Loose Tooth Industries, Inc. operates Fig.co (“Fig,” “us,” “our” or “we”), a technology platform (“Platform” or “Site”) that permits (i) prospective investors to independently search and invest in investment opportunities (each, an “Investment Opportunity”) on the Site and (ii) persons to support game development by contributing money to rewards campaigns (each, a “Campaign”) in exchange for a reward. By accessing the Site or using the services, tools, applications and software provided through or in connection with the Site, including through a mobile device (the “Service”) in any manner, you become a Fig user (“User”). YOU ACKNOWLEDGE THAT NEITHER LOOSE TOOTH INDUSTRIES, INC. NOR FIG IS A REGISTERED BROKER-DEALER, FINANCIAL ADVISOR OR FUNDING PORTAL AND NEITHER LOOSE TOOTH INDUSTRIES, INC. NOR FIG ENGAGES IN ANY CONDUCT THAT WOULD REQUIRE SUCH REGISTRATION. NEITHER LOOSE TOOTH INDUSTRIES, INC. NOR FIG PROVIDES INVESTMENT ADVICE OR MAKES RECOMMENDATIONS.
Acceptance of Terms
Change or Termination
Eligibility for Use of the Service
User Profile Registration
You agree that your Profile will be self-directed and that you are solely responsible for all purchases, contributions, investment decisions and instructions placed in your Profile. Although the Site may provide data, information or content relating to opportunities to contribute funds or buy securities, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any Investment Opportunity or contribute to any Campaign posted on the Site. Any decision to invest or contribute shall be based solely on your own consideration and analysis of the risks involving a particular Investment Opportunity or Campaign and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment, contribution or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Service does not create such a relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the Campaign and Investment Opportunities posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations.
Rewards-based crowdfunding involves the creation of a Campaign by Fig for a game developer (the “Campaign Owner”) to raise funds for the Campaign Owner’s project through contributions from individuals or entities (“Contributors”) in exchange for rewards (“Rewards”). Contributions should be considered a gift or donation rather than a purchase, as Fig can make no assurances that the Campaign Owner will be able to produce the Rewards in a timely fashion or at all. Rewards are not refundable. Fig makes no representations about the quality, morality or legality of any Campaign, Campaign Owner or Reward.
Investment Opportunities offered on this Site are only available to investors who are “Accredited Investors” as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), or non-accredited investors subject to certain limitations as set forth under Regulation A under the Securities Act (such non-accredited investors, “Qualified Purchasers”). Before you can invest in any of the Investment Opportunities on the Site, you must register with the Platform and qualify either as an Accredited Investor or Qualified Purchaser, as applicable. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in Investment Opportunities posted on this Site. You acknowledge and agree that all information you provide for the registration is complete, accurate and not misleading, and that you have a genuine interest in participating in an Investment Opportunity. By registering with the Platform for purposes of subscribing to Investment Opportunities as an Accredited Investor, you represent and warrant that you come within at least one of the following categories:
a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a business in which all the equity owners are Accredited Investors; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
By registering with the Platform for purposes of subscribing to Investment Opportunities as a Qualified Purchaser, you represent and warrant that the aggregate purchase price to be paid by you for securities purchased on this Platform (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of your (i) annual income or net worth, if a natural person (with annual income and net worth for such natural person purchasers determined as provided in Rule 501 of Regulation D under the Securities Act or (ii) revenue or net assets for your most recently completed fiscal year end, if a non-natural person.
FOR PURPOSES OF SUBSCRIBING TO INVESTMENT OPPORTUNITIES ON THE SITE, YOU MUST MEET ONE OF THE ABOVE CRITERIA. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTIONS. You agree that, should any material changes occur that might affect your status as either an Accredited Investor or Qualified Purchaser, as applicable, you shall immediately provide Fig with notice in writing.
Federal securities law requires securities sold in the United States to be registered with the U.S. Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption. The securities offered on the Site for U.S. investments have not been registered under the Securities Act, in reliance on the exemptions provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D, Regulation A, and/or Regulation S, promulgated thereunder. In the course of conducting a Regulation A offering through the Site, Fig may advertise or market an offering via “testing the waters” communications, or pay third parties to do so, subject to certain restrictions. Users understand, acknowledge and agree that Fig and other parties are relying on Users’ statements made on the Site and that any willfully false statement made by a User is sufficient cause for suspension or termination of such User’s Profile, rejection of eligible investor status, along with other legal causes of action. You are strongly encouraged to contact Fig via our contact form on help.fig.co to discuss any questions regarding an Investment Opportunity or Campaign. All subscription funds are held in escrow until a campaign successfully achieves its goal and the investment round is closed.
Investment overviews on the Site contain summaries of the purpose and principal terms of the Investment Opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such Investment Opportunity. The information contained on the Site and in the offering materials have been prepared without reference to any particular User’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.
The securities offered on the Site are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with Investment Opportunities, including the risk of complete loss of your investment. Securities sold through the Site may not necessarily be publicly traded and, therefore, may be illiquid unless registered with the SEC. Such securities will be subject to restrictions on resale or transfer including holding period requirements. Investing in Investment Opportunities offered on the Site requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D and/or Regulation A under the Securities Act. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. Users must read the offering materials and transaction documents for each of the Investment Opportunities posted to the Site for more information and discuss any questions with the issuer prior to investing. No assurance can be given that any Investment Opportunity currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the Investment Opportunities 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 Investment Opportunity. The exemptions relied upon for such Investment Opportunities are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and Fig in connection with an Investment Opportunity. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
Fig receives no commission or transaction-based compensation in connection with the purchase or sale of securities through the Site but may receive fixed fees for services. Fig is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through Investment Opportunities. Fig does not recommend or otherwise suggest that any investor make an investment in a particular Investment Opportunity.
User Conduct Guidelines
You represent and warrant that all information that you provide to Fig or through the Site is accurate, complete and truthful. Fig and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Profile if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
You are prohibited from posting or transmitting any material on or through the Site that, in Fig’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. Fig will fully cooperate with any law enforcement authorities or court order requesting or directing Fig to disclose the identity of anyone posting any such information or materials on the Site.
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”), Fig’s Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement:Justin Bailey
Postal Address: 599 3rd Street, Suite 211, San Francisco, CA 94107
E-mail address: firstname.lastname@example.org
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 Fig 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. Fig may, in its sole discretion, suspend or terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.
You agree that Fig may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Profile. You agree to notify us of any changes in your address or contact details. Fig may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received.
You agree that any information that you transmit to the Site or Fig in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by Fig or its affiliates for any purpose. Fig is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site of the Fig for any purpose.
No Representations or Warranties
To the maximum extent permissible under law, Fig assumes no liability or responsibility for any errors or omissions in the content of the Site. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. Fig is entitled to rely upon the information provided by its Users. Fig is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is solely done at your own risk.
Disclaimer of Liability
Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall Fig, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory 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,” “as available,” and “when available” 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 or limitation of incidental or consequential damages, 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.
Fig 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 investor is actually an Accredited Investor or a Qualified Purchaser.
Although Fig may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, Fig 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. Fig reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
The Site may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. Other than links to the Stripe site, the inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Fig of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Fig be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Fig shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any Third-Party Site or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Fig makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the content on the Site is prohibited. Investment Opportunities are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. 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.
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 to sell securities referred to on this Site (i) by anyone 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; or (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 and to observe all the applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. 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. Subscriptions to invest in any Investment Opportunity referred to on this Site must only be made on the basis of the Investment Opportunity document relating to the specific investment.
In the event of any claim, controversy or alleged dispute between you and Fig or its affiliates, or any of their respective successors and assigns, and any of their respective directors, officers, employees, agents, representatives, licensors, advertisers, suppliers, operational service providers or affiliates, (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (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”) under its Commercial Arbitration Rules, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one 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 Fig. 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 Fig, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Fig’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in San Francisco, California, United States. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within San Francisco, California, United States. Each party hereby waives any claim that such venue is improper or inconvenient.
Fig 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 Fig in the defense of any such claim, action, settlement or compromise negotiations, as requested by Fig.
Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When a potential investor registers on the Platform, we obtain his, her or its consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Fig shall have a reasonable period to effect such a change and Fig may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, 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.
Integration and Severability