Legal

Product Terms - Eleven

Last Modified: July 1, 2021

PLEASE READ THESE TERMS CAREFULLY.

The Eleven Product Specific Description and Terms are intended to highlight some of the important things about using our different products.

If you are using any of the product(s) or service(s) described below, the terms corresponding to those product(s) apply to your use. We periodically update this page by posting a revised copy at https://platformeleven.io/product-terms, so please check back here for current information.

1.0 Investor Account

The Investor Account is a free, permission-based account on Eleven that gives a User a single license to centrally access information, documents, data and opportunities that the User has been permissioned to receive through the Platform by any number of other Users, including, but not limited to, Fund Administrator Account Users (e.g. for delivering investment related information and communications), Fund Manager Account Users (e.g. for delivering information and materials) and Investor Account users being serviced by a Fund Administrator Account (e.g. for granting you access to certain of the User’s investment information).

Other Users can create your Account and/or manage your access to information they control, with such Users, in respect of your relationship to them, being a “Data Controller.”. You may contact each Data Controller about the information, permissions and communications they are managing between your Account and them and request that they revoke your access to or remove certain information and/or terminate their communications with you using the Platform, however, each Data Controller may respond in accordance with their own policies, and Eleven is not responsible or liable for any actions or failures by the Data Controller. Investor Accounts also have certain features to manage certain preferences, including, in some cases, what information you want access to.

1.1 Description of Investor Account functionality:

Investor Accounts have a growing and evolving list of features, functionality and workflows engineered to make it easier to access and manage information, data and opportunities easier; interact, engage and communicate with information and people and transact electronically in private investment opportunities. The Investor Account includes, and is not limited to, a collection of the following features and workflows:

1.2 Retrieval of User Content or Materials

For any Investor Account, we will not provide you with any access to data after termination of your account. If you want to retain any data or documentation after your account is terminated, we recommend you export that data or documents (where applicable) from your Eleven account in advance.

1.3 Unified Database

By using the Platform, you understand that all contact information and personal identifying data will be stored in a unified database with your account, and that various workflows you use, and other Users may be using to service or interact with you, will pull from this database.

1.4 Investor representations

I understand that transactions in a private securities are subject to local laws and regulations and I represent that any transactions I make will be in compliance with the applicable laws and regulations.

I understand that Eleven has not reviewed, does not endorse, and is not in any way involved in the offer or sale of any investment product that may have information hosted through Eleven’s portal. Eleven provides or allows the use of links to third party content only as a matter of convenience, and in no event shall Eleven be responsible for any contents, products or other materials on or available through Eleven’s hosted platform.

AIFMD REVERSE SOLICITATION. THE EUROPEAN UNION’S ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (AIFMD), EFFECTIVE AS OF JULY 22, 2013, IMPOSES EXTENSIVE OPERATIONAL AND OTHER REQUIREMENTS ON ALTERNATIVE INVESTMENT MANAGERS, INCLUDING NON-EU MANAGERS THAT ACTIVELY MARKET THEIR FUNDS TO INVESTORS WITHIN THE EUROPEAN UNION. BY AGREEING TO OUR TERMS OF USE AND USING YOUR INVESTOR ACCOUNT, YOU AFFIRMATIVELY REQUEST TO RECEIVE MARKETING MATERIALS, ON-GOING SERVICE INFORMATION AND DIRECT CONTACT FROM ALL OF THE PLATFORM MANAGERS WHO YOU SELECTED TO FOLLOW OR REQUESTED ACCESS TO THEIR PORTALS, IRRESPECTIVE OF WHETHER THEY ARE AIFMD COMPLIANT OR NOT. THIS REQUEST WILL BE TREATED AS AN ON-GOING REQUEST TO RECEIVE MARKETING MATERIALS SO LONG AS YOUR ACCOUNT REMAINS ACTIVE AND YOU SHALL CONTACT US IN WRITING SHOULD YOU WISH TO CANCEL OR SUSPEND THIS REQUEST. YOU UNDERSTAND THAT THE MANAGERS USING THE PLATFORM RELY ON THIS REQUEST IN ORDER TO COMPLY WITH VARIOUS REGULATORY REQUIREMENTS IN THE EU.

BY ACCEPTING THIS AGREEMENT, YOU INDICATE YOUR ACCEPTANCE OF THESE PRODUCT TERMS AND CONFIRM THAT YOU (OR ANYONE ON WHOSE BEHALF YOU MAY BE ACTING) ARE A QUALIFIED INVESTOR AND THAT YOU ARE ABLE TO USE THE SERVICE AND RECEIVE THE CONTENT UNDER APPLICABLE LAW OR, IF YOU ARE AN AGENT OF A QUALIFIED INVESTOR, THAT YOU ACT ONLY ON BEHALF OF SUCH QUALIFIED INVESTOR AND THAT YOU ARE ABLE TO USE THE SERVICES IN YOUR CAPACITY AS AGENT AND RECEIVE THE CONTENT UNDER APPLICABLE LAW. SUCH ACCEPTANCE IS ON YOUR BEHALF AND ON BEHALF OF ANY ENTITY THAT EMPLOYS YOU AND/OR THAT YOU REPRESENT IN CONNECTION WITH YOUR USE OF THE SERVICE. IN THIS SECTION, “YOU” INCLUDES YOU INDIVIDUALLY, AND EACH ENTITY THAT YOU REPRESENT. IF YOU DO NOT ACCEPT THESE TERMS OF USE AND/OR DO NOT OTHERWISE HAVE PERMISSION TO USE THE SERVICE DIRECTLY OR ON BEHALF OF THE ENTITY THAT YOU REPRESENT, YOU SHOULD NOT ACCEPT THIS AGREEMENT AND IMMEDIATELY EXIT THIS WEBSITE.

2.0 Manager Accounts

Manager Accounts are for qualified fund managers, deal sponsors and other managers of private investments to streamline, accelerate, simplify and digitize their fundraising, private placement and investor relations processes. The technology helps fund managers drive investor engagement, increase security, compliance and oversight, and unify the investor experience. The Manager Accounts aim to offer an all-in-one platform, combining features and functionality often used across multiple software licenses, subscriptions and solutions in one integrated, online environment.

Manager Accounts are governed by the Manager Account Agreement. By using a Manager Account, you agree to its terms.

2.1 Overview

The Manager Account is free, subject to certain limits (provide below), and it includes access to upgradable, premium modules.

Users of the Manager Account can launch their own "digital store" or "virtual marketplace," where they can upload information, data and documentation about their firm and offerings and securely share it, using a permission-based system.

The Manager Account can: 1) operate on a stand-alone basis solely by you or your firm, or 2) be launched, powered or extended by a fund administrator using a Fund Administrator Account to service your firm. Fund Administrators who are servicing one (or many) of your fund offerings (including managing the subscription process), have the tools to distribute information, data and documents to investors on your behalf. Any such action by the Fund Administrator is governed and authorized solely in accordance with any Fund Administration agreement entered into between the Fund Manager and Fund Administrator, to which Eleven is not a party. Furthermore, as per Eleven’s Terms of Use, Eleven has no resulting obligations in terms of the accuracy of any User Content in a Fund Manager Account, nor the distribution to any other party through the Platform.

Every Virtual Marketplace may be accessed with a unique Eleven-hosted URL (“Manager URL”) address with a shortened and hyphenated version of the investment manager’s name, for example: https://platformeleven.io/sample-manager.

The Virtual Marketplace is a modular system that includes several main sections: Home, Offerings, Documents, My Investments and Transact. The Home page, Documents and some pages in Offerings may be accessed by the active relationships you have in your People (as described further below). Visibility of your Offerings can also be limited to relationships that certify that they are an “Accredited Investor” and which a Fund Manager has independently verified. Access to certain pages and document libraries for your specific offerings are permission-based.

The Manager Account is an entity-level account (versus an individual User Account) where multiple Users can have access to the same Manager Account License.

2.2. Description of functionality

The Manager Account entails a number of integrated features packaged into two principal sections: Engagement and Build Your Portal.

Engagement

The Engagement area includes the following subsections:

Build your portal

Build Your Portal is an administrative, user-friendly area to build and maintain information, offerings and documents available in your Virtual Marketplace and manage certain settings.

2.3 Limits

2.3 Upgradable modules

Users of Manager Accounts can upgrade to various premium modules and services while logged in. The premium modules include: Pro, Digital Transactions, Factsheets and Offering Dashboards. Pricing and additional terms for each module are provided during the upgrade, subscription or purchase process.

2.3 (a) Pro

(i) Description of functionality

Pro is a premium, subscription-based version of the Manager Account that provides more features, tools and information. It allows users of the Manager Account to take a more active role in servicing their investor relationships. It is designed to help accelerate the fundraising process, improve conversion rates and improve your brand and investor experience. Eleven charges a monthly license fee for Pro based on the assets you manage plus a per user license fee. Pro Features include:

(ii) Limits

Pro has the same limits as the Manager Account, except as provided below:

2.3 (b) Digital Transactions.

(i) Description of functionality

Digital Transactions allows you to digitize your transaction documents (e.g. subscription documents) to provide your relationships with the ability to transact online inside your Virtual Marketplace. Your current documentation is digitized and put into a secure, scalable wizard for investors to use, making the process faster, more accurate and more secure. Investors can start from scratch or apply any of their saved Investor Profiles to the transaction for even faster execution. This module includes electronic signature workflows, KYC documentation workflows and reviewing, approval and downloading workflows.

(ii) Digitization

Eleven provides a service to digitize your offering documents.

(iii) Pricing

Eleven charges a transaction processing fee for each transaction submitted. The fees vary by transaction type. Eleven charges $99 for subscriptions, $49 for additional investments and $19 for all transaction types.

2.3 (c) Factsheets.

Basic and Pro Manager Accounts can subscribe to Factsheets Premium, which allows you to digitize your own, branded and fully customized factsheets with a bespoke layout and design. Eleven charges a fixed monthly subscription, which is based on the number of factsheets you are digitizing and the number of different templates or layouts you have. There may be an upfront setup fee for the digitization effort, which is mutually agreed in advance, and is calculated at Eleven’s standard development rate.

2.3 (d) Offering Dashboards.

The Offerings area of your Virtual Marketplace can be extended to include a do-it-yourself, custom-built, custom-designed dashboard for any of your offerings. This premium service is available in the Pro module. It may also be unlocked through a separate subscription for Manager Accounts.

2.4 Connectivity with your fund administrator

If your firm is serviced by a fund administrator through a Fund Administrator Account, certain users for the Fund Administrator Account may have write access to certain areas of your Virtual Marketplace. For instance, your fund administrator may be able to edit your Home page, add the Offerings that they service to your Virtual Marketplace, hide certain tabs, design your publicly facing Login Pages, populate and manage your My Investments area and set up some of your documentation (such as subscription and redemption documents) for electronic submissions and processing in your Transact area.

Additionally, some of the areas in your Virtual Marketplace may have their company name and logo on it, as well as names of the Users at your fund administrator, such as when indicating the name of the publisher of a document, or the name of a sender of a message.

Fund Administrators, in their separate licensing contracts with us, represent and warrant that they have authority to launch (if you don’t have one already) and maintain your Virtual Marketplace, service your investors through your Virtual Marketplace and create a Manager Account license for your firm and create accounts for you and certain members on your team to the Manager Account.

If your fund administrator is servicing your existing investors through the Fund Administrator Account, your investors may also gain access to digital transactions and straight-through electronic processing to this fund administrator and also be serviced by your fund administrator in your same Virtual Marketplace.

2.5 Connectivity to your own Investor Account

All Manager Accounts provide an ability to toggle from your company’s Manager Account into your own, personal Investor Account. Any information you are personally permissioned to access under your email address through your company’s Manager Account or other Accounts will be available here.

2.6 User Roles

All Users under the Manager Account receive full administrative privileges for the account, which includes access to information, contacts, documents, data and activity and all functionality, such as read and write capabilities, messaging and uploading and editing content.

Only individuals that have permission to upload and distribute documents and data about your company; add, view, permission and message contacts; and see visitor activity should be added as Users.

3.0. Fund Administrator Accounts

Eleven provides fund administrators a central, online environment to service their clients’ investors through a Virtual Marketplace environment for each of their clients.

3.1. Description of features

The Fund Administrator Account comes with a suite of features, functionality and workflows that are available when logging into the Fund Administrator account. Some areas of the account include:

3.2 License Agreement

Given the enterprise nature of Fund Administrator accounts, specific legal / commercial terms and conditions of the Fund Marketplace Account shall be determined by a Software Licensing Agreement between your firm and Eleven. Only Fund Administrators having executed such an agreement have sa Fund Administrator account on Eleven.

4.0. Marketplace Account

A Marketplace Account is a subscription-based account that provides licensees with branded online infrastructure to build, run and grow their own marketplace. The Marketplace Account Licensee can manage which Manager Accounts are visible in their marketplace and which Investor Accounts can access it.

4.1. Description of Marketplace Account functionality:

Marketplace Accounts have a growing and evolving list of features, functionality and workflows for people or firms to build, run and grow their own online marketplace. The Marketplace Account includes, and is not limited to, a collection of the following features and workflows:

4.2. License Agreement

Given the enterprise nature of Marketplace accounts, specific legal/commercial terms and conditions of the Fund Marketplace Account shall be determined by a Software Licensing Agreement between your firm and Eleven. Only Marketplaces having executed such an agreement have a Marketplace account on Eleven.

5.0. Messages

All outgoing messages are sent from Eleven and an Eleven email address. The name of the individual sending the email, however, is displayed, along with an avatar photo, if available. All outgoing messages are HTML formatted emails. Eleven's logo appears at the top of the email for Basic Manager Accounts. Pro Manager Accounts may show the company’s logo. Additionally, Eleven includes a tracking mechanism in outgoing emails to help monitor messages that are read and communicate that information back to you. Eleven also automatically appends tokens to links you send to pages or resources in your Virtual Marketplace to facilitate your recipients access to your information and keep your information secure. Given the sensitivity of some of the information that you may write or link to in the email, recipients are encouraged not to forward emails to anyone.

Replies. All of your recipients are encouraged to reply from their own Eleven accounts to keep your messages centralized and also ensure that you receive their replies. The default reply-to address is no-reply@platformeleven.io and Eleven does not actively monitor this inbox and is not responsible for forwarding messages it receives here to you or liable in any way for not forwarding these messages. To improve the experience for your relationships, you are encouraged to provide your own Reply To address in the Company Settings area of your Manager Account.

Forwarding. Incoming emails are automatically forwarded to your email address, and you may be able to manage, in some cases, which emails are forwarded to your email address in the Settings area of your account.

Bccs. For all accounts except Investor Accounts, you may provide a bcc email address in Settings for some outgoing messages to be copied to.

Delivery. Email delivery is important and we use our commercially reasonable best efforts to achieve very high delivery rates, however, there are many aspects to email delivery that affect delivery, including some that are out of our control (like the content in the message you send). Certain emails can and may end up in your recipient’s spam filter, or may even, in some cases, be filtered out before even making it to their spam filter. It is your responsibility, and solely your responsibility, to follow up with your recipients to ensure that they have received the messages you send, and encourage them to add the platformeleven.io domain name (and eleven@platformeleven.io) as a safe sender and mark emails received not as spam.

6.0. Service Uptime Commitment

6.1. Definitions

For the purposes of this 'Service Uptime Commitment' section, the following definitions shall apply:

"Priority 1" means a critical full outage/severe issue that constitutes a catastrophic problem that causes complete inability to use the Platform across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.

"Excluded" means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from User's combining or merging the Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Service; (iii) interruptions or delays in providing the service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; and (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Service.

"Service Uptime" means (total hours in calendar month - unscheduled maintenance which causes unavailability - Priority 1 issue durations - scheduled maintenance - Excluded) / (Total hours in calendar month - scheduled maintenance - Excluded) X 100%.

6.2. Service Uptime

We will use commercially reasonable efforts to ensure that the Software and the Accounts can be accessed and used by Authorized Users twenty-four (24) hours per day, seven (7) days per week; however the Software in general, or one or more Accounts may be unavailable from time to time due to (i) maintenance or upgrades; (ii) service changes; (iii) correction of technical problems with servers, networks or Software or other similar activities; (iv) reasons outside of Eleven’s reasonable control.

Notwithstanding the foregoing, we will use commercially reasonable efforts to meet a Service Uptime of 99% for our Service in a given calendar month. All availability calculations will be based on our system records.

Notwithstanding anything to the contrary in this Agreement, as the sole and exclusive remedy for failure to meet availability or support commitments for a paying Eleven Licensee (i.e. Pro, Fund Administrator Account or Marketplace Account), Eleven commits to the following: in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99% in a given calendar month, Licensee will be entitled to receive a credit equal to the prorated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99%, which credit shall be applied against an invoice or charge for the following invoice period, provided Licensee requests such credit within twenty (20) days of the end of the relevant calendar month. Notwithstanding anything to the contrary in the Agreement or this section, this 'Service Uptime Commitment' section does not apply to other types of accounts (as detailed above).

6.3 Limits and modifications

We may change the limits that apply to your use of the Platform at any time in our sole discretion without notice to you. We may also make changes to any of the Accounts that materially reduce or enhance the functionality provided to you without notice.

7.0. Customer Support

All users of Eleven benefit from email support. You can reach our support desk at: support@platformeleven.io. If you pay Eleven a license fee for a Pro Account or Fund Administrator Account, Phone Support is included at no additional cost by dialing your Eleven representative or (866) 819-5840.

7.1 Phone Support.

Phone support for Pro Account and Fund Administrator Accounts and is available from 9AM Monday to 6PM Friday EST (Eastern Standard Time), with reduced hours during holidays in the US.

7.2 Email Support.

Email support and responses are provided during phone support hours only. We attempt to respond to email within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of Eleven representatives.

7.3 Support Limitations.

We will only provide support for integrations which are listed in-app as being supported by Eleven.