Last Updated: 3/21/2024

This agreement, as it may be amended by Gaingels (together with its affiliates, “Gaingels”) in its sole discretion from time to time (this “Agreement”), governs your participation in the Gaingels Investment Network (the “Network”).

By accessing the Network and registering as a member you are accepting and agreeing to the terms set forth in this Agreement.

You should also read our Privacy Policy, which governs your use of the Network and is referenced in this agreement.

If you do not agree with any part of this Agreement, you must discontinue use of the Network.

We recommend that you review these Terms and Conditions periodically. The amended terms shall be effective from and after the date that they are posted on the Site.

All capitalized terms used but not defined herein are defined in Section 4 below.

Our commitments to our members include:

• To act with dignity while working with our network and our portfolio companies
• To proactively support our network and our portfolio companies
• To acknowledge members of good standing
• To assist our network to source profitable investment opportunities
• To be transparent in what we do and who we are
• To be active investors along with our other members

Our expectations of our members include:

• To act with dignity while working with our network and our portfolio companies
• To proactively support and evangelize our network and our portfolio companies
• To accept the inherent high-risk nature of the investments that our network makes
• To maintain the utmost confidentiality of all information you gain through the network and from our portfolio companies
• To proactively monitor oneself for, and disclose to the network, potential conflicts of interest.

Section 1 – Membership

1. Mission Statement; Values Statement: Each member of the Network (a “Member” and collectively, “Members”) must support and abide by the Network’s mission which is stated on the Gaingels About page and which may be updated from time to time.
2. Name and Contact Information; Accredited Investor Status: Each Member shall ensure that Member information is always up to date and accurate. Updates can be made by logging into the Gaingels Investor Portal or sending an email to membership@gaingels.com detailing the changes that are needed and a representative will follow up with you.
3. Termination of Participation: Participation in the Network may be terminated at any time by and at the sole discretion of the managers of Gaingels, including, without limitation, if:
   1. a Member consistently or materially fails to make investments they commit to; Or
   2. a Member breaches these terms and conditions or any other agreement with Gaingels or any Investment LLC;
   3. In addition, each Member may terminate their participation in the Network at any time by sending an email to membership@gaingels.com.
4. Material Updates: Each Member will receive electronic notification of any material update to this Agreement; however, whether or not any material update is made and regardless of the frequency thereof, each Member agrees to periodically review the current and effective version of this Agreement on the Gaingels.com website.
5. Password and Access Credentials: You are responsible for keeping your password and access credentials associated with the Gaingels websites confidential. You will promptly notify us at privacy@gaingels.com about any unauthorized access to your passwords or access credentials.
6. Privacy Policy: Gaingels complies with its Privacy Policy and is subject to change as described therein. By accessing, using, and providing information to or through the Gaingels Portal, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of the Privacy Policy.

Section 2 - Representations & Warranties

You represent, warrant, and covenant to Gaingels and the Network as follows:

1. Investment: You will be evaluating prospective portfolio companies and making investments in one or more portfolio companies for your own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement, you have no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness, or commitment providing for the disposition thereof.
2. Accredited Investor Status: You are an “accredited investor” as defined in Rule 501(a) under Regulation D of the Securities Act (please see the qualifications for being an accredited investor which may be found online here). Moreover, contact membership@gaingels.com if you no longer meet the requirements for qualification as an “accredited investor” or are no longer able to certify your status as such, and your participation in the Network shall then shift to that of “social member”.
3. Experience: You have carefully reviewed the representations concerning the Network contained in this Agreement and have made a detailed inquiry concerning Gaingels, the Network, its business, and its personnel. The management of Gaingels has made available to you, any and all written information which you have reasonably requested and has answered to your satisfaction all inquiries made by you. You have sufficient knowledge and experience in finance and business that you are capable of evaluating the risks and merits ofmembership in the Network and you are able financially to bear the risks of making investments through the Network. You agree to carefully review each subscription agreement and Investment LLC Agreement as they contain important details about the terms of your investments.
4. Access to Information & Confidentiality: You acknowledge that, as a consequence of membership in the Network and the business activities of the Network and of Gaingels, the SPV’s and the Funds, certain trade secrets and other information of a proprietary or confidential nature relating to the Network, prospective portfolio companies, and portfolio companies (all such information falling within the definition of “Confidential Information,” as defined in this document, Section 3.1 Confidentiality; Non-circumvent:, which has been disclosed to you. You understand that such policy is hereby incorporated and that, by becoming a Member, you agree to be bound by the Confidentiality terms, as the same may be amended from time to time at the sole discretion of Gaingels.
5. Conflict of Interest & Prior Relationships: You agree that, when reviewing information presented (either verbally or in writing) on the Network, or available on the Gaingels website or through other electronic systems or means, or presented or provided by prospective portfolio companies and/or portfolio companies, including, without limitation, all Confidential Information, you shall use your reasonable judgment and shall recuse yourself (i) if, in your reasonable judgment, an actual or potential conflict of interest could arise or (ii) as requested by Gaingels. Further, you shall notify the management of Gaingels, in writing promptly after it is discovered that there exists a prior relationship between you and any prospective portfolio company. The notice shall contain the current and past nature of the relationship and any other information that would be relevant to the particular situation.
6. Non-solicitation: Members may not distribute promotional materials at membership meetings, send promotional emails or otherwise market anything to all or part of the Gaingels Community without the prior approval of the management of Gaingels. Neither the Members, nor the membership list, nor the Prospective Portfolio Companies and Portfolio Companies, nor the database thereof, nor any Confidential Information, shall be exploited by you for soliciting Business.
7. Non-disparagement: Members are expected to represent the Network, Gaingels and its Affiliates, and all portfolio companies in a positive manner. You shall not defame or disparage the Network or its Members, any portfolio company or prospective portfolio company, or Gaingels or its business or its strategic plans, products, practices, policies, or personnel, in any medium or to any person or entity.
8. No Investment Advice: In making an investment decision, you will rely solely on your own examination of the terms of the offering, including the merits and risks involved. You understand that we will not give you any advice or recommendation about whether a particular investment is appropriate or suitable for you, and any investment made by you in a Portfolio Company will be made without reliance upon any statement made by Gaingels, any employee, or another Member of the Network. In the event that due diligence information completed by the Gaingels staff or Members of the Network is shared amongst Members, you shall not rely upon that due diligence to make your own investment decision, but rather shall make all investment decisions independently. In the event that due diligence information completed by another investment group is shared with Gaingels and Members, you shall not rely upon that due diligence to make your own investment decision, but rather shall make all investment decisions independently. You represent that you have the financial capacity to make investments in companies as provided by this Agreement, including, without limitation, the capacity to lose your entire investment. You hereby acknowledge that you will be required to bear the economic risk of your investments in Portfolio Companies and, as applicable, in any Investment LLC, for an indefinite period of time, and such investments may not be transferable. You understand that Gaingels does not guarantee any economic result from any investment by you or from your participation in the Network.
9. Foreign Investor: You agree to promptly notify Gaingels if you are not or cease to be a “US Person” for purposes of US tax and securities laws. Gaingels does not market its securities outside of the US, except in limited jurisdictions where such solicitation is permitted. Accordingly, if you are a non-US Person, you agree to make investments in compliance with your local laws and understand that Gaingels will not affirmatively invite you to specific deal opportunities. You certify, under penalty of perjury, that you are NOT subject to the backup withholding provisions of Section 3406(a)(1)(C) of the Internal Revenue Code. (Please Note: a Member is subject to backup withholding if (i) such Member fails to furnish such Member’s Social Security Number or Taxpayer Identification Number, (ii) the Internal Revenue Service notifies Gaingels that such Member has furnished an incorrect Social Security Number or Taxpayer Identification Number, (iii) such Member is notified that such Member is subject to backup withholding, or (iv) such Member failed to certify that such Member is not subject to backup withholding, or such Member fails to certify such Member’s Social Security Number or Taxpayer Identification Number).
10. No Bad Actor Disqualification: You further represent that you have not engaged in any act or event that would trigger disqualification of the Company under Rule 506(d) of Regulation D, and you hereby covenant to immediately notify Gaingels in the event you undergo a disqualifying event within the meaning of Rule 506(d) of Regulation D.
11. Dispute Resolution: Any dispute related to this membership agreement which cannot be resolved by the member and Gaingels shall be settled by arbitration in accordance with the rules of the American Arbitration Association (“AAA”). The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the AAA and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Except as otherwise provided in this Agreement, you and Gaingels may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. You and Gaingels also agree that any claim brought in connection with a dispute, whether resolved through arbitration or not, will be brought between Gaingels and you individually, and that you may not assert any such claim against Gaingels as plaintiff or class member in any purported class or representative proceeding. This agreement to arbitrate constitutes a waiver of the right to seek a judicial forum unless such a waiver would be void under the federal securities laws. If you are a foreign national, non-resident alien, or if you do not reside in the United States, you agree to waive your right to file an action against us in any foreign venue.

Section 3 – Miscellaneous

1. Confidentiality; Non-circumvent: Information available on the Gaingels Portal is highly confidential. By accessing the Gaingels Portal, you agree to hold in confidence, and not to disclose to any third party without the consent of Gaingels, any information available on the Gaingels Portal or otherwise disseminated by Gaingels or its affiliates. You also agree to use such confidential information only in the evaluation and monitoring of your investment and to use the same degree of care as you use to protect your own confidential information in carrying out the foregoing confidentiality obligation. You agree not to contact any portfolio company directly without the prior consent of Gaingels. Failure to adhere to the restrictions of this paragraph 3.1 may result in immediate loss of access to the Gaingels Portal and information about future investment opportunities.
2. Indemnification: You agree to indemnify us and hold us and our affiliates, directors, officers, employees, and agents harmless under this Agreement from and against all claims, actions, costs and liabilities, including attorneys’ fees, arising from or related to: (i) any breach by you of any provision or representation of any of the Agreements; (ii) any dispute that does not directly result from our performance of advisory services as set forth in this or any other Agreement; and (iii) any inaccurate information supplied to us by you or your authorized agent.
3. Amendments; Termination: This Agreement may be modified or terminated by Gaingels at any time, with notice as soon as is practicable. It shall be incumbent upon each Member to periodically review the current and effective version of this Agreement available online here. To the extent that any material modification is made to this Agreement, Members shall receive electronic notification thereof and if any Member is not willing or able to adopt such changes, then such Member may terminate his or her membership, with written notice to Gaingels within ten (10) Business Days of such electronic notification, which termination will be deemed to have taken effect immediately prior to such changes.
4. Evangelization: Members of the Network agree to consider evangelizing Gaingels and its mission to their professional and social network where appropriate. They shall respect the existence of Gaingels as a network and community-based organization and as part of their membership, become a part of this mission.
5. Miscellaneous: Notwithstanding the foregoing, you hereby consent to receiving electronic communications from Gaingels. These electronic communications may include newsletters, memos, notices, and other information concerning or related to the Gaingels Portal. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Section 4 – Definitions

Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

“Affiliate” when used with reference to a Person means any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such Person. In addition, Affiliates of a Member shall include all partners, officers, employees and former partners, officers, or employees of, all consultants or advisors to, and all other Persons who directly or indirectly receive compensation from such Member.

“Agreement” has the meaning set forth in the preamble.

“Business Day” means any day of the year on which national banking institutions in New York, New York are open to the public for conducting business and are not required or authorized to close.

“Gaingels” or “We” means Gaingels Holdings LP, a Delaware limited partnership, its subsidiaries, affiliates, managers, members, and officers, and as applicable, its employees and third-party representatives.

“Investment Amount” means, for each Portfolio Company Investor, with respect to each Portfolio Company, the amount paid for such Person’s equity interest in such Portfolio Company, and with respect to each Prospective Portfolio Company, the amount designated by such Person in any Gaingels electronic system or platform as the value tied to such Person’s indicated status.

“Member” has the meaning set forth in the preamble.

“Network” has the meaning set forth in the preamble.

“Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as in effect from time to time.

Contact information
Gaingels
Atten: Legal Department
43 W 23rd Street, 2nd Floor
New York, NY 10010