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TERMS OF USE

The Effective Date of these Terms of Use is October 9, 2017

The following Terms of Use (“Terms”) governs your use of our website tothestarsacademy.com (together with any mobile services, the “Site”).  Read these Terms carefully.  To The Stars Academy of Arts and Science Inc. (“TTSA,” “we” or “us”), is provided you access to the Site on the following terms and conditions.  BY ACCESSING THE SITE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY, AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED BY US FROM TIME TO TIME ON THE SITE, EACH OF WHICH IS INCORPORATED BY REFERENCE AND EACH OF WHICH MAY BE UPDATED BY US FROM TIME TO TIME WITHOUT NOTICE TO YOU.  YOUR USE OF THE SITE IS GOVERNED BY THE VERSION OF THESE TERMS IN EFFECT ON THE DATE OF USE. IF YOU DO NOT AGREE TO THESE TERMS, YOUR ONLY RECOURSE IS NOT TO USE THE SITE IN ANY MANNER WHATSOEVER.

SECTION 1 - YOUR USE OF CONTENT

You agree that you are solely responsible for all investment decisions. Although the Site may provide data, information or content relating to investment and/or the opportunity to buy securities in TTSA, you should not construe any such content as tax, legal, financial, or investment advice. You represent that any decision to invest is based solely on your consideration of the risks involving the purchase of TTSA securities or those of a third party (i.e. your personal financial advisor) and is made at your own risk, which may include eth risk of complete loss of your principal. You agree and acknowledge that you are solely responsible for conducting legal, accounting or due diligence review on TTSA. You are advised to consult with a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice. 

WE ADVISE YOU TO READ THE OFFERING CIRCULAR BEFORE INVESTING.

SECTION 2 - HOW TO INVEST

To invest in TTSA securities, click on the ‘Invest Now’ button that appears on the top of the Site.  From there, you will be directed to the FundAmerica/PrimeTrust website to complete the investment process.  Please note that the process involves executing documents, and providing payment details.  Once you click the ‘Invest Now’ button, you will leave our Site and new terms and conditions as well as privacy policies will apply.  Please see our Privacy Policy for more detail.

SECTION 3 - INVESTMENT FAQS

What is equity crowdfunding?

In March 2015, the Securities and Exchange Commission (SEC) released final Regulation A+ rules under Title IV of the JOBS Act, paving the way for companies like To The Stars Academy to raise capital from both accredited and unaccredited investors.

 

What are the risks of early-stage investing?
Because Reg A+ allows early stage investing by non-accredited investors, the SEC put limits in place to protect the general public from investing more than they can afford to lose in early-stage companies.  However, investing in start-up and early-stage companies is risky due to the nature of these types of entities and the long horizon of the investment type. Please review the Offering Circular for a complete discussion of the risks before investing.

Is there a minimum investment?
The minimum investment for To The Stars Academy’s Reg. A+ Offering is $200 per investor.

Can I invest if I’m not an accredited investor?

Yes! You can invest without being an accredited investor, but you do have a limit of no more than ten percent (10%) of the greater of your annual income or net worth.  Different rules apply to accredited investors and non-natural persons.  Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A.  For general information on investing, we encourage you to refer to www.investor.gov or consult your financial advisor.

 

How are securities delivered to me?
After an investment is successfully executed, you will receive electronic communications from our transfer agent, ComputerShare, including an account statement documenting your securities. All of your contracts are always hosted on Computershare at your portfolio screen. Thank you for supporting our decision to avoid the environmental impact of printing and shipping share certificates.

Will my investment have voting rights?
The securities do not come with voting rights.


How long until I see a return?
We are a privately held company, and our shares are not traded on a public stock exchange. As a result, the shares cannot be easily traded or sold. As an investor in a private company, you typically receive a return on your investment under the following two scenarios:

  • The company gets acquired by another company.
  • The company goes public (undergoes an initial public offering on the NASDAQ, NYSE, or another exchange).

In those instances, you receive your pro-rata share of the distributions that occur.

You should read about the risks of the investment in the Offering Circular.

 

What are the tax implications of an equity crowdfunding investment?
We cannot give tax advice, and we encourage you to talk with your accountant or tax advisor before making an investment.

What happens to my share of ownership if the company issues new shares in future financing rounds?
As is the case with any equity financing round, companies will naturally be diluting the equity ownership of existing investors. That means your proportion of ownership will be reduced.  See the Offering Circular for more details on dilution.

How do I know if the team members are who they claim to be?
The identities of the founding team members are all verified through CrowdCheck. Each investor, however, is ultimately responsible for conducting due diligence independently and should only make investments which fall in their comfort zone. 

How is the valuation determined?
See the Offering Circular for more details on our valuation method.


When do companies receive investments?
In order to protect investors, the company is required to reach a minimum funding target to have a successful fundraise. Therefore, investments are not finalized until the company raises enough money to meet its funding target and completes all other closing conditions (together, the "closing conditions"). The subscription proceeds are held securely in an independent escrow account. Once all the closing conditions have been met, the money is released to the company and investors will receive the applicable securities. If all the closing condition are not met, subscription amounts are returned to investors by the escrow agent.


What updates should I expect after investing?
Visit tothestarsacademy.com for the latest developments. We will issue an annual report once a year with financial statements and a discussion of our business, no later than 3 months after the end of our fiscal year.


What happens if a business fails?
As with any investment, there is an inherent risk that the company may fail. If that is the case, and there is a liquidation event, shareholders will receive a pro rata share. However, in many cases, there are no assets left to distribute, and the entirety of the investment may be lost.

What happens if the company doesn’t reach its goal?
If a company does not reach their minimum funding goal, all funds will be returned to the investors.

Do I have direct access to the founder?
No. We don't hand out their email addresses or phone numbers, but please feel free to share your feedback at investorrelations@tothestarsacademy.com.

SECTION 4 - GENERAL GUIDELINES

You represent and warrant that the information you provide to TTSA through the Site is accurate, complete and truthful.  You acknowledge and agree that TTSA and its agents are entitled to rely upon the information you provide us as true, accurate and complete without verification. We reserve the right to terminate or limit your access to the Site and/or the license granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.

You are prohibited from posting or transmitting any material on or though the Site that, in our sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law.  TTSA will fully cooperate with any law enforcement authorities or court order requesting or directing TTSA to disclose the identity of anyone posting any such information or materials on the Site.

SECTION 5 - INTELLECTUAL PROPERTY

All trademarks, logos, slogans, illustrations, designs, graphics, photographs, pictures and any other items included in this Site (the “Intellectual Property”) are the exclusive property of TTSA unless otherwise stated. Nothing on this Site should be construed as granting any license or right to use the Intellectual Property without written permission of TTSA or the third-party owner of the Intellectual Property.  Your misuse of the Intellectual Property, or any other content on the Site, except as provided in these Terms, is strictly prohibited.  You are advised the TTSA will aggressively enforce its intellectual property rights to the fullest extent of the law.

SECTION 6 - YOUR PRIVACY

Your use of the Site is also subject to our Privacy Policy, which is incorporated into these Terms by this reference. Please read it carefully to ensure that you understand and agree to how we collect, use, and protect information collected about you and your use of the Site. 

SECTION 7 - OUR LIABILITY

The Site is accessed and used at your own risk. Although reasonable efforts have been made to ensure that all details on the Site are current and contain no inaccuracies or errors, no guarantees are made that the Site’s content will be error free, accurate and current at all times. Your use of the Site is at your own risk.  TTSA neither represents, warrants, covenants, guarantees, nor promises any specific results from use of the Site.

TTSA assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, texts, images, video, or audio from the Site.

SECTION 8 - JURISDICTION AND GOVERNING LAW

We make no representation that this Site is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States.  If you are located outside of the United States, you use this Site at your own risk and initiative and you, not us, are responsible for compliance with any applicable local and national laws.

This Site is not directed at you if we are prohibited by any law of any jurisdiction form making the information in this Site available to you. The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation a) in any jurisdiction where such an offer or solicitation is against the law; or b) to anyone whom it is unlawful to make such an offer or solicitation. The securities offered on this Site can only be marketed in certain jurisdictions only.  You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your place of residence.  The securities described on this Site are not registered under the Securities Act of 1933.

These Terms shall be governed by, construed and entered in accordance with the laws of the State of California applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. 

SECTION 9 - NOTIFICATION PROCEDURES

We may provide notifications, including those regarding modifications to these Terms, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice or through posting of such notice on our Site, as determined by us in our sole discretion.  We reserve the right to determine the form and means of providing notifications to visitors.  Note that you may opt out of certain means of notification as described in these Terms and/or Privacy Policy. 

SECTION 10 - MISCELLANEOUS

Except as expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms.  TTSA shall have the right to assign its rights or delegate any of its responsibilities under these Terms to an affiliate or in connection with a merger, consolidation or reorganization of TTSA for the sale of substantially all of its assets. These Terms contain the entire understanding between you and TTSA relating to the Site.  These Terms supersede any other Terms or agreement regarding the Site prior to the Effective Date shown first above.

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