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Terms of Service

User Agreement and Terms of Service

Welcome to Leafwire. We provide a platform that enables the cannabis business community to connect, share information and conduct business together. Some of our users create company profiles to raise awareness of fundraising efforts, highlight goods and services or find prospective employees.

Every user has access to our newsfeed to stay up to date on the latest information from the cannabis industry and share what they deem of interest to other cannabis professionals. Users can also create and manage a Company profile. These profiles are able to post and promote information on raising funds, services offered and available jobs.

Because the site offers the ability to post Fundraising Details, significant regulatory considerations apply to the capital raising process. This agreement sets forth terms on which Entrepreneurs interact with investors through our platform. In addition, specific considerations regarding the cannabis industry apply and are spelled out in this document.

FUNDRAISERS: If you are a Fundraiser, you are welcome to upload information about your business plan, including information you consider confidential to https://leafwire.com (the “Site”), and to designate which Investors may see that information. We cannot, however, guarantee that Investors who see your secure Information do not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that allows unauthorized viewing of material or that Investors actually fit within the categories they have identified themselves under.

INVESTORS: The only people who are authorized to create Investor accounts on the Site are sophisticated investors with personal or professional experience assessing the long-term business prospects of early stage companies. Investors must understand the risk of investing in early stage companies, including the high likelihood of loss and long period of illiquidity. In addition, if you are using the site as an Investor, you must qualify as an Accredited Investor, as defined in Rule 501 of Regulation D of the U.S. Securities and Exchange Commission and be sophisticated enough to protect your own interests.

If you upload documents to the Leafwire data room, you have the ability to share those documents with investors and others (collectively, the “Investors”). However, investors are not bound by any non-disclosure agreement or confidentiality obligation and could share those documents with other people. Leafwire does not provide non-disclosure agreements or guarantee confidentiality from any Investors. Therefore, if you require confidentiality from investors, it is your sole responsibility to obtain signed non-disclosure agreements from the investors before you share those documents.

By using Leafwire, including by simply viewing content on the Site, you are agreeing that you, and each person you allow to access Leafwire through your account, will abide by the terms of this Terms of Service (“Agreement”), which is set forth in its entirety below. This Agreement is between you and Leafwire, Inc. (“we,” “Leafwire” or the “Company”), and it governs your access to and use of the services, websites, and applications offered by Leafwire (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.

The Site is not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Site is prohibited. Persons in respect of whom such prohibitions apply must not access the Site. For more information, see Section XII.a (Availability of Services).

Capitalized terms used herein are defined in Section XIII (Definitions) of this Agreement.

General Securities Principles

The security laws applicable to private company finance are complicated and occasionally ambiguous. In general, they are designed to protect unsophisticated people from making poor investment decisions. Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption. Generally, startup ventures use one or more of the “private placement” exemptions because they allow for the raising of capital without complying with the costly and time-consuming registration process. One of the requirements of the private placement exemption is that neither the company which is offering its securities nor any person acting on such issuer’s behalf may offer or sell the securities by any form of “general solicitation”, except where, as provided under Rule 506(c) of Regulation D, the issuer has taken reasonable steps to verify that all of the investors in the offering are Accredited Investors. Furthermore, many states and foreign countries all have their own regulations governing securities transactions that must be observed. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site.

Risks Associated with Investing

Every investor (“Investor”) should be aware that an investment in a single company or multiple companies from the Leafwire platform (each, a “Startup”) involves a high degree of risk, regardless of whether such investment is direct or through a vehicle formed for purposes of accommodating co-investment arrangement with a lead investor. There can be no assurance that a Fund’s investment objectives will be achieved, a Startup will achieve its business plan, a Lead Investor has experience in investing, or an Investor will receive a return of any part of its investment. In addition, there may be occasions when the investment adviser to a Fund (an “Advisor”), a Lead Investor, and/or their respective affiliates may encounter potential conflicts of interest in connection with a Fund, such that said party may avoid a loss, or even realize a gain, when other Investors in the Fund are suffering losses. The following considerations, among others, should be carefully evaluated before making an investment in a Startup or a Fund.

Risk Inherent in Startup Investments; an Investor May, and Frequently Does, Lose All of Its Investment: Investments in Startups involve a high degree of risk. Financial and operating risks confronting Startups are significant. While targeted returns should reflect the perceived level of risk in any investment situation, such returns may never be realized and/or may not be adequate to compensate an Investor or a Fund for risks taken. Loss of an Investor’s entire investment is possible and can easily occur. Moreover, the timing of any return on investment is highly uncertain. The Startup market is highly competitive and the percentage of companies that survive and prosper is small. Startup investments often experience unexpected problems in the areas of product development, manufacturing, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, Startups may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise.

Investment in Technologies

Rapidly changing technologies;

Products or technologies that may quickly become obsolete;

Scarcity of management, technical, scientific, research and marketing personnel with appropriate training;

The possibility of lawsuits related to patents and intellectual property;

Rapidly changing investor sentiments and preferences with regard to technology sector investments (which are generally perceived as risky);

Exposure to government regulation, making these companies susceptible to changes in government policy and delays or failures in securing regulatory approvals.

Changing Economic Conditions: The success of any investment activity is determined to some degree by general economic conditions. The availability, unavailability, or hindered operation of external credit markets, equity markets and other economic systems which an individual Startup or a Fund may depend upon to achieve its objectives may have a significant negative impact on a Startup’s or a Fund’s operations and profitability. The stability and sustainability of growth in global economies may be impacted by terrorism, acts of war or a variety of other unpredictable events. There can be no assurance that such markets and economic systems will be available or will be available as anticipated or needed for an investment in a Startup to be successful or for a Fund to operate successfully. Changing economic conditions could potentially, and frequently do, adversely impact the valuation of portfolio holdings.

Future and Past Performance: The past performance of a Startup or its management, a Lead Investor, or principals of Advisor, is not predictive of a Startup’s or a Fund’s future results. There can be no assurance that targeted results will be achieved. Loss of principal is possible, and even likely, on any given investment.

Difficulty in Valuing Startup Investments: It is enormously difficult to determine objective values for any Startup. In addition to the difficulty of determining the magnitude of the risks applicable to a given Startup and the likelihood that a given Startup’s business will be a success, there generally will be no readily available market for a Startup’s equity securities, and hence, an Investor’s investments will be difficult to value.

Minority Investments: A significant portion of an Investor’s investments (either directly or through Funds) will represent minority stakes in privately held companies. As is the case with minority holdings in general, such minority stakes will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Investors and Funds will be reliant on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom the Investor or Fund is not affiliated and whose interests may conflict with the interests of the Investor or Fund.

Lack of Information for Monitoring and Valuing Startups: The Investor or the Fund may not be able to obtain all information it would want regarding a particular Startup, on a timely basis or at all. It is possible that the Investor or the Fund may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of its investments. As a result of these difficulties, as well as other uncertainties, an Investor may not have accurate information about a Startup’s current value or the value of the securities held by a Fund.

No Assurance of Additional Capital for Startups: After an Investor has invested in a Startup, either directly or through a Fund, continued development and marketing of the Startup’s products or services, or administrative, legal, regulatory or other needs, may require that it obtain additional financing. In particular, technology Startups generally have substantial capital needs that are typically funded over several stages of investment. Such additional financing may not be available on favorable terms, or at all.

Absence of Liquidity and Public Markets: An Investor’s investments will generally be private, illiquid holdings. As such, there will be no public markets for the securities held by the Investor, directly or through a Fund, and no readily available liquidity mechanism at any particular time for any of the investments. In addition, an investment in a Fund will be illiquid, not freely transferrable, and involves a high degree of risk. There is no public market for membership interests in a Fund (an “Interest”), and it is not expected that a public market will develop. Consequently, an Investor will bear the economic risks of its investment for the term of a Fund.

Legal and Regulatory Risks Associated with Funds: No Fund is, nor expects to be, registered as an “investment company” under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to an exemption set forth in Sections 3(c)(1) and/or 3(c)(7) of the Investment Company Act. There is no assurance that such exemptions will continue to be available to these entities. Neither a Fund nor its counsel can assure an Investor that, under certain conditions, changed circumstances, or changes in the law, the Fund may not become subject to the Investment Company Act or other burdensome regulation. No Fund plans to register the offering of any Interests under the United States Securities Act of 1933, as amended (the “Securities Act”). As a result, no Investor will be afforded the protections of the Securities Act with respect to its investment in the relevant Fund.

Tax Risks: There are many tax risks relating to investments in Startups are difficult to address and complicated. You should consult your tax advisor for information about the tax consequences of purchasing equity securities of a Startup or an Interest in a Fund

Withholding and Other Taxes: The structure of any investment in a Startup or in or by a Fund may not be tax efficient for any particular Investor, and no Startup or Fund guarantees that any particular tax result will be achieved. In addition, tax reporting requirements may be imposed on Investors under the laws of the jurisdictions in which Investors are liable for taxation or in which a Fund makes investments. Investors should consult their own professional advisors with respect to the tax consequences to them of an investment in a Startup or a Fund under the laws of the jurisdictions in which the Investors and/or the Startup or Fund are liable for taxation.

Limited Operating History of Funds: Each Fund is or will be a newly formed entity and has no operating history. Each Fund’s investment program should be evaluated on the basis that the Advisor’s, or where appropriate, a Lead Investor’s assessment of the prospects of investments may not prove accurate and that the Fund will not achieve its investment objective. Past performance of a Lead Investor, the Advisor or its principals, or the management of a Startup is not predictive of future results.

Conflicts of Interest; Investment Opportunities: Instances may arise in which the interest of a Lead Investor (or its members or affiliates) may potentially or actually conflict with the interests of a Fund and/or its Investors. For example, conflicts of interest may arise as a result of a Lead Investor having investments in portfolio companies of the relevant Fund as well as other investments both public and private.

Diverse Investors: Investors in a Fund may have conflicting investment, tax, and other interests with respect to Startup investments, which may arise from the structuring of a Startup investment or the timing of a sale of a Startup investment or other factors. As a consequence, decisions made by the manager of a Fund on such matters may be more beneficial for some Investors than for others. Investors should be aware that the manager of a Fund intends to consider the investment and tax objective of each Fund and Investors as a whole when making decisions on investment structure or timing of sale, and not the circumstances of any Investor individually.

Lack of Investor Control: Investors in a Fund will not make decisions with respect to the management, disposition or other realization of any investment made by the relevant Fund, or other decisions regarding such Fund’s business and affairs.

Confidential Information: Certain information regarding the Startups will be highly confidential. Competitors may benefit from such information if it is ever made public, and that could result in adverse economic consequences to the Investors.

Forward Looking Statements: The information available to Funds and Investors may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. Examples of forward-looking statements include, but are not limited to, statements regarding: (i) the adequacy of a Startup’s funding to meet its future needs, (ii) the revenue and expenses expected over the life of the Startup, (iii) the market for a Startup’s goods or services, or (iv) other similar maters.Each Startup’s forward-looking statements are based on management’s current expectations and assumptions regarding the Startup’s business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. The Startup’s actual results may vary materially from those expressed or implied in its forward-looking statements. Important factors that could cause the Startup’s actual results to differ materially from those in its forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors:

Recent and future changes in technology, services and standards.

Changes in consumer behavior.

Changes in a Startup’s plans, initiatives and strategies, and consumer acceptance thereof

Changes in the plans, initiatives and strategies of the third parties that are necessary or important to the Startup’s success.

competitive pressures, including as a result of changes in technology.

The Startup’s ability to deal effectively with economic slowdowns or other economic or market difficulties.

Increased volatility or decreased liquidity in the capital markets, including any limitation on the Startup’s ability to access the capital markets for debt securities, refinance its outstanding indebtedness or obtain equity, debt or bank financings on acceptable terms.

The failure to meet earnings expectations.

The adequacy of the Startup’s risk management framework.

Changes in U.S. GAAP or other applicable accounting policies.

The impact of terrorist acts, hostilities, natural disasters (including extreme weather) and pandemic viruses.

A disruption or failure of the Startup’s or its vendors’ network and information systems or other technology on which the Company’s businesses rely;

Changes in tax, federal communication and other laws and regulations.

Changes in foreign exchange rates and in the stability and existence of foreign currencies.

Other risks and uncertainties which may or may not be specifically discussed in materials provided to Investors.

Any forward-looking statement made by a Startup speaks only as of the date on which it is made. Startups are under no obligation to, and generally expressly disclaim any obligation to, update or alter their forward-looking statements, whether as a result of new information, subsequent events or otherwise.

Risks Associated with the Cannabis Industry

Marijuana remains illegal under federal law. Marijuana is a Schedule-I controlled substance and is illegal under federal law. It remains illegal under United States federal law to grow, cultivate, sell or possess marijuana for any purpose or to assist or conspire with those who do so. Additionally, 21 U.S.C. 856 makes it illegal to “knowingly open, lease, rent, use, or maintain any place, whether permanently or temporarily, for the purpose of manufacturing, distributing, or using any controlled substance.” Even in those states in which the use of marijuana has been authorized, its use remains a violation of federal law. Any person that is connected to the marijuana industry, including, but not limited to, a Purchaser and other investors in the Company, may be at risk of federal criminal prosecution and civil liability. Any investments could also be subject to civil or criminal forfeiture and a total loss. Since federal law criminalizing the use of marijuana is not preempted by state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in the Company’s inability to proceed with its business plan and a possible total loss of its investment. Additionally, pursuant to 26 U.S. Code § 280E, any business engaged in the trafficking of a controlled substance may be prohibited from making certain deductions or obtaining certain tax credits. Some courts have determined that contracts relating to state legal cultivation and sale of marijuana are unenforceable claiming they are illegal under federal law and therefore void as a matter of public policy. This could substantially impact the rights of parties making or defending claims involving the Company and any lender or member of the Company. Due to the federal illegality of marijuana and the charged political climate surrounding the marijuana industries of various states, political risks are inherent in the marijuana industry. It remains to be seen whether policy changes at the federal level will have a chilling effect on the marijuana industry.

Rescission of the “Cole Memo.” On January 4, 2018, Attorney General Sessions rescinded the previously issued memoranda from the Justice Department which de-prioritized the enforcement of federal law against marijuana users and businesses who comply with state marijuana laws, adding uncertainty to the question of how the Federal government will now choose to enforce federal laws regarding marijuana. Attorney General Sessions issued a memorandum to all United States Attorneys in which Attorney General Sessions affirmatively rescinded the previous guidance as to marijuana enforcement, calling such guidance “unnecessary.” Attorney General Sessions’ one-page memorandum was vague in nature, stating that federal prosecutors should use established principals in setting their law enforcement priorities. Under previous administrations, the U.S. Department of Justice indicated that those users and suppliers of marijuana who complied with state laws, which required compliance with certain criteria, would not be prosecuted. As a result, it is now unclear if the Justice Department will seek to enforce the Controlled Substances Act against those users and suppliers who comply with state marijuana laws. If such enforcement occurs, the federal government may raid the Company, seize all of its equipment and inventory, and arrest all of its officers, managers, and Purchasers.

The FinCEN Memo could be rescinded. Despite Attorney General Sessions’ rescission of the Cole Memorandum, the Department of the Treasury, Financial Crimes Enforcement Network has not rescinded the “FinCEN Memo” dated February 14, 2014, which de-prioritizes enforcement of the Bank Secrecy Act against financial institutions and marijuana related businesses which utilize them. This memo appears to be a standalone document and is presumptively still in effect. At any time, the Department of the Treasury, Financial Crimes Enforcement Network could elect to rescind the FinCEN Memo. This would make it more difficult for the Company to access the U.S. banking system and conduct financial transactions, which would have a material adverse effect on the Company Business. Enforcement of the Bank Secrecy Act against the Company would also be made more likely by the rescission of the FinCEN Memo. This would subject the Company’s officers, managers and Purchasers to potential criminal prosecution, and would have a material adverse effect on the Company Business. Even with the FinCEN Memo in place, prosecution of the Company for violations of the Bank Secrecy Act remains possible, as the FinCEN Memo is only prosecutorial guidance and does not have the force of law.

The 2015 Appropriations Rider must be reauthorized every year to provide any protections. In 2014, Congress passed a spending bill (the “2015 Appropriations Bill”) containing a provision (the “Appropriations Rider”) blocking federal funds and resources allocated under the 2015 Appropriations Bill from being used to “prevent such States from implementing their own State [medical marijuana] law”. The Appropriations Rider seemed to have prohibited the federal government from interfering with the ability of states to administer their medical marijuana laws, although it did not codify federal protections for medical marijuana patients and producers. Moreover, despite the Appropriations Rider, the Justice Department maintains that it can still prosecute violations of the federal marijuana ban and continue cases already in the courts. Additionally, the Appropriations Rider must be re-enacted every year. While it was continued in FY 2018, continued re-authorization of the Appropriations Rider cannot be guaranteed. If Congress should pass a FY 2018 budget rather than an extension of the 2017 budget, it would need to re-add the Appropriations Rider at such time, and there can be assurance that the Appropriations Rider would be renewed at such time. Additionally, in the event of Congress failing either to pass a FY 2019 budget or an extension of the 2018 budget in the form of a “continuing resolution,” a government shutdown would result, and the Appropriations Rider would no longer be in force.

Proposed business is dependent on laws pertaining to the marijuana industry, and further legislative development is not guaranteed. Companies listed within Leafwire involve the cultivation, distribution, manufacture, storage, transportation and/or sale of medical and adult use marijuana products in compliance with applicable state law, but in violation of federal law. Continued development of the marijuana industry is dependent upon continued legislative and regulatory authorization of marijuana at the state level. Any number of factors could slow or halt progress in this area. Further progress is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative and regulatory process. Any one of these factors could slow or halt business operations relating to marijuana or the current tolerance for the use of marijuana by consumers, which would negatively impact the Company Business.

The marijuana industry faces strong opposition. Many believe that several large, well-funded businesses may have a strong economic opposition to the marijuana industry. The Company believes that the pharmaceutical industry does not want to cede control of any product that could generate significant revenue. For example, medical marijuana will likely adversely impact the existing market for the current “marijuana pill” sold by mainstream pharmaceutical companies. Further, the medical marijuana industry could face a material threat from the pharmaceutical industry should marijuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses that of the medical and retail marijuana industries. Any inroads the pharmaceutical industry made in halting or impeding the marijuana industry could have a detrimental impact on the Company Business.

The legality of marijuana could be reversed in one or more states of operation.The voters or legislatures of states in which marijuana has been legalized could potentially repeal applicable laws which permit both the operation of medical and retail marijuana businesses. These actions might force the Company to cease the Company Business.

Enforceability of Contracts. It is a fundamental principle of law that a contract will not be enforced if it involves a violation of law or public policy. Notwithstanding that marijuana related businesses operate pursuant to the laws of states in which such activity is legal under state law, judges have on several occasions refused to enforce contracts for the repayment of money when the loan was used in connection with activities that violate federal law, even if there is no violation of state law. There remains doubt and uncertainty that the Company will be able to legally enforce contracts it enters into if necessary. As the Company cannot be assured that it will have a remedy for breach of contract, Purchasers must bear the risk of the uncertainty in the law. If borrowers fail or refuse to repay loans and the Company is unable to legally enforce its contracts, the Company may suffer substantial losses for which it has no legal remedy.

Risk of Criminal Prosecutions for Money Laundering. One possible repercussion for Members and other Purchasers in the Company is a prosecution for violation of federal money laundering statutes, specifically U.S.C.A. § 1956 and § 1957. Because these statutes criminalize certain transactions involving the proceeds of activity which is itself criminal, it is possible that Purchasers in the Company could be subject to prosecution for investing in, obtaining dividends from, or otherwise transacting with the Company. While there have been no recent prosecutions of investors in marijuana-related businesses for violation of either § 1956 or § 1957, this could change along with federal enforcement priorities.

Risk of civil asset forfeiture. Because the marijuana industry remains illegal under federal law, any property owned by participants in the marijuana industry which are either used while conducting such business, or are the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property were never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture.

Risk of RICO prosecution or civil liability.The Racketeer Influenced Corrupt Organizations Act (“RICO”) criminalizes the use of any profits from certain defined “racketeering” activities in interstate commerce. While intended to provide an additional cause of action against organized crime, due to the fact that marijuana is illegal under U.S. federal law, the production and sale of marijuana qualifies marijuana related businesses as “racketeering” as defined by RICO. As such, all officers, managers and owners in a marijuana related business, and potentially an ancillary company to the marijuana industry, could be subject to criminal prosecution under RICO, which carries substantial criminal penalties. RICO can create civil liability as well: persons harmed in their business or property by actions which would constitute racketeering under RICO often have a civil cause of action against such “racketeers,” and can claim triple their amount of estimated damages in attendant court proceedings. The Company as well as its officers, managers and owners could all be subject to civil claims under RICO.

Legal Uncertainty. Laws and regulations affecting the medical and retail marijuana industry are constantly changing, which could detrimentally affect the Company’s proposed operations. Local, state and federal marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require the Company to incur substantial costs associated with compliance or alter its business plan. In addition, violations of these laws, or allegations of such violations, could disrupt the Company Business and result in a material adverse effect on its operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to the Company’s proposed business, including, but not limited to, regulations or laws impacting the amount of production that the Company’s tenants or licensees are authorized to produce. The Company cannot predict the nature of any future laws, regulations, interpretations or applications, nor can the Company determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on the Company Business.

Business can be dependent on the acquisition and retention of various licenses by its customers.The Company Business is dependent on its customers obtaining various licenses from various municipalities and the state licensing agencies. There can be no assurance that any or all licenses necessary to operate the Company Business will be obtained. If a licensing body were to determine the Company had violated the applicable rules and regulations, there is a risk the licenses granted could be revoked, which would prevent the operation of the Company Business. Further, there is no guarantee the Company’s customers will be able to obtain any additional licenses necessary to expand the Company Business.

Companies listed may have difficulty accessing the service of banks and bankruptcy protections, which may make it difficult for them to operate or unwind.Since the use of marijuana is illegal under federal law, there is a compelling argument that banks cannot lawfully accept for deposit funds from businesses involved with marijuana. Consequently, businesses involved in the marijuana industry often have trouble finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for the Company to operate and the reliance on cash can result in a heightened risk of theft. Additionally, some courts have denied marijuana-related businesses bankruptcy protection, thus, making it very difficult for lenders to recoup their investments.

Companies will not have full access to federal intellectual property protections. The United States Patent and Trademark Office does not allow trademarks directly related to marijuana and marijuana products to be registered due to the illegal nature of the business and products under federal law. While patent protection for inventions related to marijuana and marijuana products is available, there are substantial difficulties faced in the patent process by marijuana-related businesses. There can be no assurances that any proprietary marijuana business processes, patents, copyrights or trademarks that may be issued to the Company will offer any degree of protection.

Insurance Risks.In the United States, many marijuana related companies are subject to a lack of adequate insurance coverage. In addition, many insurance companies may deny claims for any loss relating to marijuana for reasons such as it is illegal under federal law, a contract for an illegal item is unenforceable or there can be no insurable interest in an illegal item.



The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Company. Each Purchaser should read this Agreement in its entirety and consult with their own advisors before deciding whether to invest in the Company. In addition, as the Company’s investment program develops and changes over time, an investment in the Company may be subject to additional and different risk factors.

User Obligations

To Act Responsibly.You are promising to act responsibly – which means You are making the following Promises:

Requirements to Use the Services.

That you have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in Leafwire violates provisions of the law to which you are subject, you will cease using the Services and close your account.

That you are at least 21 years old.

That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason.

That you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization.

That you shall be solely responsible for maintaining the confidentiality of your password.

That you will update your registration information with the Company as needed so that it remains true, correct and complete.

That you will conduct yourself in a professional manner in all your interactions with Leafwire and with any other Leafwire user.

Requirements related to Content on Leafwire.

That you will only provide Leafwire with Content that you have a right to provide to Leafwire and to allow Leafwire to display through the Services.

That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by Leafwire.

That you understand that any other Content you find on or through Leafwire is the sole responsibility of the person who originated such Content.

hat you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that Leafwire will not be responsible or liable for any use of your Content by Leafwire in accordance with this Agreement.

That you are not relying on Leafwire to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services.

That you understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against Leafwire for any such material.

That you understand that the Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against Leafwire for the placement of advertising or similar content on the Services or in connection with the display of any Content or other information from the Services.

Requirements related to Investments.

That you will only invest in a product offered through the Site after carefully reviewing and assessing the terms of the investment, including the related private placement memorandum, subscription agreement and organizational documents as well as any information provided through the Site.

That you will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money.

That you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a U.S. state or of any foreign government with jurisdiction over you or any investor)

That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice (i.e., get a good startup attorney)

That you have reviewed and understand the discussion of risks found here, and that you are otherwise aware of the risks of making angel investments of the type and nature found on the Leafwire platform.

You are promising not to:

Violate the Community Rules of Leafwire, as defined in Section XIII (Definitions).

Expect Leafwire to evaluate, confirm or otherwise stand behind any user’s statements or recommend any investment.

Treat any Content, email or other information you receive as a result of your access to the Services as a recommendation or representation of any kind by Leafwire, an affiliate of Leafwire or any employee, officer, director, representative or other agent of the foregoing (each a “Company Person”) on which you should rely unless such information has been expressly identified as created by a Company Person.

Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through Leafwire, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on Leafwire.

Copy or distribute Content except as specifically allowed in this Agreement.

Use any Content, or other information acquired from Company Persons, Investors or Entrepreneurs, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company.

Claim any right to access, view or alter any source code or object code of Leafwire.

Use Leafwire to market services, particularly investment advisory services that might cause Leafwire to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter.

Market competing services to people you’ve identified through Leafwire.

Indemnify Leafwire and Related Parties.You are promising to hold the Company harmless against any damage that may happen to us as a result of your use of Leafwire.

Indemnity. You agree to indemnify and hold the Company and any Company Person harmless (including against costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Services, the violation of this Agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the Services by you (including claims related to defamation, invasion of privacy or other violation of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Services.

Release. You hereby release any claims you may have against Leafwire and any Company Person that are in any way related to the Services or your use of Content, including any representations, recommendations or referrals you may receive as a result of your registration with Leafwire. You are solely responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners.

Leafwire Employees and Affiliates.You understand that Company Persons may participate in the Services as Entrepreneurs or Investors, and that Leafwire is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.

Confidentiality.By registering with Leafwire, or otherwise using the Services or viewing content made available through Leafwire in any way, you may have an opportunity to see Locked Information. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not republish any information you acquire through the Services via an Internet website, for which one of the principal purposes is to compete with Leafwire.

Other User Obligations.

You promise to comply with the terms of the license set forth in Section IV (Company Services and License) of this Agreement.

You are licensing to us the right to publish all Content you upload to Leafwire, including any comments or other forum posts you may offer on the Site in order to provide the Services. Your Content will be viewable by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others.

To the extent that Leafwire is determined, for any reason, not to be the licensee of any material you have provided to us, including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”), you hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by Leafwire and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consents and agreements from time to time as requested by the Company.

You acknowledge that Leafwire is not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on Leafwire, or to feature or otherwise display your Content on any web page.

You acknowledge that you do not rely on the Company to monitor or edit the Services (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with the Company) and that the Services may contain Content which you find offensive or which is untrue or misleading and you hereby waive any objections you might have with respect to viewing such content.

You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Services (collectively, “Updates”). The Company, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.

If you operate, manage or otherwise control a search engine or robot, or you republish a significant fraction of Leafwire Content (as we may determine in our reasonable discretion), you must additionally follow these rules:

You must use a descriptive user agent header.

You must follow robots.txt at all times.

You must make it clear how to contact you, either in your user agent string, or on your website if you have one.

APIs available through the Service. We may make available one or more Application Programming Interfaces (“APIs”) for interacting with the Services. Your use of any Leafwire API on the Site is subject to this Agreement and the Leafwire API Rules, which will be posted before we make these APIs available (and which will then become part of this Agreement).

Payment

If you buy any of our paid Services (“Premium Services”), you agree to pay us the applicable fees and taxes and to additional terms specific to the paid Services. Failure to pay these fees will result in the termination of your paid Services. Also, you agree that:

Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.

If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. Learn how to cancel or suspend your Premium Services.

All of your purchases of Services are subject to Leafwire’s refund policy.

We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

You can get a copy of your invoice through your Leafwire account settings under “Purchase History”.

Privacy and Protection of Personal Information

Privacy Policy.Leafwire values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Services. The Privacy Policy explains how Leafwire treats your personal information and protects your privacy when you access Leafwire and use the Services.

Amendments to the Privacy PolicyWe may amend the Privacy Policy at any time in our sole discretion, effective upon posting the amended Privacy Policy at the domain of www.Leafwire.com/privacy where the prior version of the Privacy Policy was posted, or by communicating these changes through any written or other contact method we have established with you. Your use of the Services following the date on which such amended Privacy Policy is published will constitute consent to such amendments to the extent they do not have retroactive applicability.

Company Services and License

As between you and Leafwire, you own the content and information that you submit or post to the Services and you are only granting Leafwire and our affiliates the following non-exclusive license: A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems.

We will not include your content in advertisements for the products and services of third parties to others without your separate consent (including sponsored content). However, we have the right, without payment to you or others, to serve ads near your content and information, and your social actions on sponsored content and company pages may be visible, as noted in the Privacy Policy.

We will get your consent if we want to give third parties the right to publish your posts beyond the Service. However, other Members and/or Visitors may access and share your content and information, consistent with your choices.

While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.

Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.



You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding our Services to Leafwire, you agree that Leafwire can use and share (but does not have to) such feedback for any purpose without compensation to you.

You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information will be truthful. Leafwire may be required by law to remove certain information or content in certain countries.

Limits. Leafwire reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. Leafwire reserves the right to restrict, suspend, or terminate your account if Leafwire believes that you may be in breach of this Contract or law or are misusing the Services (e.g. violating any Do and Don’ts).

Intellectual Property RightsLeafwire reserves all of its intellectual property rights in the Services. Using the Services does not give you any ownership in our Services or the content or information made available through our Services. Trademarks and logos used in connection with the Services are be the trademarks of their respective owners. Leafwire logos and other Leafwire trademarks, service marks, graphics, and logos used for our Services are trademarks or registered trademarks of Leafwire.



Copyright Policy

Leafwire respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the U.S. Copyright Act have been infringed by acts of third parties over the Internet.

If you believe that your copyrighted work has been copied without your authorization and is available on or in the Services in a way that may constitute copyright infringement, or if you believe that any material on the Services violates this Agreement or your intellectual property rights, please notify the Company as soon as possible by sending an email to abuse@leafwire.com, or by mailing a letter to the Leafwire Copyright Agent (listed below) containing the following information in accordance with the DMCA: (i) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (ii) identification of the copyrighted work claimed to have been infringed; (iii) your contact information, including your address, telephone number, and an email address; (iv) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf.

Our Leafwire Copyright Agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Services is: Leafwire, LLC Attn: Support 455 Sherman Street, Suite 510 Denver, CO 80202 Email: support@leafwire.com



Termination

Both you and Leafwire may terminate this Contract, without cause or reason, at any time without notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:

Our rights to use and disclose your feedback.

Members and/or Visitors’ rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination.

Sections 4, 6 and 7 of this Contract.

Any amounts owed by either party prior to termination remain owed after termination.

You can visit our Help Center to close your account.

Dispute Resolution

You agree that the laws of the State of Colorado, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to the Contract and/or the Services. We both agree that all of these claims can only be litigated in the federal or state courts in Denver County, Colorado, U.S.A., and we each agree to personal jurisdiction in those courts.

General Terms

If a court with authority over this Contract finds any part of it not enforceable, you and us agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and us agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract. To the extent allowed by law, the English language version of this Contract is binding and other translations are for convenience only. This Contract (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

If we don’t act to enforce a breach of this Contract, that does not mean that Leafwire has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent. However, you agree that Leafwire may assign this Contract to its affiliates or a party that buys it without your consent. There are no third party beneficiaries to this Contract.

We reserve the right to change the terms of this Contract and will provide you notice if we do and we agree that changes cannot be retroactive. If you don’t agree to these changes, you must stop using the Services.

You agree that the only way to provide us legal notice is at the addresses provided.

Leafwire Dos And Don’ts

You agree that you will:

Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements.

Provide accurate information to us and keep it updated.

Use your real name on your profile

Use the Services in a professional manner.

You agree that you will not:

Act in an unlawful or unprofessional manner in connection with our Services, including being dishonest, abusive or discriminatory.

Post inaccurate, defamatory obscene, shocking, hateful, threatening or otherwise inappropriate content or airing personal grievances or disputes.

Use an image that is not your likeness or a head-shot photo for your profile

Create a false identity on Leafwire. The occasional creation of clearly fictional profiles by Leafwire or with its express permission in connection with a promotional campaign does not waive this obligation.

Misrepresent your identity (e.g. by using a pseudonym), your current or previous positions, qualifications or affiliations with a person or entity.

Create a Member profile for anyone other than yourself (a real person).

Invite people you do not know to join your network.

Use or attempt to use another’s account.

Harass, abuse or harm another person.

Send or post any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any form of solicitation unauthorized by Leafwire.

1Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology or manual work) to scrape the Services or otherwise copy profiles and other data from the Services.

Bypass or circumvent any access controls or Service use limits (such as caps on keyword searches).

Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of Leafwire.

Solicit email addresses or other personal information from Members you don’t know, without authorization.

Use, disclose or distribute any data obtained in violation of this policy.

Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer)).

Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission, which they may give by posting under a Creative Commons license.

Violate the intellectual property or other rights of Leafwire, including, without limitation, (i) copying or distributing our learning videos or other materials or (ii) copying or distributing our technology, unless it is released under open source licenses; (iii) using the word “Leafwire” or our logos in any business name, email, or URL except as provided in the Brand Guidelines.

Use Leafwire invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact.

Post anything that contains software viruses, worms, or any other harmful code.

Manipulate identifiers in order to disguise the origin of any message or post transmitted through the Services.

Create profiles or provide content that promotes escort services or prostitution.

Create or operate a pyramid scheme, fraud or other similar practice.

Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source.

Imply or state that you are affiliated with or endorsed by Leafwire without our express consent (e.g., representing yourself as an accredited Leafwire trainer).

Rent, lease, loan, trade, sell/re-sell access to the Services or related data.

Sell, sponsor, or otherwise monetize any Service without Leafwire’s consent.

Deep-link to our Services for any purpose other than to promote your profile or a Group on our Services, without Leafwire’s consent.

Remove any copyright, trademark or other proprietary rights notices contained in or on our Service.

Remove, cover or obscure any advertisement included on the Services.

Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages.

Monitor the Services’ availability, performance or functionality for any competitive purpose.

Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services.

Overlaying or otherwise modifying the Services or their appearance.

Access the Services except through the interfaces expressly provided by Leafwire, such as its mobile applications, Leafwire.com and slideshare.net.

Use a Service for tasks that it is not intended.

Override any security feature of the Services.

Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms).

Violate the Professional Community Guidelines or any additional terms concerning a specific Service that are provided when you sign up for or start using such Service.



Professional Community Guidelines

Leafwire is a company that aims to put its members first when it comes to making important decisions. To ensure these discussions help our members be more productive and successful, Leafwire has put in place Professional Community Guidelines outlining the types of discussions and content that are acceptable on Leafwire, and what may be deemed inappropriate and stopped by Leafwire. These community guidelines are intended to provide our members guidance and complement the list of Do’s and Dont’s found in the User Agreement governing your use of, and participation in, Leafwire’s online services.

Be Real. Unlike some other online services, our members need to be real people, who provide their real names and accurate information about themselves. It is not okay to provide misleading information about yourself, your qualifications or your work experience, affiliations or achievements on Leafwire’s service.

Be Professional. The Cannabis business is a highly professional business, but we are under constant scrutiny from people who want to remain in prohibition. We ask our members to behave professionally by not being dishonest or inappropriate. We acknowledge the value of discussions around the cannabis economy, but we do not want you to use Leafwire to shock or intimidate others. It is not okay to share graphic images to shock others, and it is not okay to share obscene images or pornography on Leafwire’s service.

Be Nice. Leafwire shouldn’t be used to harm others. Terrorists and those who engage in violent crimes are not welcome on Leafwire. It is not okay to use Leafwire’s services to harass, abuse, or send other unwelcomed communications to people (e.g., junk mail, spam, chain letters, phishing schemes). Do not use Leafwire’s services to promote or threaten violence or property damage, or for hate speech acts like attacking people because of their race, ethnicity, national origin, gender, sexual orientation, political or religious affiliations, or medical or physical condition. Also, don’t use Leafwire’s services to intentionally infect others with viruses, worms, or other software that can destroy or interrupt their data or computer devices. It is not okay to interfere or disrupt Leafwire’s service.

Respect Others’ Rights and Follow the Law. We do not want Leafwire to be used for illegal activities or to violate the rights of others. Don’t use Leafwire’s services to commit fraud. Before sharing or using someone else’s copyrighted works, trademarks, private information, or trade secrets, please make sure you have the legal right to do so. Do not use Leafwire’s services to launder money gained from illegal activity.

Respect Leafwire’s Rights. Please don’t violate the rights of Leafwire. You can find more information about what this means in our User Agreement, but put simply, please don’t use Leafwire’s services to wrongfully take data or information. It is not okay to suggest that you are affiliated with or endorsed by Leafwire when you are not, and it is not okay to violate Leafwire’s intellectual property rights.