Ohio State Early Investor Network Membership Agreement
OHIO STATE EARLY INVESTOR NETWORK TERMS OF MEMBERSHIP
This document (this “Membership Agreement”) governs membership in the Ohio State Early Investor Network. Please read it and consent to its terms by signing electronically.
TO ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW, PLEASE ELECTRONICALLY SIGN THE MEMBERSHIP AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ELECTRONICALLY SIGN AND DO NOT USE THE NETWORK.
1 OHIO STATE EARLY INVESTOR NETWORK
The Ohio State Early Investor Network facilitates connections between startup companies and prospective investors among The Ohio State University’s global community of alumni, faculty, staff, students, family, supporters and friends, to further The Ohio State University’s mission of fostering an entrepreneurial culture that contributes to the prosperity of the State of Ohio, the nation and the world. Membership in the Ohio State Early Investor Network is a privilege; as such it is subject to revocation or termination for any member’s conduct that is inconsistent with this Membership Agreement.
2 PURPOSE
2.01 – Overall Goal: The purpose of the Ohio State Early Investor Network is to promote a vibrant entrepreneurial sector in the State of Ohio, among The Ohio State University alumni and in support of the greater Ohio State University community, to sustain innovative start-up and emerging businesses, to educate the student, faculty, staff and alumni business communities, to provide opportunities to assist such innovative start-up and emerging businesses, to facilitate investing in businesses, to provide a forum for the dissemination of ideas, business practices, and other information among regional, state, student, faculty, staff and alumni start-up and emerging businesses, and to conduct any activities consistent with such purposes.
3 MEMBER APPLICATION & TERMINATION
3.01 – Types of Members: Membership is limited to individuals affiliated with the global Ohio State University community as specified in Section 3.02 below.
All members must meet the following requirements listed below.
3.02 – Affiliation with The Ohio State University: Members shall include The Ohio State University’s global community of alumni, faculty, staff, students, family, supporters and friends; however, no formal affiliation or relationship with The Ohio State University is required.
3.03 – Membership Application: Each member shall complete an application for membership (“Membership Application”) and may be required to complete an annual membership survey provided by the Ohio State Early Investor Network. Members are required to self-certify their status as an accredited investor as part of the Membership Application or approval process and will be required to recertify to such accredited investor status annually. Investee companies may also require certification of accredited investor status.
3.04 – Application Review & Approval: The program staff will review each Membership Application and an may request additional recommendation from the strategic advisors to the network. The Ohio State Early Investor Network shall provide the member with an electronic written response within thirty (30) days of submission of a complete Membership Application.
3.05 – Annual Fee Payment: Investor Membership ("Investor Member") in the Ohio State Early Investor Network requires full payment of the annual membership fee (“Annual Dues”), which an investor level member must pay immediately upon acceptance of membership, or when an existing Observational Member wishes to make their first investment. Annual dues paid via credit card will be automatically charged yearly on or before the anniversary month of the date on which membership commenced. This fee is initially set at $1,500 and may be changed at the discretion and approval of the Ohio State Early Investor Network strategic advisors, upon the recommendation of the Membership and Engagement Committee.
The Ohio State Early Investor Network is also offering an opportunity for a member who pays one-time dues of $15,000 (“Founder or Lifetime Dues”) to be entitled to membership in the Ohio State Early Investor Network as a “Founder or Lifetime Member” for the lifetime of the Ohio State Early Investor Network, subject to the other conditions of membership set forth in this Membership Agreement.
The Ohio State Early Investor Network is also offering an Observational level membership ("Observational Member") which does not require annual dues payment. Staff and the strategic advisors reserve the right to limit Observational Member access to and participation in network activities and do not guarantee access to all network events, deals, benefits, etc. Observational Members will be required to pay Annual Dues prior to investing in a deal through the network. Once dues are paid, all rights and requirements of Investor Members will apply to the member.
Membership dues are used to support the operation of the Ohio State Early Investor Network and will not be used to pay for deal expenses such as legal counsel or formation of an investment entity through the Platform (as defined in Section 4.01 below).
3.06 – Annual Renewal: To remain as an Investor Member, each Investor Member, other than a Founder Member, must annually pay their Annual Dues via check, wire transfer or credit card. Each member shall also re-affirm their Accredited Investor status on an annual basis. Dues paid via credit card may be automatically renewed annually by the Ohio State Early Investor Network.
3.07 - Discretionary Membership; Termination; Suspension: Membership is at the discretion of staff and the strategic advisors and is subject to annual renewal, non-renewal, revocation, or termination for any reason. Should staff and the strategic advisors deem termination or non-renewal of any membership advisable, such member will be notified in writing and the member given thirty (30) days (the “Termination Notice Period”) to submit a written response to the Membership and Engagement Committee. Staff and the strategic advisors shall consider, in their unfettered discretion, the member’s written response (if any) and provide a final determination within sixty (60) days of staff and the strategic advisors’ receipt of the member’s response. The decision of staff and the strategic advisors shall be final and not subject to appeal. If the member does not submit a written response to staff and the strategic advisors within the Termination Notice Period, membership shall be deemed automatically terminated at the expiration of the Termination Notice Period. In the event of termination, the member shall forfeit any Annual Dues or Founder Dues, as applicable. The Ohio State Early Investor Network may, in addition to any other remedies available to it, elect to suspend any benefits afforded to an investor member in the event that such member does not timely pay the Annual Dues in full; provided, however, that such benefits shall be reinstated promptly upon payment in full of any outstanding Annual Dues.
3.08 – Assent to Membership Agreement Amendments: Staff and the strategic advisors may from time to time amend the terms of this Membership Agreement and shall so notify all members in writing. In the event that the terms of this Membership Agreement are amended for any reason, any member may elect to opt out of the new Membership Agreement within thirty (30) days of receiving notice that the terms of the Membership Agreement have changed. Failure to opt out of the new Membership Agreement constitutes assent to the revised agreement.
3.09 – Opt-Out of New Membership Agreement Amendments: In the event that a member elects to opt out of the updated Membership Agreement, the member will no longer be entitled to access to the Platform or to any of the other benefits of membership; provided, however, that upon written permission of the Membership and Engagement Committee the member may be allowed to retain some benefits associated with membership for a limited period of time; provided further that, the member will remain subject to his, her or its obligations under the pre-amendment Membership Agreement, including the provisions of Sections 7, 8 and 9 of the pre-amendment Membership Agreement. If a member elects to opt out of a revised Membership Agreement, the member will forfeit any Annual Dues or Founder Dues, as applicable, previously paid.
4 MEMBER BENEFITS
So long as an Investor or Founder or Lifetime Member remains in good standing, the Ohio State Early Investor Network shall provide the follow benefits. The Ohio State Early Investor Network reserves the right to limit Observational Members' access to network benefits:
4.01 –access to a password-protected online software platform (the “Platform”) that enables a member to: (i) view investment opportunities in private companies affiliated with the broader Ohio State University community, (ii) obtain information from such private companies and ask their stakeholders questions regarding such investment opportunities, (iii) collaborate with other members in evaluating investment opportunities, and (iv) express interest in investment in such opportunities based on a member’s independent investment decisions;
4.02 – the ability to express interest in investments identified on the Platform;
4.03 – means to communicate and network with other members;
4.04 – from time to time, invitations to Ohio State Early Investor Network events, which may include opportunities to view company presentations and interact with other members; and
4.05 –membership in the Angel Capital Association, including access to angel investing education and professional development tools.
5 ACCREDITED INVESTOR STATUS
5.01 – Accredited Investor Status: By submitting a Membership Application and/or agreeing to the terms of this Membership Agreement, a member applicant certifies that she/he is an “accredited investor,” as that term is defined below.
5.02 – Definition of Accredited Investor: Rule 501(a) of the Securities Act of 1933, as amended, defines “accredited investor” to include for relevant purpose of the Ohio State Early Investor Network (i) “Any natural person whose individual net worth or joint net worth with that person’s spousal equivalent at the time of his or her purchase exceeds $1,000,000,” or (ii) “Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.”
For purposes of calculating net worth (i) the person’s primary residence should not be included as an asset, (ii) indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of submitting a Membership Application, should not be included as a liability (except that if the amount of such indebtedness outstanding at the time of submitting a Membership Application exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess should be included as a liability) and (iii) indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of submitting a Membership Application should be included as a liability.
5.03 – Failure to Qualify as an Accredited Investor: In the event that a member fails to qualify as an accredited investor under Rule 501(a) at any point during his or her membership, the member shall notify the Membership and Engagement Committee within 15 days of such non-qualification. THE MEMBER WILL NOT BE PERMITTED TO PARTICIPATE IN ANY OHIO STATE EARLY INVESTOR NETWORK INVESTMENT OPPORTUNITIES IF THE MEMBER FAILS TO QUALIFY AS AN ACCREDITED INVESTOR UNDER RULE 501(a).
6 MEMBERSHIP UNDERTAKINGS
Each member shall:
6.01 – With respect to members who are not Founder or Lifetime Members or Observational Members, timely pay the Annual Dues set by the Ohio State Early Investor Network, which initially will be set at $1,500, subject to change, with notice, at the discretion and approval of staff and the strategic advisors;
6.02 – Conduct herself / himself / themselves in a professional manner at all times;
6.03 – Provide timely, accurate and complete responses to information requests from the Ohio State Early Investor Network;
6.04 – Disclose to the Ohio State Early Investor Network any relationship with a company listed on the Platform that is a presenting company;
6.05 – Recognize that Ohio State Early Investor Network meetings and communications are focused on investment pursuits and members will not solicit other members, The Ohio State University or any of its affiliates or any company that has applied for funding to the Ohio State Early Investor Network for business;
6.06 – Maintain current, personal contact information in the Platform; and
6.07 – Disclose to the Ohio State Early Investor Network the particulars (e.g. relevant entity and dollar amount) of such member’s investments, if any, in entities brought to such member’s attention by the Ohio State Early Investor Network for purposes of Ohio State Early Investor Network tracking and impact assessment.
7 DISCLAIMER
7.01 – The Ohio State Early Investor Network Provides No Advice to Investors: Neither Ohio State Innovation Foundation, The Ohio State University, their respective affiliates, the Ohio State Early Investor Network nor any of their trustees, directors, officers, employees, students, members, representatives, sponsors or agents (each, an “Ohio State University Party”) are providing any member or any other person legal advice or investment advice or recommendations; no Ohio State University Party shall be responsible or liable for any investment decision made by any Ohio State Early Investor Network member. The Ohio State Early Investor Network is not a venture fund, investment bank, investment company, broker-dealer, associated person of a broker-dealer, investment clearinghouse, investment portal, investment advisor, tax, accounting or financial advisor, and the Ohio State Early Investor Network is not registered with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any state securities commission. Rather, the Ohio State Early Investor Network is a forum in which members may discuss various aspects of investments and business, as well as learn about companies for possible investment. The Ohio State Early Investor Network does not endorse any investment opportunity, makes no independent investigation to verify information provided by companies listed on the Platform and submitting to the Ohio State Early Investor Network for presentation or otherwise, and makes no representation or warranty regarding the same. Nothing in this Membership Agreement should be construed as an offer to sell, or a solicitation of an offer to buy, any security or investment product.
7.02 – Investment Risk: Members are responsible for their own independent investment decisions. All investments in entrepreneurial companies involve a high degree of risk, and investors must be able to bear the risk of complete financial loss.
7.03 – Reliance on Information: Whether and how to use any information or knowledge gained through the Ohio State Early Investor Network is each member’s individual and personal choice. The Ohio State Early Investor Network makes no representation or warranty regarding any investment opportunity or that any information submitted to it by a company is accurate or complete.
7.04 – Diligence: Each member, in considering an investment, must conduct the member’s own due diligence and rely upon that member’s financial, investment and other advisors in evaluating the terms of any investment opportunity. Each member expressly agrees that any educational, analytical, or facilitation activities that may be undertaken by any Ohio State University Party will be provided only for the convenience of the member.
7.05 – Participation Rights: Ohio State Early Investor Network membership does not create any right to participate in any particular investment opportunity. The Ohio State Early Investor Network has no authority or responsibility to accept or reject an investment by any member. Any company, in its sole discretion, may accept or reject a potential investor, based on the company’s sole discretion as to which investors best meet its needs and subject to other provisions or restrictions that such company may require, such as investor qualifications, minimum investment requirements and maximum investment limits. Companies may accept other investors who are not Ohio State Early Investor Network members.
7.06 – Liability: In no event will any Ohio State University Party be liable under this Membership Agreement to any member or any third party for consequential, incidental, indirect, exemplary, special, punitive or other damages, including any damages related to investment activity whether or not such damages were proximate or foreseeable. Notwithstanding anything herein to the contrary, in the event that any Ohio State University Party is determined to be liable to any member or third party for any reason, the member agrees that, except with respect to Founder Members, the aggregate liability of all Ohio State University Parties will not exceed the Annual Dues paid by the member during the calendar year in which any such liability occurred. Each Founder Member agrees that the aggregate liability of all Ohio State University Parties will not exceed the Founder Dues paid by the Founder Member.
7.07 – Cause of Action: Except in the case of fraud (which will be interpreted to include the element of scienter), no member will have any cause of action, and each member hereby irrevocably waives any cause of action that such member may have, known or unknown, now or in the future, against any Ohio State University Party relating to such Ohio State University Party’s Ohio State Early Investor Network-related activities, information sharing, company investment presentations, or any actions taken by other members of the Ohio State Early Investor Network or the Ohio State University global community which are related to the Ohio State Early Investor Network or the activities contemplated by this Membership Agreement.
8 CONFIDENTIALITY
8.01 – Confidentiality: Members may receive confidential information about the business affairs, products or services, intellectual property, trade secrets, third-party confidential information, or other sensitive aspects of companies brought to such members’ attention by the Ohio State Early Investor Network (collectively “Confidential Information”). Confidential Information does not include information that is: (i) publicly available at the time of disclosure or subsequently becomes available without violation of an obligation of confidentiality, (ii) expressly non-confidential, (iii) known by the member before a disclosure, or (iv) developed by the member independently.
8.02 – No Disclosure: No member will disclose or use Confidential Information for any purpose other than Ohio State Early Investor Network related activities, which activity may include conferring with a member’s investment advisors (provided such advisors agree to treat the information as Confidential Information), or other Ohio State Early Investor Network members. Each member will use the same degree of care, but no less than a reasonable degree of care, as the member uses with respect to its own information of a similar nature to protect the Confidential Information and to prevent: (i) any use of Confidential Information in violation of this Membership Agreement; and/or (ii) any communication of Confidential Information to any unauthorized third party. Upon the Ohio State Early Investor Network’s request, a member will promptly return or destroy all copies of Confidential Information (including all notes, summaries and abstracts thereof) and certify to the Ohio State Early Investor Network that such Confidential Information has been returned or destroyed.
8.03 – Permitted Disclosure: Members may only disclose Confidential Information (i) as set forth above or (ii) pursuant to applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, in which case disclosing members will provide the Ohio State Early Investor Network prompt notice of such disclosure.
8.04 – Member Information: Members shall not disclose any information regarding other members without the express consent of such members.
9 GENERAL
9.01 – Assignment: This Membership Agreement is binding and for the benefit of the Ohio State Early Investor Network and its members only. A member may not assign his or her rights under this Membership Agreement to any other party.
9.02 – Jurisdiction: This Membership Agreement and all related documents, including any and all exhibits attached hereto, if any, are governed by, and construed in accordance with, the laws of the State of Ohio excluding its conflicts of law principles. Unless otherwise agreed to by the Ohio State Early Investor Network and the relevant member, each member irrevocably and unconditionally agrees that she/he/it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Membership Agreement in any forum other than the United States District Court for the Southern District of Ohio or the courts of the State of Ohio. Each member hereby consents to the personal jurisdiction of such courts and waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in such courts has been brought in an improper or inconvenient forum.
9.03 – Entire Agreement: This Membership Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereto and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter. No party may rely on any statement, representation, warranty or agreement of the other party or of any other person acting on such party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Membership Agreement.
9.04 – Electronic Signatures: Each member agrees that the electronic signature, whether digital or encrypted, of the member included in this Membership Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature. “Electronic signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
9.05 – Notice: Members and the Ohio State Early Investor Network shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Membership Agreement in writing and addressed (i) if to a member at the electronic or other address set forth for that member in the Platform or if no electronic address is set forth for such member in the Platform to the last official electronic or other address the member has made known to the Ohio State Early Investor Network, (ii) if to the Ohio State Early Investor Network, then to: Ohio State Early Investor Network, Attn: Director, 2200 Olentangy River Road, Columbus, Ohio 43210, osein@osu.edu. The Ohio State Early Investor Network may deliver all notices by email, postal mail or personal delivery, in its sole discretion.
9.06 – No Waiver: No waiver by either the Ohio State Early Investor Network or any member of any breach by the other of any condition or provision of this Membership Agreement with regard to any other party hereto will be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor will the failure of or delay by any party in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. No waiver under this Membership Agreement is effective unless it is in writing, identified as a waiver to this Membership Agreement and signed by an authorized representative of the party waiving its right.
9.07 – Counterpart: This Membership Agreement may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties. The signatures of all the parties do not need to be on the same counterpart to be effective. Delivery of an executed counterpart by any means has the same effect as delivery of an executed original of this Membership Agreement.
9.08 – No Third Party Beneficiary: This Membership Agreement is not intended to benefit any third party and does not confer any rights or remedies to any person or entity other than the parties to this Membership Agreement.
9.09 – Severability: If any term or provision of this Membership Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Membership Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Your signature below serves as a complete understanding and agreement to all terms and statements above.