unauthorized promotions.
- Extract content through automated means that violate rights, bypass restrictions, or disrupt the Services.
Report suspected misuse or a security issue to support without sending passwords or complete identity or payment documents in ordinary email.
Our materials and third-party services
The Services' software, design, branding, and other protected materials belong to us or their respective owners. You may use them for legitimate access to the Services and authorized business purposes under your agreement. You may retain your offering documents and transaction records. These Terms do not transfer ownership or authorize unrelated use of another person's marks or protected content.
Payment, verification, media, and other providers may impose separate terms. Links and integrations do not constitute endorsement. Provider terms govern the relevant relationship without reducing our own obligations. Report suspected infringement to support with enough information to identify the work and disputed material.
Availability and account closure
We may maintain, update, or change features, subject to applicable service agreements. We may restrict access for security, suspected misuse, legal requirements, or a material breach. Where appropriate and legally permitted, we will give notice of an account restriction.
You may request account closure through support. Closure does not cancel an investment, transfer securities, eliminate outstanding obligations, or require removal of records that must be retained. Access to required records and handling of pending activity remain subject to applicable law and agreements. Provisions that by their nature continue after closure, including intellectual property, payment obligations, and dispute provisions, remain applicable.
Service limitations
To the extent permitted by law and except for commitments in an applicable separate agreement, the Services are provided "as is" and "as available," without implied warranties of merchantability, fitness for a particular purpose, or noninfringement. We do not guarantee uninterrupted availability, error-free operation, or the accuracy of information supplied by another party.
These limitations do not excuse our own obligations or exclude duties that cannot lawfully be disclaimed. Issuer and third-party information remains subject to applicable disclosure and antifraud requirements. Notify us of suspected errors so they can be reviewed or directed to the responsible party.
Liability and third-party claims
To the extent permitted by law, we and our officers and employees are not liable for indirect, incidental, special, consequential, or punitive damages arising from use of the Services. This exclusion does not limit liability for fraud, gross negligence, willful misconduct, or breach of duties or rights that cannot be excluded under applicable law, including federal or state securities laws. It does not waive any nonwaivable investor remedy.
You agree to reimburse us for losses and reasonable defense costs arising from a third-party claim caused by your unlawful content, intentional misuse of the Services, or knowing violation of another person's rights. This obligation does not cover losses caused by our own breach, negligence, or misconduct. We will give prompt notice and a reasonable opportunity to participate in the defense; no settlement may impose an obligation on you without your consent.
Governing law and disputes
Except where applicable law requires otherwise, California law governs these Terms without regard to conflict-of-law principles. Courts with appropriate jurisdiction located in the City and County of Los Angeles, California, will hear disputes arising from these Terms, subject to any forum or other right required by applicable law or regulatory rules.
Nothing in these Terms prevents contact or cooperation with a regulator or law enforcement. Nothing waives protections or remedies that applicable securities, privacy, consumer-protection, or other law makes nonwaivable.
Updates and contact
Updates will identify their effective date. We will provide notice or seek renewed acceptance where required by law or the applicable agreement. A posted revision does not retroactively change an accepted investment agreement or eliminate accrued rights.
If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. A delay in enforcement does not waive a provision. These Terms and the agreements expressly accepted for a service govern that service, subject to mandatory law.
For questions, account assistance, or complaints, contact Issuance, Inc. at support@issuance.com.