Terms of Use

The Hatch Oregon Terms of Use

Hatch Oregon is an initiative of Hatch Innovation, a 501(c)(3) social enterprise. Hatch Oregon is unique Web site designed specifically to serve Oregon residents, business entrepreneurs, and social innovators. It an online financial, news, and resource tool, and is part of a larger effort called the Hatch Community Capital Initiative. The Network and the Web site are used by communities in Oregon to build community investing infrastructure allowing communities to invest in themselves. The mission is to grow community capital and improve communities.

Terms and Conditions

These Terms of Use govern your access to and use of the Hatch Oregon web site (the “Site”), any information, text, graphics, or other materials appearing on the Site (the “Content”), and any services provided through the Site (the “Services”). Your access to and use of the Site, Content, and/or Services are expressly conditioned on your compliance with these Terms of Use. By accessing or using the Site, Content, or Services, you agree to be bound by these Terms of Use.

Modification of Terms of Use

You acknowledge and agree that Hatch Innovation may revise these Terms of Use from time to time. By continuing to access or use the Site, Content, or Services after any such revisions, you agree to be bound by the revised Terms of Use.

Privacy

Please review the Hatch Oregon Privacy Policy for information and notices concerning Hatch Innovation’s collection and use of your personal information.

Guard Your Password

You are responsible for safeguarding the password that you use to access any secure areas of the Site. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Hatch Innovation of any unauthorized use of your password.

Your Use of the Content

Hatch Innovation authorizes you to download, view, and print a single copy of any Content, solely for your personal and non-commercial purposes, and subject to the restrictions set forth in these Terms of Use.

Property

All right, title, and interest in and to the Site, Content, and Services are and will remain the exclusive property of Hatch Innovation. The Site, Content, and Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Use, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site, Content, or Services. You may not copy or modify the HTML code used to generate web pages on the Site. You may not use the Site, Content, or Services on or in connection with any other website, for any purpose.

General Prohibitions

You agree not to do any of the following while using the Site, Content or Services:

  • Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another’s rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
  • Access, tamper with, or use non-public areas of the Site, Hatch Innovation or Hatch Oregon’s computer systems, or the technical delivery systems of Hatch Oregon Secure Portal’ providers;
  • Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
  • Attempt to access or search the Site, Content, or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Hatch Oregon or other generally available third party web browsers (such as Microsoft Internet Explorer or Netscape Navigator);
  • Send unsolicited email, junk mail, “spam”, or chain letters, or promotions or advertisements for products or services;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Content or Services to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Content, or Services;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or
  • Impersonate or misrepresent your affiliation with any person or entity.

Hatch Innovation will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. Hatch Innovation staff may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Hatch Innovation staff have no obligation to monitor your access to or use of the Site, Content, and Services, but has the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Digital Millennium Copyright Act Compliance

Hatch Innovation respects the intellectual property rights of others and expects users of the Site to do the same. At Hatch Innovation’s discretion and in appropriate circumstances, Hatch Innovation or Hatch Oregon staff may terminate the accounts of users or prevent access to the Site by users who infringe the intellectual property rights of others. Pursuant to 17 United States Code 512(c)(2) (Digital Millennium Copyright Act of 1998.

Filing a notice of infringement with Hatch Innovation requires compliance with the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. The text of this statute can be found at the U.S. Copyright Office web site, www.copyright.gov/.

Links

The Site may contain links to third-party websites or resources. You acknowledge and agree that Hatch Oregon or Hatch Innovation are not responsible or liable for: (i) the availability or accuracy of such Web sites or resources; or (ii) the content, products, or services on or available from such Web sites or resources. Links to such Web sites or resources do not imply any endorsement by Hatch Innovation of such Web sites or resources or the content, products, or services available from such Web sites or resources unless clearly expressed. You acknowledge sole responsibility for and assume all risk arising from your use of any such Web sites or resources.

Termination

If you violate any of these Terms of Use, your permission to use the Site, Content, and Services will automatically terminate. Hatch Innovation reserves the right to revoke your access to and use of the Site, Content, and Services at any time, with or without cause. Hatch Innovation reserves the right to cease providing or to change the Site, Content, or Services at any time and without notice.

Use of the Site at Your Own Risk

Your access to and use of the Site, Content, and Services is at your own risk. Hatch Innovation will have no responsibility for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site, Content, or Services.

The Site is Available “AS-IS”

THE SITE, CONTENT, AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, HATCH INNOVATION EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT.

HATCH INNOVATION AND HATCH OREGON MAKE NO WARRANTY THAT THE SITE, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. HATCH INNOVATION AND HATCH OREGON MAKE NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITE, CONTENT OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, CONTENT OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HATCH OREGON OR THROUGH THE SITE, CONTENT, OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

You agree to defend, indemnify, and hold harmless HATCH INNOVATION, their officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Content, or Services, or your violation of these Terms of Use.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Hatch Innovation, Hatch Oregon NOR ANY OTHER party involved in creating, producing, or delivering the Site, content, or services will be liable for any incidental, SPECIAL, consequential or PUNITIVE damages resulting from your access to or use of, or inability to access or use, the Site, content, or services, whether based on warranty, contract, tort (INCLUDING NEGLIGENCE) or any other legal theory, whether or not Hatch Innovation or Hatch Oregon staff have been informed of the possibility of such damage, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT HATCH INNOVATION AND HATCH OREGON IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, HATCH INNOVATION AND HATCH OREGON WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES.

YOU AGREE THAT THE AGGREGATE LIABILITY OF HATCH INNOVATION AND HATCH OREGON TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITE, CONTENT OR SERVICES IS LIMITED TO THE AMOUNTS YOU MAY HAVE PAID TO HATCH INNOVATION OR HATCH OREGON STAFF FOR ACCESS TO AND USE OF THE SITE, CONTENT, OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HATCH INNOVATION AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Severability

In the event that any provision of these Terms of Use is held to be invalid or unenforceable, the remaining provisions of these Terms of Use will remain in full force and effect.

Waiver

The failure of Hatch Innovation to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision.

Controlling Law and Jurisdiction

These Terms of Use and any action related thereto will be governed by the laws of the State of Oregon without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Use will be the state and federal courts located in Portland, Oregon, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Use are the entire and exclusive agreement between Hatch Innovation, its staff, Hatch Oregon and you regarding the Site, Content, and Services, and these Terms of Use supersede and replace any prior agreements between Hatch Innovation, Hatch Oregon, or staff and you regarding the Site, Content, and Services.

If you have any questions about these Terms of Use, please contact us at 503-452-6898 or email us at info@hatchthefuture.org.

Hatch Oregon Risk Disclosure Statement

THE RISK OF LOSS IN PURCHASING SECURITIES ON HATCH OREGON CAN BE SUBSTANTIAL. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH TRANSACTIONS IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES. YOU SHOULD BE AWARE OF ALL THE POINTS CONTAINED WITHIN THIS RISK DISCLOSURE STATEMENT.

Hatch Oregon has attempted to write this risk disclosure statement in plain English so that you have a good understanding of the risks of purchasing Oregon securities on the Hatch Oregon Internet-based, direct access, electronic transactions system and the risks in purchasing the securities offered on the Hatch Oregon Secure Portal. However, no matter how plain this statement is, it and the other information provided by Hatch Innovation in its Rules, Membership Agreement and Terms of Use cannot disclose all potential risks and considerations related to securities transactions. Therefore, you should only purchase securities on the Hatch Oregon Secure Portal if you understand the nature of the transactions you are entering into and your exposure to risk. Purchasing potentially illiquid and restricted securities is not appropriate for some members of the public, and you should carefully consider whether purchasing any securities is appropriate for you given your experience, objectives, financial resources, and other relevant circumstances.

There are numerous risks associated with the securities offered through Hatch Oregon. Each issuer should describe these risks in their offering documents. Moreover, because the Hatch Oregon Secure Portal allows direct participation by you, you must ensure that you carefully read and understand this Risk Disclosure Statement, and the description of Hatch Oregon Secure Portal securities.

The Securities Offered on the Hatch Oregon Secure Portal

Risks associated with the unique nature of the Hatch Oregon Secure Portal include the inherent lack of liquidity for offered securities. There is a possibility that you could purchase a security offered on the Hatch Oregon Secure Portal and be unable to liquidate your position in the security in the time frame you wish to liquidate it. Additionally, the securities have limitations on transferability and sale.

Risks Inherent in Transacting through the Internet

Transacting through the Internet involves many interrelated systems, including hardware, software, telephony, cable, and power generation, all of which are subject to failure or malfunction that may adversely affect your ability to trade. If you have spent any time at all on the Internet, you may have experienced problems with computer crashes, failure of your Internet service provider’s access system, site crashes, and many other problems. Therefore, please realize that during any time which you cannot access the Hatch Oregon Secure Portal for whatever reason, you will not be able to enter, cancel, or modify orders. The Hatch Oregon Secure Portal is not responsible or liable for any effect on your ability to purchase securities caused by any malfunction of the Internet, computing systems, or their related components.

Third-Party Service Providers

The Hatch Oregon Secure Portal will provide you with information from Third Party Service Providers (“TPSP”) as well as that which was written by the issuers listed on the site. Such information includes, but is not limited to, Web site links, data, narratives, projections, risks, images, and term sheets. Though Hatch Innovation through the Hatch Oregon Secure Portal is providing the Service to you via the Hatch Oregon Web site, we do not endorse, warrant, or guarantee the accuracy or reliability of the information provided.

THIS BRIEF STATEMENT CANNOT OF COURSE DISCLOSE ALL THE RISKS AND OTHER ASPECTS OF THE HATCH OREGON SECURE PORTAL OR SITE.

BY CLICKING “I ACCEPT” IN THE APPROPRIATE BOX BELOW, YOU HEREBY AGREE TO HAVE READ AND UNDERSTOOD ALL THE TERMS OF THE FOREGOING RISK DISCLOSURE STATEMENT.

Agreement to Terms of Use

PLEASE CAREFULLY READ AND MAKE SURE YOU UNDERSTAND THIS ENTIRE AGREEMENT, INCLUDING ALL DOCUMENTS INCORPORATED BY REFERENCE, BEFORE CLICKING “I ACCEPT” TO INDICATE YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT. CLICKING THE “I ACCEPT” BUTTON IS THE LEGAL EQUIVALENT OF YOU MANUALLY SIGNING THIS AGREEMENT.

ACCOUNT HOLDER ACKNOWLEDGEMENTS AND AUTHORIZATIONS

(a) You authorize Hatch Innovation to rely upon any instruction received by you through use of your account and profile. You accept full responsibility for monitoring Your Account and Profile. Hatch Innovation is not responsible for any User errors or negligent use of the Hatch Oregon transactions platform and will not cover losses relating to such improper or negligent use. You shall maintain the confidentiality of Your Password and Username and prevent the unauthorized use of Your Account at all times. If You become aware of any deliberate or inadvertent disclosure, loss, theft or unauthorized use of Your Account, You must notify Hatch Innovation immediately. You may not access or attempt to access the Hatch Innovation transactions platform using the Access of any other Member, or permit any other person or entity to access or attempt to access the Hatch Innovation transactions platform using Your Access Credentials. Any and all materials that Hatch Innovation provides to You in connection with your transactions are the property of Hatch Innovation and are intended for Your sole and individual use.

(b) You agree that all communications with Hatch Innovation, including any telephone calls between You and Hatch Innovation may be recorded (with notice), and such recordings may be provided to regulatory authorities (in conformance with applicable laws and regulations) and used as evidence in the event of any dispute. Such recordings will be and remain the sole property of Hatch Innovation and will, in the absence of manifest error, be accepted by You as evidence of the communications so recorded. The period of retention of such recordings shall be at the sole discretion of Hatch Innovation, which will act in conformity with applicable laws and regulations.

(c) You acknowledge and agree that Hatch Innovation does not and will not provide You with any legal, tax, estate planning or accounting advice or advice regarding the suitability, profitability or appropriateness for You of any investment, financial product, investment strategy, transferable rights, or any other matter. Specifically, You acknowledge and agree that Hatch Innovation has not undertaken and will not undertake an independent evaluation of whether the securities in each transaction entered into by You is appropriate for You. You are solely responsible for all determinations in this regard.

(d) You acknowledge that any information provided by Hatch Innovation will not be used or considered by You as a recommendation, offer or a solicitation of an offer, to buy, sell or hold a particular investment or pursue any investment strategy.

(e) You acknowledge that Hatch Innovation neither assumes responsibility for nor guarantees the accuracy, completeness or usefulness of information, commentary, recommendations, advice, investment ideas or other materials that may be accessed by You through the Hatch Innovation transactions platform. This includes, but is not limited to, bulletin boards, Web site links, quotes, message boards, chat services or other online conference or telecast by third party providers and counterparties through the Hatch Innovation transactions platform. If You rely on such information, You do so solely at Your own risk.

(f) You acknowledge and agree that You will, following a request by Hatch Innovation, promptly provide verification of Oregon residency, needed financial, or other information as Hatch Innovation may need to reasonably request needed to settle a transaction requested by You.

(g) Before clicking I Accept, You will have read and understood ChangeXchange NW Privacy Policy. The Privacy Policy can be found here. If You object to Your information being transferred or used in any of the ways stated in the Privacy Policy, please do not apply for an account on Hatch Innovation.

(h) You acknowledge and agree that once you have completed the Investor registration on-line, click “I accept” to all of the documentation contained therein, you will have electronically signed the certification of Oregon residency and are legally bound by all of the terms and conditions contained herein.

THE HATCH OREGON TRANSACTION PLATFORM

(a) Hatch Innovation is making available to You access to the Hatch Innovation transactions platform for purchasing certain securities under the terms and conditions stated in this Agreement.

(b) You understand that the Hatch Innovation transactions platform may be accessed only through the Internet provided by Hatch Innovation.

(c) No Liability. You understand that while the Internet generally is dependable, technical problems or other conditions may delay or prevent You from accessing Your Account or entering or canceling a purchase request on the Hatch Innovation, or may delay or prevent an order transmitted to the Hatch Innovation transactions platform from being executed. HATCH INNOVATION, ITS AFFILIATES, AND ITS SOFTWARE, HARDWARE, AND SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU FOR, AND YOU AGREE NOT TO HOLD OR SEEK TO HOLD ANY OF THEM LIABLE FOR, ANY TECHNICAL PROBLEMS; Hatch Innovation transactions platform FAILURES OR MALFUNCTIONS; Hatch Innovation transactions platform ACCESS OR CAPACITY PROBLEMS; HIGH INTERNET TRAFFIC; INTERRUPTIONS DUE TO SCHEDULED OR UNSCHEDULED MAINTENANCE, UPGRADING OR REPAIRS; SECURITY BREACHES OR UNAUTHORIZED ACCESS BEYOND THE REASONABLE CONTROL OF Hatch Innovation; ANY FORCE MAJEURE EVENT; AND OTHER SIMILAR PROBLEMS AND DEFECTS. NOTHING IN THIS SECTION IS INTENDED TO LIMIT THE LIABILITY OF ANY PERSON ARISING FROM ACTS OF WILLFUL OR WANTON MISCONDUCT.

(d) Some of the information available on the Hatch Oregon Transactions Platform is produced by Hatch Innovation, and some is provided by various independent sources believed by Hatch Innovation to be reliable (“Information Providers”). You acknowledge that the accuracy, completeness, timeliness, and correct sequencing of the information concerning Your Account and purchasing activity, the information and offering documents, market news, charts, analysis, strategies, and other information that may be provided from time to time, (collectively referred to as the “Information,”) is the property of Hatch Innovation and/or the Information Providers or others and may be protected by copyright. You agree not to reproduce, retransmit, disseminate, sell or distribute the Information in any manner without the express written consent of Hatch Innovation and the relevant Information Provider(s) and not to use the Information for any unlawful purpose. Although Hatch Innovation believes the Information provided by the Information Providers through the Hatch Oregon Transactions Platform is complete and correct, the accuracy of the Information cannot be guaranteed and any reliance by You on such information is done solely at Your own risk.

(e) You shall be responsible for providing and maintaining the means by which You will access the Hatch Oregon Transactions Platform, which may include a personal computer, modem and telephone or other access line. You are responsible for all access and service fees necessary for You to connect to the Hatch Oregon Platform.

ELECTRONIC COMMUNICATION WITH USERS

All communications between You and Hatch Innovation or Hatch Oregon shall be via electronic mail (“email”) to the email address You provided on Your Investor Registration. You consent to receive all communications from Hatch Innovation or Hatch Oregon by email or phone, or any contact information provided by You, including confirmations, amendments to this Membership Agreement, amendments to the Hatch Innovation or Hatch Oregon policies, notices, and any correspondence relating to Your Hatch Innovation or Hatch Oregon Account and You agree to be bound by all communications contained therein.

You shall be deemed to have received any such communications sent to Your current email address. It is your responsibility to check your email and accept email from Hatch Innovation and Hatch Oregon email addresses while maintaining a profile on Hatch Oregon. Communications sent to your email address shall be conclusive and final unless You notify Hatch Innovation of an error within five (5) days of Hatch Innovation or Hatch Oregon sending the email confirmation.

In order to maintain a profile on the Hatch Oregon Transactions Platform, You are required to maintain an active email account and You may not share said email account with anyone. (For clarification, You must be the only person able to access the email address.) You agree to protect the password and user identification of such email account in order to protect the confidentiality of any correspondence between You and Hatch Innovation or Hatch Oregon.

You must inform Hatch Innovation of any changes to Your email address within 24 hours of said change.

ELECTRONIC SIGNATURES

Your intentional action in electronically signing this Registration is valid evidence of your consent to be legally bound by these policies governing your relationship with Hatch Innovation and Hatch Oregon. The use of an electronic version of the Policies and Registration fully satisfies any requirement that such materials be provided to You in writing. You acknowledge that You may access and retain a record of the documents that You electronically sign through the Hatch Oregon transactions platform. You are solely responsible for reviewing and understanding all of the terms and conditions contained herein. You accept as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including, the posting of modifications to this Agreement on the Hatch Oregon Web site. You acknowledge and agree that Hatch Innovation or Hatch Oregon may modify this Membership Application, in whole or in part, from time to time and You agree to consult the Hatch Oregon Web site from time to time for the most up-to-date Agreement and Policies. The electronically stored copy of this agreement is considered to be the true, complete, valid and authentic and enforceable record, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You agree not to contest the admissibility or enforceability of a Hatch Innovation or Hatch Oregon electronically stored copy of the Application in any proceeding arising out of the terms and conditions of the Application.

USER REPRESENTATIONS

Users hereby represents and warrants as follows:

(a) If You are a natural person, You (i) reside in Oregon, (ii) maintain a United States bank account in your name, and (ii) have attained the age of majority enabling You to enter into legally binding contracts;

(b) Purchasing securities on the Hatch Oregon Platform does not and will not violate any governing documents, applicable law, or any judgment, decree, order or agreement to which You or Your property is subject, and this Agreement is binding on and enforceable against You in accordance with its terms;

(c) Intermediation on Hatch Oregon is strictly forbidden. Therefore, You and, if relevant, Your employees and agents may not trade or otherwise act on behalf of any other person or entity (whether or not a Member) in purchasing securities on the Hatch Oregon Secure Transaction Platform, including by allowing any person not disclosed on the User Application to have an economic interest in the trades placed by the Member.

(d) You have determined that the purchasing of potentially illiquid securities is appropriate for You; and

(e) You shall promptly notify Hatch Innovation or Hatch Oregon in writing if any of the representations in this Agreement materially change or cease to be true and correct.

NO WARRANTY

YOU UNDERSTAND THAT HATCH OREGON, ITS AFFILIATES, AND ITS SOFTWARE, HARDWARE, AND SERVICE PROVIDERS PROVIDE THE HATCH OREGON PLATFORM “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. HATCH OREGON, ITS AFFILIATES AND ITS SOFTWARE, HARDWARE AND SERVICE PROVIDERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

MANDATORY ARBITRATION

Any controversy or claim arising out of or in connection with this Agreement or the performance or breach hereof, or relating to Your Account, including any claim against Hatch Innovation or Hatch Oregon, related escrow agents, or any other Hatch Innovation or Hatch Oregon Member, shall be settled by arbitration.

TERMINATION

This Membership Agreement may be terminated by You or Hatch Innovation at any time by giving written notice to the other party. In the event of such termination, Hatch Innovation will immediately delete Your profile from the Site. The termination of this Agreement will not prejudice any accrued rights or obligations relating to any transaction effected prior to termination, or any right or remedy available to Hatch Innovation or Hatch Oregon. The obligations of confidentiality, the warranty exclusions, the limitations of liability, the assignment of Ideas provision, the mandatory arbitration provision, and choice of law provision stated in this Agreement will survive termination.

Hatch Innovation or Hatch Oregon reserves the right to terminate Your Account or block access to Hatch Oregon for any reason allowable under applicable law.

MISCELLANEOUS

(a) Order of Precedence. In the event of any conflict among this Membership Agreement and any of the documents incorporated herein by reference, the following order of precedence will apply: ChangeXchange NW Policies; entity certification or authorization that is supplemental to this Agreement and Web site Terms of Use; and the Privacy Policy.

(b) Assignment. Member may not assign (directly, by operation of law, or otherwise) this Membership Agreement or any of its rights or obligations under this Agreement. Subject to the foregoing, this Membership Agreement shall be binding upon and inure to the benefit of Hatch Innovation or Hatch Oregon, its successors and assigns, You and Your legal representatives, executors, trustees, administrators, and (if an assignment cannot be prohibited) Your successors and assigns.

(c) Severability. If any part, term, or provision of this User Agreement is held by any body of competent jurisdiction to be illegal or in conflict with any laws or regulations, a modified provision shall be substituted which carries out as nearly as possible the original intent of the parties and the validity of the remaining portions or provisions shall not be affected or impaired.

(d) Entire Agreement. This Membership Agreement, including all documents incorporated herein by reference, is intended as the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, relating to the subject matter hereof. There are no terms, conditions or obligations other than those contained herein and those incorporated by reference. Notwithstanding the above, You acknowledge that from time to time, You may enter into certain additional agreements with, or receive certain disclosure documents from, ChangeXchange NW, and such other agreements or documents shall be valid and binding upon You as a Member of ChangeXchange NW.

(e) Amendment. This Membership Agreement may be amended unilaterally by ChangeXchange NW upon written notice to You. You will be deemed to agree to each such amendment if You do not terminate this Membership Agreement prior to the effective date of the amendment.

(f) Waiver. Failure of either party to enforce compliance with any provision of this Membership Agreement shall not constitute a waiver of such provision unless accompanied by a clear written statement that such provision is waived. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.

(g) Cumulative Remedies. The rights and remedies conferred upon Hatch Oregon herein shall be cumulative, and the exercise of any right or remedy provided herein or at law or equity shall not preclude the exercise of additional rights and remedies provided by law or equity.

BY CLICKING “I ACCEPT” YOU HEREBY AGREE TO THE TERMS OF THIS MEMBERSHIP AGREEMENT AND EXPRESSLY ACKNOWLEDGE THAT YOU HAVE RECEIVED, READ AND UNDERSTOOD ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE.