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.
- Investor Account
- Fund Administrator Account
- Marketplace Account
- Service Uptime Commitment
- Customer Support
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:
This section is a snapshot of information to which you have been given permission which includes Diligence Completion, an update on Fund Performance and any recent Documentation from either the Fund Manager or Fund Administrator.
Available for users with access to multiple products/offerings/managers/marketplaces. Investor Account Users can filter for the universe of opportunities that they have been given access to by the Fund Manager, a Fund Administrator, or a third party Marketplace, who can grant you further access to their curated suite of products. Eleven is a closed network and therefore all information and data is permission based.
Available for users with access to multiple products/offerings/managers/marketplaces. This section allows the investor Account User to track the opportunities they care the most about, by listing the managers on which they are performing due-diligence, and track the progress of such.
Available for users with access to multiple products / offerings / managers / marketplaces. This section allows the investor Account User to create a custom basket of potential opportunities using our proprietary technology, all based on the information and data you have been given access to through Eleven.
Users can create and save any number of profiles describing either themselves, or an entity that they control, as a qualified investor; set up “Investor Contacts” ( other Users who should have certain access to information relating to their investments); define themselves as Accredited Investors or Qualified Purchasers (as defined by the Securities and Exchange Commission in Rule 501 of Regulation D), and upload and maintain certain KYC documentation. The Investor Profiles allow Investors to transact with an opportunity they have been given access to on the Platform.
The Investor Account also offers the ability for Users to complete and submit electronically signed transactions online for opportunities that offer transactional capabilities using Eleven through Manager Accounts, including Manager Accounts powered by Fund Administrators that offer and support this capability.
Each Investor has access to their transaction activity. It includes visibility over the status of their transactions, information submitted as part of the transaction, and activity logs and workflows relating to viewing and managing their transactions and the corresponding investments.
Investors may be permissioned to access Manager Portals, which are “virtual stores” that are operated by Users of Manager Accounts and/or certain Fund Administrator Accounts operating Manager Portals (in whole or in part) on behalf of their clients. Manager Portals may contain general information about the manager; permission-based access to information, data, dashboards and analytics about their opportunities; marketing documents; due diligence documents; and information provided by Fund Administrators to you, as an investor in an offering by the investment manager.
If you have been permissioned to receive investment-related documents from other Users of Investor Accounts or Fund Administrator Accounts, you will have access to the documents that they have permissioned you to receive.
Getting access to more information
Investor Accounts provide Users with features to i) invite other fund managers they know to create a free Basic Manager Account and ii) for self-certified Accredited Investors to have the option apply for access to marketplaces that are operated under the Marketplace Account.
1.4 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.
1.5 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.
1.6 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.
Manager Accounts are for qualified fund managers to increase engagement and interaction between their firm and their prospects, clients and certain other relationships, increase security and oversight and scale certain workflows. 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.
2.1 Types of Accounts.
Eleven currently offers two types of Manager Accounts: the Basic Manager Account and the Pro Manager Account.
Eleven provides free accounts for qualified fund managers and deal sponsors to launch their own ‘digital store,’ which serves as their own “Virtual Marketplace.” This environment allows Basic Manager Account Users to upload information, data and documentation about their firm and the offerings they manage, and then securely share it, using a permission-based system, with their current and prospective investors, clients and other relationships.
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, Company 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 permissioned based.
The Basic Manager Account is an entity-level account (i.e. as compared to an individual User Account) where multiple Users can have access to the same Basic Manager Account license.
Description of functionality
The Basic Manager Account entails a number of integrated features to provide the user themselves (i.e. the fund manager) with the framework, data and transparency to help manage their relationships with their prospective investors and clients. These features include two principal sections: Engagement and Build Your Portal.
The Engagement area includes the following subsections:
- People. People is a proprietary and integrated CRM to set up, organize, message and monitor your relationships and permission your relationships for access to various pages and data rooms or document libraries inside your Virtual Marketplace. People allows for bulk activity, including outgoing messaging with mail merge functionality, group conversations to Contacts, label changes and permissioning.
- Person. Each of your relationships in People has their own page which allows you to see certain profile information, the message history between the person, you and other users of your firm, and certain other timeline activity. It is also a place for you to log notes, manage permissions and set up tasks relating to this person.
- Messages. Messages is a location to centrally see all of the messages sent and received by you and other licensed users for your company.
- Templates. Templates lets users draft and save email templates, including certain mail merge fields, which can be used while messaging your relationships.
- Tasks. A user can create internal tasks for other users on the fund manager’s team/account. There is no limit to the number of tasks that can be created in the Basic Manager Account.
- Insights. Insight displays summarized activity surrounding how your relationships interact with your Virtual Marketplace.
- Transactions. Transactions is an area to view and monitor transactional activity made through your Virtual Marketplace or added by a fund administrator servicing one or more of your offerings with a Fund Administrator Account.
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.
- Firm. The Firm area has the features to build and manage your “Home” tab. It provides a space to deliver general information about the Investment Manager, including a description of your firm, your logo, your team (including photos, titles and biographies), regulatory information (including links to 13F-HR filings and Form ADV, if applicable), recent stories and tweets that are automatically picked up by Eleven’s technology and any media provided by the fund manager.
- Offerings. The Offerings area allows you to list any offerings that your company manages (e.g. hedge fund, private equity funds, private deals) and provide access-controlled data rooms for each offering with certain pages customized for the type of offering you create. Open-end funds, such as hedge funds, for example, come with a Performance page that automatically generates and displays various performance analytics, statistics, charts, calculations and comparisons from the fund’s monthly track record and benchmark data you add for the offering.
- Benchmarks. Benchmarks allows you to display the most relevant benchmarks for each of your offerings and also manage the benchmark NAVs.
- Documents. Your company and each of your offerings come with a permission-based area for you to securely host and share documents with certain of your relationships. You may also launch other document library types, including Due Diligence documents (Stage 2) and Offering Documents (Stage 3), to provide separate access control layers for each group of documents. Documents are permissioned at the “portal” level.
- Factsheets. Factsheets is an application that lets you print to PDF a standardized fact sheet (or tear sheet), that is automatically updated with the information and data you have uploaded and are maintaining for your Virtual Marketplace. It is designed to make the creation of your monthly or quarterly factsheets fast and easy.
- Login / Registration Page. Every manager automatically receives i) a publicly hosted login page for their relationships to securely access their Virtual Marketplace behind their Manager URL and ii) a registration page for people to register for access to their Virtual Marketplace. If you publish your company’s website on Eleven, your Login Page will automatically link back to your website on these pages. Additionally, you are free to add a link with your Manager URL on your company’s website in the primary navigation bar with a button containing the text “Login”, “Client Login”, “Client Portal”, “Investor Login” or “Investor Portal”. The Login / Registration page also benefits from corresponding workflows for loss / retrieval of login credentials as per industry best-practice.
- Users. Basic Manager Accounts come with one (1) free User. Manager Accounts set up by a Fund Administrator may have unlimited Users. Each additional User added to the Basic Manager Account is $80 / month. Every user has administrative privileges for the Basic Manager Account.
- Relationships. The Basic Manager Account allows you to service 1,000 relationships for free, excluding any investors in your offerings setup by your fund administrator through the Fund Administrator Account.
- Templates. Basic Manager Accounts include one default “welcome” Template for inviting new people to your portal and one customizable Template.
- Labels. You may create an unlimited number of labels to organize your relationships into custom groups.
- Offerings. You may create and manage an unlimited number of Offerings.
- Document storage. You may store up to 1 GB of documents in your data room or document libraries for free.
- Messaging. You may send up to 2,000 messages / month.
Pro Manager Accounts is a premium, subscription-based version of the Basic Manager Account with pricing available at https://platformeleven.io/pricing.
Description of functionality
The Pro Manager Account includes many premium features that allow managers to take a more active role in servicing their investor relationships. It is designed to help accelerate the fundraising process and improve conversion rates. Pro Manager Accounts include everything in a Basic Manager Account plus additional features, including:
- Visibility Controls. Toggle which Offerings specific relationships can see in your Offerings area.
- White labeling and custom branding. Customize your Login and Registration Pages with your company’s logo and colors and upload a background image. Include your company logo and colors in the messages you send (instead of ours).
- Transparency. Unlock the Insights platform to provide granular visibility into the activity surrounding your documents and data in your Virtual Marketplace, including page visits and document reads.
- Segmented messaging. Identify and message your visitors either individually or in bulk based on their activity in your Virtual Marketplace.
- Diligence insights. Obtain a comprehensive view of how each of your relationship’s have interacted (or not) with your content
- Document insights. Obtain transparency and insights on a per page basis for each document and reader.
- Prevent downloading. Prevent certain documents from being downloaded.
- Customized, dynamic watermarking. Customize the design of your watermark on specific documents and have watermarks automatically and dynamically print the reader’s name and timestamp on downloaded PDFs.
The Pro Account has the same limits as the Basic Manager Account, plus:
- Users. Up to eight (8) free Users.
- Relationships. Up to 10,000 relationships, excluding any investors in your offerings setup by your fund administrator through the Fund Administrator Account. Each additional block of 1,000 relationships is billed at $200 / month.
- Templates. Unlimited.
- Document storage. Up to 10 GB.
- Messaging. Up to 20,000 messages per month. Each additional block of 5,000 messages / month is charged at $10.
- 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.
- Branded, custom dashboards for each Offering. Your 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 to Pro Manager Accounts or may also be unlocked through a separate subscription for Basic Manager Accounts.
- Digital transactions. Pro Accounts come with the ability to provide your relationships with the option to transact in your offerings inside your Virtual Marketplace, using your current subscription and redemption documentation. You gain the workflows to digitize your current documentation, activate electronic transactions in your Virtual Marketplace, receive and review transactions, download the completed documentation to deliver the documentation to your fund administrator for processing. Investors receive a digital transaction wizard to help them complete the required questions in your transaction documentation and/or apply any of their saved Investor Profiles to the transaction. Eleven charges a subscription fee of $6,000 / offering / year and a per transaction processing fee of $49.
2.3 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, 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 Basic Manager Account license for your firm and create accounts for you and certain members on your team to the Basic 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.
2.4 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.
2.5 User Roles
All Users under the Basic 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.
Eleven provides fund administrators a central, online environment to service their clients’ investors through a Virtual Marketplace environment for each of their clients.
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 of the areas of the account include:
- Clients. Clients is a central area to see the Clients, Funds, Investors, Investments and Documents you are servicing in your account, as well as manage certain settings, particularly at the client and fund levels. Some customizations include digital transaction forms, investor contact permissioning and email and visibility settings. It also is your gateway into viewing, and in certain areas, managing each of your clients’ Virtual Marketplaces.
- Transactions. Transactions shows you all the transaction history available in your account for your clients and includes the ability to step into a transaction, view the information and submitted or uploaded documentation, and process the transaction.
- Documents. Documents lets you upload and manage documents for investors in bulk, or in batches. It also allows you to select specific batches or files, see who has access to those files, and send a message to all or some of the recipients.
- Upload. Upload is an area to import data for custom fund-level and investment-level dashboards you maintain, set up investor accounts, set up investments, set up transactions and set up investor contacts.
- People. People shows you all the relationships you have in your account and lets you filter your contacts, assign them to labels or groups, and message them individually or in bulk.
- Login Pages. Login Pages lets you take control of the publicly facing login pages for each of your clients, adding their own branding to their pages.
- Templates. Templates gives you an unlimited number of mail merge templates for messaging to use across your account.
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.
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:
- Products. The Products section provides a central place to manage which Manager Accounts, and which of their offerings, are visible in your marketplace.
- People. People is a centralized area to see, manage, message and monitor all of the individuals who have access to your marketplace.
- Activity.Activity provides an overview of engagement, or activity, from your marketplace participants.
- Transactions. The Transactions area provides visibility into any transactions submitted in your marketplace.
- Signups. Signups is an administrative area to manage any registrations or requests for access to your marketplace that you receive.
- Templates. Templates is an area to draft and save messages, which are available to use when messaging any of your relationships.
- Login Page. Login Pages gives you the ability to brand the login, registration and related public facing pages, for your marketplace.
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.
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 email@example.com 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 firstname.lastname@example.org) as a safe sender and mark emails received not as spam.
5.1 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%.
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 Account, 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).
5.3 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.
All users of Eleven benefit from email support. You can reach our support desk at: email@example.com. 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.
6.1 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.
6.2 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.
6.3 Support Limitations.
We will only provide support for integrations which are listed in-app as being supported by Eleven.