Issuer Participation Agreement
This Issuer Participation Agreement (“Agreement”) is between [ENTITY NAME] (“QSBS Match,” “we”) and the company named in the submission (“Company”). The person signing represents that they’re authorized to bind the Company.
1. What QSBS Match is, and isn’t
QSBS Match is an information and introduction service. We aren’t a broker-dealer, placement agent, investment adviser, funding portal, or exchange. We don’t solicit investors on your behalf, negotiate terms, handle money or securities, or take part in any transaction. We don’t guarantee that any investor will invest.
2. No transaction-based compensation
The Company won’t pay QSBS Match, and QSBS Match won’t accept, any compensation tied to whether or how much capital the Company raises.
3. Your offering, your compliance
The Company is solely responsible for its offering and its compliance with securities laws, including choosing and meeting the requirements of its exemption, filing any Form D and state notices, any limits on general solicitation, verifying accredited status where required, and confirming that no “bad actor” disqualification under Rule 506(d) applies.
4. Accuracy
Everything the Company submits or shares is accurate and not misleading, including by omission. The Company will promptly update or withdraw information that becomes inaccurate, and remains responsible for all statements made to investors.
5. QSBS attestation
The Company’s checklist responses reflect its good-faith belief after reasonable inquiry. They’re the Company’s statements, not QSBS Match’s, and aren’t a guarantee of any investor’s tax outcome. The Company will notify us promptly of anything that could affect qualification, and will answer reasonable investor requests for information about QSBS status.
6. Listing and materials
The Company grants QSBS Match a license to display its submission summary to members and to share its materials with investors the Company approves. We may decline, edit for format, or remove any listing at any time.
7. Investor information
Information about investors that the Company receives through QSBS Match is confidential and may be used only for the offering described in the submission.
8. Indemnification
The Company will indemnify, defend, and hold harmless QSBS Match and its owners, officers, and agents from claims, losses, and expenses (including reasonable legal fees) arising from its offering, its information or materials, its securities law compliance, its QSBS attestation, or its breach of this Agreement.
9. Limitation of liability
To the fullest extent the law allows, the service is provided “as is,” QSBS Match isn’t liable for indirect, incidental, special, or consequential damages or for the outcome of any raise, and our total liability is limited to $100.
10. Electronic signature, term, and changes
Typing a name and checking the box is the Company’s electronic signature. We record the agreement version, the typed name, the time, and the IP address. Either party may end this Agreement by email; Sections 3, 4, 5, 7, 8, and 9 survive. We may update this Agreement with notice by email.
11. Governing law
This Agreement is governed by the laws of [STATE]. Disputes will be resolved in the state or federal courts located in [COUNTY, STATE].