GENERAL
Introduction. These Echo Investment Services Terms (the “Investment Services Terms”) supplement our General Terms, which are expressly incorporated by reference, and together with the General Terms, collectively governs your access and use of the Echo Investment Services. Any capitalized terms used in these Investment Services Terms, but not defined herein have the meanings given to them in the General Terms. In the event of any conflict or inconsistency between these Investment Services Terms and the General Terms, the applicable terms of these Investing Platform Service Terms will control with respect to your use of the Investing Platform Service.
General Securities Law Notice. Globally, the securities laws applicable to private company fundraising are complex, overlapping, and frequently ambiguous. This is particularly the case with respect to digital assets, an emerging asset class that straddles multiple legal classifications. In general, however, the securities laws in many jurisdictions are designed to compel adequate disclosure from issuers, reduce and mitigate fraud, and protect unsophisticated investors from making poor investment decisions. These laws typically achieve these goals by mandating a registration process for publicly sold securities or by limiting the exposure of the broader public to potentially risky investments by requiring that the sale of the securities be exempt (either at a transactional level or because the asset itself is exempt from registration). For instance, in the United States, the United Kingdom, most member states of the European Union, Japan, Singapore, and several other major jurisdictions, applicable securities laws require securities sold in connection with a public registration statement filed with the local regulator, unless the sale qualifies for an exemption.
Generally, startup ventures that typify the types of entities we expect Investors to be interested in through our Services use one or more of “private placement” exemptions because they allow for the raising of capital without complying with the costly and time-consuming registration process outlined above. However, in many instances, one of the requirements of a private placement-like 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” (other than limited instances, such as the United States’ recently enacted 506(c) offering type under its applicable securities laws). Many states and foreign countries all have their own regulations governing securities transactions that must be observed as well, including potential transfer or selling restrictions that apply to privately issued securities. While Echo may conduct screening for its own purposes, you must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site and through our Echo Investment Services.
ECHO INVESTMENT SERVICES
Overview. These Investment Services Terms set forth terms on which (i) Group Leads (as defined below) can interact with Investors through our platform, including through the creation of groups to syndicate investors interested in participating in investment opportunities and acting as Group Leads for investment vehicles participating in those opportunities and (ii) Investors can interact with Group Leads, join groups with potential investment opportunities meeting their criteria, and participate in investment opportunities through investment vehicles.
Group Leads.
General. A “Group Lead” means someone who uses Echo Investment Services in order to curate a group of like-minded investors and share potential investment opportunities with this group of investors through an Echo-advised Vehicle. In order to create an account and act as a Group Lead on Echo, you must first be approved by Echo. Echo requires that Group Leads qualify as a sophisticated investor with relevant personal or professional experience making angel and growth stage investments and prioritizes historical experience and an established track record. As a Group Lead, you may create one or more groups and establish criteria to filter the types of Investors who have access to your groups and any associated deals you may make available through our Services. Echo may also enable you to identify the types of Investors with specific investor profiles you would like to see via the Echo Investment Services. However, we do not promise that all of the Investors you express interest in will be made available to you through the Echo Investment Services, and we also do not promise that any Investors that are displayed to you through the Echo Investment Services will actually satisfy your criteria.
Incentive Payments. In connection with making one or more deals available as a Group Lead, you may be entitled to set certain fees or incentive amounts that other Investors in a Vehicle will pay in the event that one or more of the investments you have made available to your Group are profitable. You acknowledge and agree that any carried interest or similar payments shall be exclusively earned by and collected by Echo or one of its affiliates and any payments to you in connection with such payments may be conditioned on your execution and completion of additional documentation or terms with Echo. You explicitly acknowledge and agree that the Investors in any of your groups shall not be obligated to pay you any incentive payment or carried interest directly as Group Lead.
Private Information. If you are a Group Lead, you are welcome to upload information about your business plan, including information you consider confidential (including Private Information), and to designate which Investors may see that information (either by specifically filtering Investors, or by indicating categories of Investors that may see your Private Information). “Private Information” means, all information acquired by, through or in connection with your use of the Investing Platform Service or the Site that was provided by another person and which is identified as “Private”, “Locked”, “Confidential” or in any other manner reasonably designed to identify the character of such information. Echo commits to using our best efforts to display Private Information only to Investors who have indicated they meet the criteria you have established, but we cannot, however, guarantee that Investors who see your Private Information do not distribute that information. We also cannot guarantee that Investors have been fully truthful and actually fit within the categories they have identified themselves under, or that there will never be a software bug or a hacker attack that allows unauthorized viewing of material or that allows unsolicited contacts to occur.
No Financial Advice or Other Regulated Activity. As a Group Lead, you understand and agree that currently, Echo is the only investment manager entitled to provide the Vehicles advice with respect to the business of managing securities through the Services. In no event shall you represent or warrant to a Vehicle or the members of the Vehicle that you are authorized or approved to provide financial advice or advice related to the business of managing securities through the Services without Echo’s explicit written consent.
Investors.
General. In order to create an account to join groups or invest in vehicles through the Echo Investment Services, you must qualify as a sophisticated investors with personal or professional experience assessing the long term business prospects of early stage companies and/or digital assets (“Investors”). Investors must understand the risk of investing in early stage companies, particularly those in the digital asset space, which risks including the high likelihood of loss and extended periods of low or nonexistent liquidity. To qualify to use the Echo Investment Services as an Investor, you must constitute a Qualified Investor (as defined below) and be sophisticated enough to protect your own interests. As an Investor, you may join one or more groups that present investment opportunities that interest you and/or participate in one of these opportunities through the vehicles offered through our Services. In the course of participating in investment opportunities through our Services, you may receive Private Information and will be expected to abide by all applicable terms of confidentiality, including any terms set forth in our General Terms and any supplemental agreements you enter into in connection with a particular investment. Echo may also enable you to identify the types of Group Leads and investment opportunities you would like to see via the Echo Investment Services. However, we do not promise that all of the Group Leads or investment opportunities you express interest will be made available to you through the Echo Investment Services, and we also do not promise that any Group Leads or investment opportunities that are displayed to you through the Echo Investment Services will actually satisfy your criteria.
Investor Qualification. We require each new User of the Echo Investment Services who wishes to register as an Investor to qualify as Qualified Investor. For purposes of these Investment Services Terms, a “Qualified Investor” means an investor that has completed Echo’s Investor qualification process to Echo’s satisfaction in its sole discretion and otherwise satisfies all applicable local law requirements to participate in a particular investment under consideration. For instance, for persons who qualify as U.S. persons under applicable U.S. securities laws, a Qualified Investor must be an Accredited Investor or Qualified Purchaser. Our qualification process has been designed to elicit self-certifications and attestations necessary for us to determine whether an Investor possesses the requisite sophistication to participate in an investment through the Echo Investment Services, but we do not verify all of the representations made by every Investor. However, to the extent Echo is not satisfied that an Investor constitutes a Qualified Investor following completion of our qualification process, we reserve the right to require an Investor submit additional evidentiary support at their own cost in order to use the Echo Investment Services.
Embedded Wallet Services. Investors on Echo may make funding commitments using digital assets in an Embedded Wallet (as defined in the Embedded Wallet Service Terms) generated when using our Echo Investment Services. Echo is not a custodian of your Embedded Wallet and does not have access to this Embedded Wallet. In the event that you lose access to this Embedded Wallet, you will lose access to all assets in this Embedded Wallet, and we will be unable to assist and will not be liable for such losses. Your use of the Embedded Wallet shall be subject to the Embedded Wallet Service Terms and you are required to accept these terms in order to use an Embedded Wallet with the Echo Investment Services. For more details about the Embedded Wallet, including risks associated with this Embedded Wallet and your rights and responsibilities, please see the Embedded Wallet Service Terms.
General User Requirements. In addition to our qualification process for Investors, all Users of our Echo Investment Services are required to satisfy certain applicable know your customer and anti-money laundering requirements that are part of our general compliance policies. This includes submission of certain personal, identifying information and evidentiary support to Echo or a Third-Party Service that Echo may use to conduct such know your customer and anti-money laundering procedures. If you do not agree to complete these procedures, you may be permitted to view the Site but will be unable to use any of the Echo Investment Services, but you will still be bound by the Echo Investment Services Terms to the extent applicable. Group Leads should be aware that information they provide that is not designated as “Private” will be visible to all Users on the Site. Echo hereby reserves the right to modify or discontinue your access to the Echo Investment Services at any time for any or no reason.
Additional Covenants Related to Using the Echo Investment Services. In order to use the Echo Investment Service Terms, you hereby agree to these additional covenants that supplement any other applicable terms set forth in these Investment Services Terms or the rest of the Terms:
Self-Assessment. You will only join a group and/or invest in a vehicle or other product offered through the Echo Investment Services after thoroughly reviewing and assessing the terms of the investment, including any related private placement memorandum, subscription agreement and organizational documents as well as any information provided through the Site.
Own Judgement. You will use exercise your own discretion and judgement before making any decision to invest or to accept an investment.
Sole Responsibility. It is your sole responsibility to comply with applicable law regarding any transaction, including without limitation, the determination of whether any Investor is a qualified to participate in any investment under applicable local law and whether any investment complies with the terms of local law.
Financial and Tax Advice. Unless explicitly set forth in a separate written agreement between you and Echo, you are solely responsible for obtaining the necessary financial, tax and legal advice needed to assess the investment and protect your interests.
Acceptance and Understanding of Risks. You have reviewed and understand the various risks we have discussed here and are otherwise informed about the risky and highly speculative nature of angel investments.
No Recommendation from Echo or Affiliates. Unless explicitly set forth in a separate written agreement between you and Echo (or another applicable third party), you are not expecting Echo or any other third party to recommend any investment or provide other advice.
Regulated Activity. You will not use Echo in any way that may cause Echo or its affiliates to have to register as a regulated entity to the extent it is not already registered or be treated as an underwriter under any applicable local law.
Limitations On Our Obligations When Using Echo Investment Services. The following additional limitations apply to our obligations to you when using the Echo Investment Services:
Introductions. We are not obligated to make any connections to a particular Group Lead or Investor, even to the extent you have indicated particular criteria that may match the profile of a certain Group Lead or Investor.
Due Diligence. While we maintain our own policies and procedures to conduct due diligence on our Users, we are not responsible for doing diligence on the Group Leads, Investors, or other users you meet through Echo on your behalf or verifying any representations, materials or other information provided by Deal, Investors, or other users to you.
Investor Qualifications. We are not responsible for verifying on your behalf that any Investor is qualified, authorized or otherwise appropriate to invest under applicable local law, or for determining whether any use of Echo constitutes a general solicitation (or its equivalent) of securities under the securities laws of any state or other jurisdiction.
No Recommendation from Echo or Affiliates. Unless explicitly set forth in a separate written agreement between you and Echo (or another applicable third party), we do not recommend any startups for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by startups on the Site or in our emails. In particular, your access of the Site or use of our Echo Investment Services does not mean we are acting as an investment adviser to any particular Investor(s) and the Site is not intended to constitute investment advice.
Investments. We may from time to time invest in another business, either in our individual capacity or through the creation of a vehicle through the Echo Investment Services. Notwithstanding the foregoing, in no event are we obligated to make a particular investment opportunity available to anyone else, including any Investors, even to the extent we permit some Investors to participate using our Echo Investment Services.
FEES AND PAYMENTS
Fees and Payments. You may subscribe to or pay for certain Services as part of using the Echo Investment Services. Your subscription level and corresponding pricing and other terms will be as specified when you create an account through the Site or otherwise execute a separate written service supplement with us. You may upgrade your subscription any time during your subscription term by providing written notice to us and agreeing to pay the applicable incremental fees we communicate to you for such upgrade. You agree to pay Echo, its affiliates and other third parties, as applicable, the fees specified on a subscription page on the Site when you subscribe for one of the Echo Investment Services or that are otherwise set forth on a separate written service supplement(s) or agreements executed by the parties (the “Fees”). We reserve the right at any time to change our fees (including to begin charging for services that we are currently providing free of charge) and billing methods in accordance with our General Terms, effective either immediately upon posting on the Site, notifying you through the Echo Investment Services or by email delivery to you. You agree to pay the fees periodically in accordance with any applicable term of the Echo Investment Services you opt-into or the terms of a separate written service supplement(s) or agreement(s).
GENERAL
Term and Termination. Unless terminated by Echo, these Echo Investment Terms will remain in full force and effect while you use our Echo Investment Services. You’re free to terminate your use of the Echo Investment Services at any time; please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services and you understand and agree that you will remain responsible for any accrued Fees through your date of termination. We are also free to terminate (or suspend access to) your use of the Echo Investment Services for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. If we suspend your use of the Services, you may continue to access your Embedded Wallet directly or through other services not hosted by us. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us (if applicable), any limitations on our liability, and terms regarding disputes between us.