Terms of Service

About these Terms

These Terms of Service are between you and Jumpstart Micro, Inc., doing business as Issuance Express ("Issuance Express," "we," or "us"), a subsidiary of Issuance, Inc. They cover issuanceexpress.com, its offering pages, invest.issuanceexpress.com, and the related Reg CF account and portal services we provide (together, the "Services"). They do not govern every service offered by Issuance, Inc. or its affiliates.

Account and transaction features may require you to expressly accept these Terms and additional agreements. Read each document before accepting. An applicable subscription, issuer, payment, escrow, or electronic-delivery agreement controls over these general Terms for the subject it specifically addresses, subject to applicable law. Our Privacy Policy explains information practices; it is not a substitute for any separate consent required by law.

Our role as a funding portal

Issuance Express operates a funding portal for offerings under Regulation Crowdfunding (Reg CF). Jumpstart Micro, Inc. is registered with the U.S. Securities and Exchange Commission (SEC) as a funding portal and is a member of the Financial Industry Regulatory Authority (FINRA). Registration and membership do not mean a regulator has approved an offering or endorsed its merits.

We provide the portal through which issuers present offerings and investors make investment commitments. We do not provide investment advice or recommendations, or legal or tax advice. Featuring an issuer, displaying offering information, or providing an investment calculator is not a recommendation to invest.

Issuers are responsible for their disclosures and business operations. We have our own obligations as a regulated intermediary, including obligations concerning issuer review, investor education, and offering procedures. Nothing in these Terms disclaims those obligations. Read our Education and Disclosures materials for more about the portal and its role.

Eligibility and your account

You must be at least 18 and legally able to enter binding agreements to open an account. If you act for a company, trust, or another person, you must have authority to do so. Availability of the Services does not establish your eligibility for any particular offering or permit activity prohibited where you live.

Provide accurate, complete information and keep your contact, identity, financial, and account details current. You must complete requested identity, investment-limit, and other eligibility checks. We may request supporting documents and decline or pause access or a transaction when verification cannot be completed or legal requirements are not met.

Keep your login credentials secure, use only accounts you are authorized to access, and promptly report suspected unauthorized activity to support@issuanceexpress.com. Do not impersonate another person, conceal the person on whose behalf you act, or use multiple accounts to evade investment limits.

Investors outside the United States

Offerings on Issuance Express are made by U.S. companies under U.S. federal securities law, and the Services are operated from the United States. Eligible investors age 18 and older who live outside the United States may invest where an offering and the law of their country permit it. We make no representation that the Services or any offering are appropriate or available in every country. Nothing on the Services is an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction where that offer or solicitation would be unlawful.

You are solely responsible for knowing and complying with the laws of the country where you live or from which you access the Services, including any restrictions on purchasing foreign or unregistered securities, receiving offering materials, or sending funds abroad. Some countries restrict their residents from investing in U.S. offerings of this kind; for example, offerings are generally not available to retail investors in Canada. We or an issuer may decline or cancel an investment, or limit availability in a jurisdiction, when local law restricts it or we cannot confirm that it is permitted.

International investors complete the same identity verification and eligibility checks as U.S. investors and are screened against U.S. sanctions lists, including those maintained by the Office of Foreign Assets Control (OFAC). We cannot accept investments from persons located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or from persons identified on a U.S. sanctions or restricted-party list.

Regulation Crowdfunding investment limits apply to every investor, wherever they live. Non-U.S. investors may be asked to provide IRS Form W-8BEN or other tax documentation, and payments on an investment may be subject to U.S. tax withholding. You are responsible for currency conversion, international payment or bank fees, and any tax or reporting obligations in your own country; obtain independent advice when needed.

Making an investment

Before committing, review the issuer's Form C, offering disclosures, subscription agreement, risk factors, and updates. An investment is governed by those documents and the applicable transaction process. Advertising, summaries, and projected results do not replace the offering documents or guarantee future performance.

Reg CF investments are speculative. You may lose your entire investment, receive limited ongoing information, and be unable to sell your securities when you wish. Resale restrictions and the absence of a trading market can require you to hold an investment indefinitely. Consider whether the risks fit your circumstances and obtain independent advice when needed.

You are responsible for accurately reporting information used to determine your investment limit, including relevant investments through other intermediaries. A displayed calculation depends on the information provided and does not increase the amount you may lawfully invest.

A submitted commitment, payment initiation, or portal confirmation does not by itself establish that securities have been issued. Completion depends on the offering conditions, required documents, eligibility checks, payment processing, and acceptance under the transaction documents. The relevant agreements and offering disclosures describe applicable fees and compensation; these Terms do not set a separate fee schedule.

Cancellation, offering changes, and funds

You may cancel a Reg CF investment commitment for any reason until 48 hours before the offering deadline. During the final 48 hours, the ordinary cancellation right no longer applies, including to commitments made during that period. Follow the cancellation instructions provided for your investment and contact support promptly if you need help.

If an issuer makes a material change to its offering terms or other required information, we will notify affected investors and request reconfirmation. If you do not reconfirm within five business days after receiving the notice, your commitment will be canceled and funds returned as required by Regulation Crowdfunding. Review any notice of an earlier closing or revised deadline carefully.

Investor funds are held by a qualified third party under the applicable escrow arrangements; Issuance Express does not hold investor funds. Canceled commitments and unsuccessful offerings are handled under the applicable rules and transaction agreements. Refund timing can depend on payment and banking processing.

Electronic records and communications

The investment process uses electronic records, signatures, and communications. Separate electronic-delivery disclosures and consent explain the applicable requirements and any procedures for withdrawing that consent. These Terms do not replace that process.

Keep your email address current and review account messages, offering notices, and documents promptly. Missing a message does not extend a cancellation or reconfirmation deadline except where applicable law requires it. Contact support if you cannot access a required document.

Marketing email and text preferences are separate from necessary account, security, compliance, and investment communications. Agreeing to these Terms does not by itself provide consent to marketing texts or calls.

Issuer applications and responsibilities

Submitting an application does not guarantee acceptance, publication of an offering, or successful fundraising. Issuer services require a separate agreement and completion of the applicable review and onboarding process.

Issuers and their representatives must provide accurate, complete, and current information, promptly identify material changes, and comply with applicable disclosure, advertising, reporting, and securities requirements. They must have the rights and authority needed to submit materials and personal information about their business and representatives.

We may request additional information, restrict communications that violate applicable requirements, or decline, suspend, or remove an offering when appropriate under our agreements and regulatory responsibilities. Issuers remain responsible for performing their obligations to investors after a financing closes.

Public discussions and submitted content

Offering discussion channels allow public viewing of questions and comments. Follow the channel's participation requirements. If you represent an issuer or receive compensation to promote it, clearly disclose that relationship when participating.

You are responsible for what you submit. Do not post confidential account information, identity documents, misleading statements, unlawful promotions, harassment, or material that infringes another person's rights. Public comments may be retained as regulatory records even if you close your account.

You retain ownership of your content. You grant us a nonexclusive right to host, reproduce, display, and share it as reasonably necessary to operate the Services, administer the offering, and meet legal and recordkeeping obligations. This permission does not make private account submissions public. We may moderate content for compliance and appropriate use; moderation is not an endorsement of a statement or investment.

Acceptable use

Use the Services lawfully and respect other users. You must not:

• Submit false information, commit fraud, manipulate discussions, or evade verification or other safeguards.
• Access private information or systems without authorization, interfere with availability, introduce malicious code, or bypass security controls.
• Collect other users' personal information or send unsolicited promotions through the Services.
• Copy or extract content through automated means that breach access restrictions, violate rights, or disrupt the Services.
• Use the Services for a purpose prohibited by applicable law or these Terms.

Report suspected fraud, account compromise, or a security issue to support. Do not include passwords or full identity or payment documents in an ordinary email.

Our content and third-party services

The Services' software, design, branding, and other protected materials belong to us or their respective owners. You may access them for legitimate use of the Services and retain offering documents and records for your own purposes. These Terms do not transfer ownership or authorize reuse of another person's trademarks or protected content.

Payments, verification, media, and other functions may involve third-party services with their own terms and privacy notices. Links do not constitute endorsement. Third-party terms govern your relationship with that provider without reducing our own obligations to you. Report suspected infringement through support with enough detail to identify the work and the material at issue.

Service availability and account closure

We may maintain, update, or change features and may restrict access for security, suspected misuse, legal requirements, or a material breach of these Terms. Where appropriate and legally permitted, we will give notice of an account restriction.

You may request account closure through support. Closure does not cancel an investment, transfer securities, eliminate outstanding obligations, or require deletion of records we must retain. We will address pending commitments and required access to records consistently with applicable law and transaction agreements. Provisions that by their nature continue after closure, including recordkeeping, intellectual property, and dispute provisions, remain applicable.

Service limitations

To the extent permitted by law, the Services are provided "as is" and "as available," without implied warranties of merchantability, fitness for a particular purpose, or noninfringement. We do not guarantee uninterrupted access, error-free operation, an issuer's performance, or any investment outcome.

These limitations do not excuse us from our regulatory duties, commitments in a separate agreement, or obligations that cannot lawfully be disclaimed. Information from an issuer or another user remains subject to applicable disclosure and antifraud requirements. Report a suspected error or misleading statement so it can be reviewed.

Liability and third-party claims

To the extent permitted by law, we and our officers and employees are not liable for indirect, incidental, special, consequential, or punitive damages arising from use of the Services. This exclusion does not limit liability for fraud, gross negligence, willful misconduct, or breach of duties or rights that cannot be excluded under applicable law, including federal or state securities laws. It does not waive any nonwaivable investor remedy.

You agree to reimburse us for losses and reasonable defense costs arising from a third-party claim caused by your unlawful content, intentional misuse of the Services, or knowing violation of another person's rights. This obligation does not cover losses caused by our own breach, negligence, or misconduct. We will give prompt notice of the claim and a reasonable opportunity to participate in its defense; no settlement may impose an obligation on you without your consent.

Governing law and disputes

Except where applicable law requires otherwise, California law governs these Terms without regard to conflict-of-law principles. Courts with appropriate jurisdiction located in the City and County of Los Angeles, California, will hear disputes arising from these Terms. This provision is subject to any forum or other right required by applicable law or regulatory rules.

Nothing in these Terms prevents you from contacting or cooperating with the SEC, FINRA, another regulator, or law enforcement. Nothing waives protections or remedies that applicable securities, privacy, consumer-protection, or other law makes nonwaivable.

Changes, interpretation, and contact

Updates will identify their effective date. We will provide notice or seek renewed acceptance where required by law or the applicable agreement. A posted revision does not retroactively change an accepted investment agreement or eliminate accrued rights.

If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. A delay in enforcing a provision does not waive it. These Terms and the applicable agreements expressly accepted for a service govern that service; neither overrides mandatory law.

For questions, account assistance, or complaints, contact Jumpstart Micro, Inc. d.b.a. Issuance Express at support@issuanceexpress.com.