MicroPlace User Agreement

Effective as of March 17, 2014

Welcome to MicroPlace, Inc. (“MicroPlace”), a PayPal company. This user agreement (the “Agreement”) is a contract between you and MicroPlace and and governs the administration of investments you purchased on the microplace.com website, as well as your use of the website and all MicroPlace services (the “Services”).

  1. 1. MicroPlace.com and Your MicroPlace Account
    1. 1.1 About MicroPlace
      MicroPlace formerly managed an electronic website that allowed you to make impact investments. As of January 14, 2014, MicroPlace ceased accepting new orders for investments. We will continue to ensure your current investments are serviced until those securities mature or are redeemed
    2. 1.2 Your Information
      You agree to regularly update the information you provided during the MicroPlace registration process to maintain its completeness and accuracy. You are responsible for maintaining the confidentiality of any account information that you use to access any feature on this website, and for logging off of your account and any protected areas of the website. Further, you are fully responsible for all activities occurring under your account that result from your failure to use or maintain appropriate security measures. If you become aware of any suspicious or unauthorized conduct concerning your account, you agree to contact MicroPlace immediately. We will not be liable for any loss or damage arising from your failure to promptly notify us of such conduct.
      1. 1.2.1 Privacy
        . To create your MicroPlace account, we may have asked for certain information that allowed us to comply with certain rules and regulations related to, among other things, suitability and anti-money laundering. You can access and modify the information you provided to MicroPlace and elect not to receive certain communications by signing in to your account. For a complete description of how we use and protect your personal information, see our Privacy Policy.
    3. 1.3 Closing Your Account
      You may request MicroPlace to close your account by calling Customer Service at (866) 478-3229. Depending on the issuer's policies, it may be necessary to continue to provide you with information and services related to the securities you have purchased, until those securities mature or are redeemed. Until then, you will continue to receive payments of principal and interest and all communications we are required by law to provide to you about your securities. Once your account is fully closed, your final account statement will remain available on the site for 30 days and will be available after that time by calling Customer Service. We will mail all required tax forms to the address on your account when they become available.
    4. 1.4 U.S. Economic Sanctions
      You represent that you or the organization for which you are acting as an authorized person, have not been designated by the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”) as a Specially Designated National or Blocked Person, you have no reason to believe that you would be considered a Blocked Person by OFAC, and you do not reside in a restricted country. You also represent that, to the best of your knowledge, you are not employed by or acting as agent of any government, government-controlled entity or government corporation restricted under OFAC. You understand that if your application violates OFAC guidelines, your new account may not be accepted or your existing account closed or restricted from certain activity.
  2. 2. MicroPlace Administrative Services
    1. 2.1 Our Relationship With Issuers
      MicroPlace has amended its existing agreement with issuers to continue to provide you with services related to the securities you have purchased, until those securities mature or are redeemed. We will not receive compensation from issuers for this service for the year 2014. Affiliated Transactions. MicroPlace or its affiliates may own securities available on microplace.com and in certain cases own more than 1% of the shares outstanding
    2. 2.2 Other Services
      1. 2.2.1 No Advice
        MicroPlace does not provide legal, tax, estate-planning or investment advice or advice regarding the suitability, profitability or appropriateness of any security. We are required by law to ascertain your suitability for an investment based on your personalized input, but you are responsible for determining whether any investment is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation.
      2. 2.2.2 Nondisclosure of Material, Nonpublic Information
        IIn connection with the Services it provides, MicroPlace may come into possession of confidential, material, non-public information. We are prohibited from improperly disclosing or using this information for our own benefit or for the benefit of any other person. We maintain policies and procedures designed to prohibit the communication of this information to persons who do not have a legitimate need to know the information, to meet our obligations to our users and to remain in compliance with applicable law. You understand and agree that, in certain circumstances, we may have information that, if disclosed, might affect your decision to buy a security, but that we will be prohibited from communicating to you or using for your benefit.
    3. 2.3 Facilitating Your Payments
      Browsing our website is offered to you free of charge. Payments from the issuer will be disbursed to the same account with which the purchase was made or such other account you subsequently provided.
    4. 2.4 Applicable Rules and Regulations
      All transactions in your account will be subject to MicroPlace’s internal rules and policies, and where applicable, the provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, the rules and regulations of the SEC, the Board of Governors of the Federal Reserve System, and any applicable self-regulatory organizations, and other state and federal laws and regulations. In no event will MicroPlace be obliged to effect any transaction it believes would violate any federal or state law, rule or regulation, or the rules or regulations of any regulatory or self-regulatory body.
  3. 3. Electronic Delivery of Documents
    You agree that MicroPlace will provide you with an electronic copy of all documents and communications related to your account - for example, transaction confirmations, account statements and tax-reporting documentation. When documents related to your MicroPlace account are available, we will send a notice to the email address you have provided, and you will be able to view the documents at any time by visiting microplace.com and signing in to your account.

    It is your responsibility to keep your email address up to date so we can communicate with you electronically. If we send you an email but you do not receive it because your email address is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive it, we will notify you by mail and phone. If we do not receive a reply or update and if you have active investments, we will suspend your account. If you do not have active investments, we will close your account.

    At any time during the term of this Agreement, you may direct MicroPlace to send all future communications to you in non-electronic form, by sending written notice in accordance with Section 15 of this Agreement. You understand and agree that we shall treat any such notice as a withdrawal of your consent to receive communications by electronic delivery and as a request by you to close your account subject to the conditions set forth in Section 1.3.
  4. 4. Restricted Activities

    In connection with your use of our website, your MicroPlace account, or the Services, or in the course of your interactions with MicroPlace, you agree that you will not:
    • Breach this Agreement or any other agreement that you have entered into with MicroPlace (including any MicroPlace policies).
    • Violate any law, statute, ordinance, or regulation.
    • Infringe MicroPlace's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
    • Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
    • Provide false, inaccurate or misleading Information.
    • Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.
    • Use an anonymizing proxy.
    • Control an account that is linked to another account that has engaged in any of these restricted activities. We may use evidence other than the account information to determine whether you control an account in someone else's name, including but not limited to IP addresses, common business names, PayPal accounts, phone numbers and mailing addresses.
    • Use the Services in a manner that results in or may result in complaints, disputes, claims, fees, fines, penalties and other liability to MicroPlace or you.
    1. 4.1 Access and Interference
      Much of the information on the website is proprietary or is licensed to MicroPlace by third parties. This website contains robot exclusion headers. You agree that you will not:
      • Use any robot, spider, scraper or other automated means to access the website for any purpose without our express written permission.
      • Attempt to obtain unauthorized access to any features of this website, or to any other protected materials or information, through any means not intentionally made available to you by MicroPlace.
      • Take any action that may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.
      • Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the website without the prior expressed written permission of MicroPlace and the appropriate third party, as applicable.
      • Interfere or attempt to interfere with the proper working of the website or any activities conducted on the website.
      • Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.
      • Use any device, software or routine to bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the website.
      • Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers.
  5. 5. Your Liability and Actions We May Take
    1. 5.1 Your Liability
      You are responsible for all claims, fees, fines, penalties and other liability incurred by MicroPlace or any third parties caused by or arising out of your breach of this Agreement or your use of the Services. You agree to reimburse MicroPlace or a third party for any and all such liability.
    2. 5.2 Actions We May Take
      If you engage in any restricted activities, we may take various actions to protect MicroPlace from claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
      • We may close your MicroPlace account
      • We may update inaccurate information you provided us.
      • We may refuse to provide the Services to you in the future.
      • We may take legal action against you.
      • Whether we decide to take any of the above steps, remove content, or refuse to provide services, we do not monitor, and will not accept any liability for monitoring the website.
    3. 5.3 Account Suspension or Restriction
      MicroPlace, in its sole discretion, reserves the right to terminate this Agreement or access to the website or the Services. We also reserve the right to suspend or place restrictions on your account for any reason and at any time upon notice to you. If we suspend or place restrictions on your account, we will provide you with notice and opportunity to request reconsideration, if appropriate.
  6. 6. Contact Us

    If you have any questions or comments about this Agreement, your MicroPlace account or MicroPlace's practices, you may contact Customer Service, call us at (866) 478-3229, or send us mail at:


    MicroPlace
    Attn: Customer Service
    2211 N. First St.
    San Jose, CA 95131

  7. 7. Disputes with MicroPlace

    This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties agree as follows:
    1. 7.1 All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
    2. 7.2 Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
    3. 7.3 The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
    4. 7.4 The arbitrators do not have to explain the reason(s) for their award.
    5. 7.5 The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
    6. 7.6 The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
    7. 7.7 The rules of the arbitration forum in which the claim is filed, and any amendment thereto, shall be incorporated into this Agreement.

    All controversies that may arise between us (including but not limited to controversies concerning any account, order or transaction, or the continuation, performance, interpretation or breach of this or any other agreement between us, whether entered into or arising before, on or after the date this account is opened) shall be determined by arbitration in accordance with the rules and regulations of the American Arbitration Association (“AAA”). The AAA’s rules are available at http://www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s website at http://www.adr.org. You make this arbitration agreement on behalf of (i) yourself and your heirs, administrators, representatives, executors, successors, assigns; or (ii) the entity or corporation for which you are acting as an authorized person; and with all other persons claiming a legal or beneficial interest in your account. You understand that judgment upon any arbitration award may be entered in any court of competent jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

    Any arbitration hearing will be held in California unless otherwise agreed between you and MicroPlace or unless the rules of AAA require another hearing location. You agree to the personal jurisdiction of the courts of the State of California to interpret and enforce these arbitration provisions described in the Agreement. All arbitrations will be held in the English language, unless otherwise agreed to by the parties.

  8. 8. Limitations of Liability

    In no event shall MicroPlace or our parent, agents, employees or suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the website or the Services or this Agreement (however arising, including negligence). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. Our liability, and the liability of our parent, employees and suppliers, to you or any third parties in any circumstance is limited to the actual amount of direct damages.
  9. 9. No Warranty

    MicroPlace and our parent, employees, agents and suppliers provide the Services "as is" and without any warranty or condition, express, implied or statutory. MicroPlace and our parent, employees, agents and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. MicroPlace does not guarantee continuous, uninterrupted or secure access to our Services, and operation of our website may be interfered with by numerous factors outside of our control. Some states do not allow the disclaimer of implied warranties, so the disclaimers provided in this Section may not apply to you. This Section gives you specific legal rights and you may also have other legal rights that vary from state to state.
    1. 9.1 Third Party Data
      To the fullest extent permitted under applicable law, MicroPlace makes no representation or warranty, express or implied, with respect to any third party data provided to MicroPlace or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. MicroPlace will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption in any such third party data due either to any negligent act or omission by MicroPlace or “force majeure” or any other cause beyond reasonable control of the MicroPlace.
    2. 9.2 Processing of Payments.
      MicroPlace will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts are processed in a timely manner, but MicroPlace makes no representations or warranties regarding the amount of time needed to complete processing because our Services are dependent upon many factors outside of our control, such as delays in the banking system.
  10. 10. Indemnification

    You agree to defend, indemnify and hold MicroPlace and its parent, officers, directors and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Services.
  11. 11. Intellectual Property

    “MicroPlace ” and “microplace.com,” are trademarks and trade names of MicroPlace, Inc. All page headers, logos, graphics and icons are protected to the extent allowed under applicable laws. All other designated trademarks and brands are the property of their respective owners. You may not copy, imitate or use any of MicroPlace's intellectual property without its prior written consent.
    1. 11.1 Reporting Intellectual Property Infringement
      MicroPlace respects the intellectual property of others. You may not post content that infringes on the rights of third parties, including but not limited to intellectual property rights such as copyright, trademark and right of publicity. We reserve the right to remove content where we have grounds to suspect a violation of these terms, our policies or any party's rights. If you believe that your rights have been violated, please notify us by emailing ip@microplace.com or writing to MicroPlace's designated agent for notice of claims of copyright or other intellectual property infringement, at MicroPlace, Attention: Copyright Agent, 2211 N. First St., San Jose, CA 95131 .

      Please provide the following in any notice of alleged infringement:

      • identification of the material on MicroPlace.com that you claim is infringing, with enough detail so that we may locate it on the website (e.g., provide link and description);
      • identification of the rights (or works if relevant) claimed to have been infringed;
      • a statement by you that you have a good faith belief that the disputed use is not authorized by the rights owner, its agent or the law;
      • a statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) you are the rights owner or you are authorized to act on behalf of that rights owner;
      • your address, telephone number and email address; and
      • your physical or electronic signature.
  12. 12. Assignment

    You may not transfer or assign any rights or obligations you have under this Agreement without MicroPlace's prior written consent. MicroPlace reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
  13. 13. Governing Law

    This Agreement shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions. Except as otherwise agreed by the parties, you agree that any claim or dispute you may have against MicroPlace must be resolved by arbitration in California.
  14. 14. Severability and Waiver

    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Legal Notices section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
  15. 15. Legal Notices

    MicroPlace may provide notice to you by emailing it to the address listed in your account. Notice shall be considered to be received by you within 24 hours of the time it is emailed to you unless we receive notice that the email was not delivered. Except as otherwise stated, notice to MicroPlace must be sent by postal mail to: MicroPlace, Attention: Legal Department, 2211 N. First St., San Jose, CA 95131 .
  16. 16. General

    MicroPlace, a PayPal company, is located at 2211 N. First St., San Jose, CA 95131 .
  17. 17. Changes to the Agreement

    We may change this Agreement from time to time, and we will post the amended terms on the MicroPlace site and notify you by email of material changes. Amended terms will take effect as of the date of this Agreement. This Agreement may not be otherwise amended except in a writing signed by you and us.
  18. 18. Entire Agreement

    This Agreement, together with the Privacy Policy, sets forth the entire understanding and agreement between us with respect to the subject matters hereof. Sections 5 and 7-15 shall survive any termination of this Agreement.

what is backup withholding?

The IRS will notify you if you are subject to backup withholding. It could be because you did not report all interest and dividends in the past. The security issuer of the investment holds some portion of the income as instructed by the IRS. Some issuers on MicroPlace will not sell you investments if you have been notified by the IRS as being subject to backup withholding.

investment objective

Before you can start investing on MicroPlace, it's important that you understand the nature of these investments and whether they meet your investment objectives. To help you understand whether an investment available on MicroPlace is appropriate for you, please review the following:

1. Like many investments, securities available on MicroPlace have certain risks as outlined in the prospectus. You should review the prospectus to ensure you fully understand these risks.

2. Investments available on MicroPlace may be unsecured. This means that there is no guarantee of earning a return (principal plus interest) from the issuer of the investment.

3. Investments available on MicroPlace may be unrated. This means that a third party may not have performed an independent evaluation of the risk of the investment.

4. Investments available on MicroPlace may be illiquid. This means that you cannot sell your investments or have access to the funds you invested until they mature.

If you understand the above and agree that investments available on MicroPlace are consistent with your investment objective, please check the box. If you do not check the box, you will not be able to purchase these investments.

understanding your investment status

active: You now own your investment and it’s currently earning interest.

pending: We're processing your order and waiting for your funds to clear.

pending reinvestment: We’re in the process of rolling over your investment principal to another investment. This process should take 3 to 4 business days.

reinvested: Your investment principal has been rolled over to another investment.

pending redemption: We’re in the process of returning your investment principal to the account you used to pay for your investment. This process should take 3 to 4 business days.

money returned: Your investment principal has been returned to the account you used to pay for your investment.

cancelled: Your investment was cancelled for one of the following reasons:

  1. your payment did not go through
  2. you asked us to cancel your order
  3. the issuer was unable to approve your order


reinvest my money setting

The “reinvest my money” checkbox is a setting that allows you to specify what you’d like us to do with your money when your investment matures. If you’d like to have your money reinvested, simply select the checkbox. Your money will be reinvested into a project listed on MicroPlace. (This project is specified in an email you’ll receive thirty days before maturity.)

If you’d like your money returned to you, simply deselect the “reinvest my money” checkbox. At maturity, we’ll return your money to the account that you used to pay for your investment.

You can always change your mind for particular investments! Thirty days before maturity, we'll send you an email asking whether you’d like to reinvest your money in a project of your choice or get your money back. We also provide links for you to reinvest or get your money back within your portfolio page in My Account. Your “reinvest my money” setting only takes effect if we don’t hear back from you before maturity.

Arkansas, Ohio, or Pennsylvania residents

None of our issuers are currently able to offer their securities to residents of Arkansas, Ohio or Pennsylvania. Unfortunately this is up to the state regulators and we don’t expect it to change soon. Learn more about this topic on our blog.

Not a US resident

You have to be a US citizen or resident alien to invest with MicroPlace. Our broker-dealer registration only permits us to offer to US citizens or resident aliens.