DatingPerfect Investor Portal

Terms of Use

Welcome to the DatingPerfect Investor Portal (the “Portal”), an online environment where accredited investors with whom we have a substantive, pre-existing relationship can learn about investment opportunities in DatingPerfect, Inc., a Delaware corporation, (the “Company,” “DatingPerfect,” “we,” “us,” or “our”).These Terms of Use (this “Agreement”) create a legally binding agreement between you and the Company that governs your access to and use of the Portal and any information contained therein. By using the Portal, including by simply viewing content regardless of whether you ultimately make an investment in the Company, you are agreeing that you, and each person that you allow to access the Portal through your account, will abide by this Agreement.

We may amend this Agreement at any time in our sole discretion, effective upon posting the amended Terms of Use at the domain of https://investors.datingperfect.net/terms-and-conditions/ or by communicating these changes through any written or other contact method we have established with you.

Our Privacy & Cookies Policy, as posted at the domain of https://investors.datingperfect.net/privacy-policy/ (the “Privacy Policy”), which explains how we collect and use information from visitors to our website, is incorporated by reference in this Agreement. We may amend the Privacy Policy at any time in our sole discretion, effective upon posting the amended Privacy Policy at the above domain or by communicating these changes through any written or other contact method we have established with you.

Use of the Portal is not directed to, or intended to be used by, any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Portal is prohibited. Persons subject to such prohibitions must not access the Portal and shall destroy any information related to, or obtained on, the Portal in such persons’ possession.

Acceptance of this Agreement.

1. By accessing any portion of the Portal, including through a mobile application, or submitting any information to us through any means, you agree to be bound by this Agreement, the Privacy Policy and all other operating terms, rules, policies and procedures that may be published by us from time to time on the Portal (the “User Agreements”), each of which is incorporated by reference herein and each of which may be updated by us from time to time without notice to you. If you do not accept and agree to be bound by all of the terms of the User Agreements, you are not permitted to use the Portal and are hereby instructed to destroy all information related to, and obtained on, the Portal in your possession.
2. By accessing the Portal, you consent to receive this Agreement and all notices in electronic form. To withdraw this consent, you must cease using the Portal, terminate your account, and notify DatingPerfect in writing at: DatingPerfect, 248 3^rdStreet, Suite 440, California, 94607.
3. Please print a copy of this Agreement for your records. To receive a non-electronic copy of this Agreement, please Contact Usor send a letter and self-addressed stamped envelope with sufficient postage to: DatingPerfect, 248 3^rdStreet, Suite 440, California, 94607. Please also Contact Usif you have any questions regarding this Agreement.

Federal Securities Matters, Eligibility and Representations.

1. Under the federal securities laws, a company may not offer or sell securities unless the transaction has been registered with the Securities and Exchange Commission or an exemption from registration is available. Certain securities offerings that are exempt from registration may only be offered to, or purchased by, persons who are “Accredited Investors” (as defined by Rule 501 of Regulation D under the Securities Act of 1933). One principal purpose of the Accredited Investor concept is to identify persons who can bear the economic risk of investing in these unregistered securities.
2. Any securities in the Company that may be offered on this Portal may only be purchased by Accredited Investors. You certify, acknowledge and agree that you are an Accredited Investor and that you come within at least one of the following categories:
   1. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
   2. a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the person’s primary residence (note that when calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence));
   3. a director, executive officer or general partner of the company selling the securities;
   4. a business in which all the equity owners are Accredited Investors;
   5. a charitable organization, corporation or partnership with assets exceeding $5 million;
   6. a bank, insurance company, registered investment company, business development company or small business investment company;
   7. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; or
   8. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

   YOU MUST MEET ONE OF THE ABOVE CRITERIA BEFORE VIEWING ANY INVESTMENT OPPORTUNITIES ON THE PORTAL OR OTHERWISE DISTRIBUTED BY THE COMPANY. WE ARE ENTITLED TO RELY UPON YOUR REPRESENTATION. YOU WILL IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION OR IF YOU DO NOT QUALIFY AS AN ACCREDITED INVESTOR FOR ANY REASON.

3. With respect to persons accessing the Portal from outside of the United States, references to “Accredited Investor” status shall include all relevant investor sophistication standard(s) applicable to persons in each such jurisdiction seeking to make private venture investments of such nature as an investment in the Company. Specifically, references to “Accredited Investors” accessing this Portal from the United Kingdom are those persons who have been certified as a High Net Worth Individual or Self Certified Sophisticated Investor in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
4. In addition to being an Accredited Investor, the only people who are authorized to access the Portal are sophisticated investors with experience assessing the long-term business prospects of early stage companies. Any person considering making an investment in the Company must understand the risk of investing in early stage companies, including the high likelihood of loss and long period of illiquidity, and be able to protect his or her own financial interests. Accordingly, you certify, acknowledge and agree to each of the following:
   1. you have substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, such that you are capable of evaluating the merits and risks of an investment in the Company and have the capacity to protect your own interests;
   2. you understand that any securities in the Company are (i) not freely tradeable (restricted), (ii) illiquid (no market for you to sell) and (iii) considered high-risk investments;
   3. you understand that there is no guarantee of any return on your investment and you should not invest in any offering on the Portal if you cannot afford the risk of losing your entire principal amount;
   4. you will only invest in the Company after carefully reviewing and assessing the terms of the investment, the Company’s organizational documents and any other information provided on this Portal or otherwise made available to you in connection with the Company or an investment in the Company;
   5. 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;
   6. you will be solely responsible for complying with applicable laws;
   7. you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice; and
   8. you will not share access, or any invitation for access, to the Portal or other information shared by the Company relating to an investment in securities thereof, with any person who does not meet the eligibility requirements set forth in Sections 2, 3, 4, and 5 of this section “Federal Securities Matters, Eligibility and Representations” (e.g., any person who is not an Accredited Investor with substantial financial experience).
5. You further certify, acknowledge and agree to the following:
   1. you are at least 18 years of age;
   2. 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 the Portal violates provisions of the law to which you are subject, you will cease using the Portal and close your account;
   3. 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;
   4. you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;
   5. you shall be solely responsible for maintaining the confidentiality of your password;
   6. you will update your registration information with the Company as needed so that it remains true, correct and complete;
   7. you will conduct yourself in a professional manner in all your interactions with the Company and any of its affiliates, members or subscribers; and
   8. you are not aware of the publication of any advertisement or solicitation in connection with a potential investment opportunity with the Company.

Term and Termination.

This Agreement will remain in full force and effect while you use the Portal. Subject to the last sentence of this paragraph, you may terminate this Agreement at any time by sending the Company written notice of cancellation to DatingPerfect, 248 3 ^rd Street, Suite 440, California, 94607. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers and other storage media all copies of any intellectual property owned by the Company or any other information that you acquired via use of the Portal. Your representations and covenants in this Agreement and any other provisions of this Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.

Account Security.

You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify the Company of any disclosure or unauthorized use of your username or password or any other breach of security, and ensure that you log out from your account at the end of each session.

Proprietary Rights.

The Company owns and retains all proprietary rights in the Portal, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Portal contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Portal, without first obtaining the prior written consent of the Company or, if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

License to Use the Portal.

All right, title, and interest in and to the Portal is and will remain the exclusive property of the Company and its licensors. The content on the Portal is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the DatingPerfect name or any of the DatingPerfect trademarks, logos, domain names or other distinctive brand features. Subject to your acceptance of this Agreement, the Company grants to you a worldwide, non-assignable, non-exclusive, non-transferable, revocable limited license to use the Portal on the terms and conditions of this Agreement.

Your Use of the Portal.

1. Your use of the Portal must comply with all applicable laws and regulations. You agree that the Company may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that your use violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Portal in the future; or (v) protect the rights, property or personal safety of the Company or any other person.
2. You are not permitted to do any of the following:

1. express or imply that any statements you make are endorsed by the Company without our specific prior written consent;
2. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Portal or its contents;
3. collect usernames and/or email addresses of other users of the Portal by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Portal;
4. interfere with or disrupt the Portal or the servers or networks connected to the Portal;
5. email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
6. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Portal (either directly or indirectly through use of third-party software);
7. “frame” or “mirror” any part of the Portal, without the Company’s prior written authorization;
8. modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Portal or any software used on or for the Portal, or cause others to do so; or
9. post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Portal other than solely in connection with your use of the Portal in accordance with this Agreement.

Modifications to the Portal.

The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Portal (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Portal. To protect the integrity of the Portal, the Company reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Portal.

Links.

The Portal may contain advertisements and promotions offered by third parties and links to other websites or resources. You acknowledge and agree that the Company is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Portal, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.

Confidentially

1. You will not use, disseminate, or in any way disclose any Confidential Information (as defined below) to any person, firm or business, except to the extent necessary to perform due diligence on the Company in connection with assessing whether you intend to invest in the Company (the “Purpose”). Furthermore, you may not disclose the existence of any negotiations, discussions or consultations in progress between you and the Company without the prior written consent of the Company. You shall treat all Confidential Information with the same degree of care as you accord to your own Confidential Information, but not less than reasonable care. You may disclose Confidential Information only to those of your employees, consultants and contractors who need to know such information in connection with the Purpose. You certify that each such employee, consultant and contractor will have agreed, either as a condition to employment or in order to obtain Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to you under this Agreement. You shall immediately give notice to the Company of any unauthorized use or disclosure of Confidential Information. You shall assist the Company in remedying any such unauthorized use or disclosure of Confidential Information.
2. For purposes of this Agreement, “Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services, including for example and without limitation, information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans and (b) any other information that would be considered confidential based on the circumstances surrounding its disclosure by a reasonable person familiar with the Company’s business and the industry in which the Company operates.
3. You obligations under the previous paragraph shall not apply to any Confidential Information that you can document: (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to you by us through no fault of your own; (b) was rightfully in your possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to you by us; (c) was developed by your employees or agents independently of and without reference to any of the Confidential Information; or (d) was communicated by us to an unaffiliated third party free of any obligation of confidence. A disclosure by you of any Confidential Information shall not be considered to be a breach of this Agreement if such disclosure is made in response to a valid order by a court or other governmental body or as otherwise required by law; provided, however, you shall provide prior written notice thereof to the Company to enable us to seek a protective order or otherwise prevent such disclosure.
4. All Confidential Information, and any Derivatives (defined below) thereof, whether created by us or you, are the property of the Company and no license or other rights to Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material that is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished by us to you (whether or not they contain or disclose Confidential Information) are the property of us. Within five (5) days after any request by us, you shall destroy or deliver to us, at our option, (a) all such materials and (b) all materials in your possession or control that contain or disclose any Confidential Information. You will provide us a written certification of your compliance with your obligations under this paragraph.

Disclaimers.

1. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE PORTAL ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PORTAL (INCLUDING THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS ON THE PORTAL WILL BE CORRECTED.
2. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PORTAL IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE PORTAL.
3. From time to time, the Company may make third-party opinions, advice, statements, offers, or other third-party information or content available on the Portal. All third-party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third-party authors are solely responsible for such content.
   THE COMPANY DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY CONTENT ON THE PORTAL, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE PORTAL. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE PORTAL.

imitation on Liability.

1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, OR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE PORTAL AND OPERATORS OF EXTERNAL WEBSITES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE PORTAL OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
2. To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.

Arbitration.

1. The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Portal shall beBINDING ARBITRATION. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a dispute or claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court of proper jurisdiction rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules.
2. Notwithstanding the above provision concerning arbitration, you have the right to bring an individual claim against the Company in a small-claims court of competent jurisdiction. Additionally, the above provision concerning arbitration may not apply, at the Company’s discretion, to (1) any disputed seeking to enforce or protect, or concerning the validity of, any of the Company’s intellectual property rights; (2) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use of Company information; and (3) any claim by the Company for injunctive relief.
3. You agree that any arbitration shall be limited to the dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) no dispute between you and the Company is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any dispute in a purported representative capacity on behalf of the general public, other users of the Portal or any other persons.

Indemnification.
You agree to indemnify and hold the Company, its affiliates, and its and their officers, directors, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of: (i) your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), (ii) your access to or use of the Portal; or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in connection therewith.

Notice.

The Company may provide you with notices, including those regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings on the Portal. Such notices may not be received if you violate this Agreement by accessing the Portal in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Portal in an authorized manner.

Miscellaneous.

1. The Company operates and controls the Portal from its offices in the United States. The Company makes no representation that the Portal is appropriate or available in other locations. The information provided on or through the Portal is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Portal from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
2. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone, so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
3. We may amend this Agreement at any time in our sole discretion, effective upon posting the amended Terms of Use at the domain of https://investors.datingperfect.net/terms-and-conditions/ or by communicating these changes through any written or other contact method we have established with you. Your use of the Portal following the date on which such amended Terms of Use are published will constitute consent to such amendments. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement.
4. This Agreement and all aspects of the Portal shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of law’s provisions) regardless of your location except that any provisions governing arbitration of this Agreement shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce an arbitration award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in San Francisco County, California, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon a party if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by the relevant party to the Company in connection with its use of the Portal. With respect to any disputes not subject to arbitration by applicable law, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in San Francisco County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in San Francisco County, California. To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this section shall remain in full force.
5. The failure of the Company to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this Agreement as so interpreted.
6. You and the Company agree that if any portion of this Agreement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which shall continue to be in full force and effect.
7. The section headings used herein are for convenience only and shall not be given any legal import. Upon the Company’s request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against the Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
8. You may not assign this Agreement without the Company’s prior written consent. Any attempt to assign this Agreement without the Company’s consent shall be void.
9. No agency, partnership, joint venture or employment is created as a result of this Agreement and you may not make any representations or bind the Company in any manner.
10. This Agreement contains the entire understanding of you and the Company, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Portal by the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
11. You and the Company both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Portal, this Agreement or our Privacy Policy must be filed withinONE (1) YEARafter such claim or cause of action arose or be forever barred.
12. This Agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any other user.
13. Under California Civil Code Section 1789.3, California users of the Portal receive the following specific consumer rights notice: “The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.”

PleaseContact Uswith any questions regarding this agreement.

DatingPerfect, Inc.
248 3^rdStreet, Suite 440
Oakland, California, USA, 94607

DatingPerfect is a trademark of DatingPerfect, Inc., a Delaware corporation.

If you are an accredited investor you, likely know that already. If you are uncertain, you MAY not be. Let’s all stay informed and compliant. Included herein is some helpful information from our friends at the SEC. And, Yes, DatingPerfect intends to keep them as friends, so please check this out before clicking SUBMIT. 🙂

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The SEC’s Office of Investor Education and Advocacy is issuing this Investor Bulletin to educate individual investors about what it means to be an “accredited investor.”

What Does It Mean To Be An Accredited Investor?

Under the federal securities laws, a company or private fund may not offer or sell securities unless the transaction has been registered with the SEC or an exemption from registration is available. Certain securities offerings that are exempt from registration may only be offered to, or purchased by, persons who are accredited investors. One principal purpose of the accredited investor concept is to identify persons who can bear the economic risk of investing in these unregistered securities.

Unlike offerings registered with the SEC in which certain information is required to be disclosed, companies and private funds, such as a hedge fund or venture capital fund, engaging in these exempt offerings do not have to make prescribed disclosures to accredited investors. These offerings, sometimes referred to as private placements, involve unique risks and you should be aware that you could lose your entire investment.

The SEC recently adopted rules to permit general advertising for certain exempt offerings.

Are You An Accredited Investor?

An accredited investor, in the context of a natural person, includes anyone who:

• earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR
• has a net worth of over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence).

On the income test, the person must satisfy the thresholds for the three years consistently either alone or with a spouse, and cannot, for example, satisfy one year based on individual income and the next two years based on joint income with a spouse. The only exception is if a person is married within this period, in which case the person may satisfy the threshold on the basis of joint income for the years during which the person was married and on the basis of individual income for the other years.

In addition, entities such as banks, partnerships, corporations, nonprofits and trusts may be accredited investors. Of the entities that would be considered accredited investors and depending on your circumstances, the following may be relevant to you:

• any trust, with total assets in excess of $5 million, not formed to specifically purchase the subject securities, whose purchase is directed by a sophisticated person, or
• any entity in which all of the equity owners are accredited investors.

In this context, a sophisticated person means the person must have, or the company or private fund offering the securities reasonably believes that this person has, sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment.

How Do I Calculate My Net Worth?

To qualify as an accredited investor under the net worth test, you must have a net worth that exceeds $1 million, either alone or with a spouse. If calculating joint net worth with a spouse, it is not necessary that property is held jointly. Calculating net worth involves adding up all your assets and subtracting all your liabilities. The resulting sum is your net worth.

The value of your primary residence is not included in your net worth calculation. In addition, any mortgage or other loans on the residence does not count as a liability up to the fair market value of the residence. If the loan is for more than the fair market value of the residence (i.e., if your mortgage is underwater), then the loan amount that is over the fair market value counts as a liability under the net worth test.

Further, any increase in the loan amount in the 60 days prior to your purchase of the securities (even if the loan amount does not exceed the value of the residence) will count as a liability as well. The reason for this is to prevent net worth from being artificially inflated through converting home equity into cash or other assets.

What If I Am No Longer An Accredited Investor?

The rules defining accredited investor were changed with the passage of the Dodd-Frank Act to exclude a primary residence from the net worth test. This means that some investors who were accredited investors prior to July 20, 2010, are now not accredited investors. For these investors, any purchase rights, such as preemptive rights or rights of first offer, related to securities that they invested in as accredited investors prior to July 20, 2010, are grandfathered in, provided that certain conditions are met. This means that the investor can still exercise these rights even though the investor may not meet the current definition of an accredited investor.

(SOURCE: https://www.investor.gov/additional-resources/news-alerts/alerts-bulletins/investor-bulletin-accredited