WAAN Boston Investor Membership Application: Step 2 of 3
WAAN Angel Code of Conduct & Confidentiality - Investor Member
Please read the following carefully. In order to continue your membership application, you will need to acknowledge and accept the code of conduct and confidentiality.
WAAN is a membership group operating under the Wharton Alumni Clubs that facilitates the introduction of entrepreneurs to potential investors through meetings, presentations and other mechanisms. In addition, WAAN Boston is a Special Interest Group of the Wharton Club of Boston. WAAN also conducts various educational and learning events to help members understand the field of Angel Investing. WAAN angel members consist only of individuals who are Wharton or Penn alumni and are interested in investing in privately held companies or ventures typically in an early stage of development.
Requirements for Membership
Angel membership in WAAN shall only be available to Wharton School or University of Pennsylvania alumni. Each angel member of WAAN must be an accredited investor as that term is defined in the Securities Act of 1933. Each member must agree to abide by the Code of Conduct of WAAN at all times. Membership is a privilege, which is subject to annual renewal, revocation, or termination for a member’s failure to conduct himself or herself in a manner consistent with WAAN’s Membership Agreement and Code of Conduct. WAAN Angel membership may be terminated or revoked at the discretion and determination of WAAN’s Operating Committee. The decision of the Operating Committee is final.
To Qualify For Membership, I Agree That:
- I am an accredited investor as defined under Rule 501(a) of Regulation D of the Securities Act of 1933, defined here, as amended for the reason indicated on the signature page hereto.
- I have such knowledge and experience in financial and business matters to be capable of evaluating the relative merits and risks of any investment.
- I am knowledgeable of and will comply with all applicable international, federal, state and local laws and regulations.
- I agree to abide by the terms and rules of WAAN’s Angel Code of Conduct & Confidentiality or its updates and amendments.
- I understand that WAAN is not a venture fund, investment bank, broker/dealer, investment clearinghouse, investment portal, or any other form of investment advisor or otherwise, and is not registered with the Securities and Exchange Commission or any state securities commission.
- I must conduct my own analysis and due diligence to determine the appropriateness of any investment I make in any company to which I am introduced through WAAN. As a result, I recognize and agree that neither WAAN nor its representatives or agents are responsible or liable in any way for any investment decision I make as a result of being a member of WAAN. The choice to use and the manner of utilization of information and knowledge gained through WAAN is my individual and personal choice. I understand that representatives or agents may or may not invest.
- I understand that any purchase of equity or other investment transaction shall be directly with the respective company.
- I understand that WAAN meetings are not an offer to sell or solicitation to buy any security by WAAN or any affiliated entity.
- I agree that non payment of annual membership fees as and when they become due will result in automatic termination of membership in WAAN.
- I am willing to make investments, participate in due diligence, and attend at least 50% of all full membership meetings.
- I understand that any violation of the Code of Conduct & Confidentiality is grounds for immediate termination of my WAAN membership.
Membership Code of Conduct
- I will conduct myself in a professional manner at all times.
- Non-Solicitation Policy: I understand and recognize that WAAN meetings and communications are focused on investment pursuits and will not solicit another member or any company that has applied for funding to WAAN for business.
- I will disclose to the group any relationship under my direct control I have or may have had with a presenting company, including any financial gain I or my affiliates may receive from the company or proposed investment in the company.
- I will use good judgment, adhere to high ethical standards and avoid situations that create an actual or potential conflict of interest. A “conflict of interest” arises when a person’s loyalties or actions are divided between the interests of a company and those of another, such as a competitor, supplier or customer, or personal business. A conflict of interest can arise when a member takes actions or has interests that may make it difficult for him or her to objectively and effectively support a company seeking funding. A conflict of interest may also arise when an individual, or a member of his or her family, receives an improper personal benefit as a result of his or her position in, or relationship with, a company. The appearance of a conflict of interest alone can adversely affect WAAN and its relations with companies seeking funding.
- A conflict of interest may not always be clear; therefore I will consult with a member of the Steering Committee if I have any questions.
- I agree not to negotiate what are commonly referred to as “side investment opportunities” or “backroom investment opportunities” with any entrepreneur or company under consideration for investment. Any investment that is not fully disclosed to, is detrimental to, or excludes other WAAN members would fall into this category.
- If I come into possession of confidential or non‐public information about a company, I will safeguard the information from the public and not intentionally or inadvertently communicate it to any person (including family members and friends) unless the person has a need to know the information for legitimate business reasons. I will not disclose confidential or proprietary information obtained as a consequence of my association with WAAN to third parties without express authorization from WAAN and or the entity whose confidential information it is. I will be discreet with respect to confidential information about potential investments as to which I receive information not available to other members of WAAN generally and not discuss it in public places. I will respect the privacy of other members and not provide their name to any third party without their permission.
- I will promptly notify WAAN of any change in my contact information or accredited investor status occurring after the date hereof.
WAAN is not a venture fund, an investment bank, a broker/dealer, investment clearing‐house, or an investment advisor, but rather a forum in which investors may be educated on aspects of investment and business, as well as introduced to companies for possible investment. WAAN is not registered with the Securities Exchange Commission or any state securities commission. Each member of WAAN is responsible for his or her own investment decisions, and WAAN is not recommending any particular company for investment. All investments in entrepreneurial companies involve a high degree of risk, and investors should be able to bear the risk of complete financial loss. The choice to use and manner of utilization of information and knowledge gained through WAAN is each member’s individual and personal choice. No guidance shall be given, nor shall any person affiliated with WAAN be responsible for an individual member’s use of the information, investment decision, or the results of any investment. Hence, WAAN makes no representations or warranties of any kind regarding these companies. Investors must conduct their own due diligence and negotiate the terms of any investment they elect to make. No guidance, advice or representation is made in any way. For tax, compliance, reporting, legal or other requirements members may have, it is highly recommended that members seek appropriate professional help. No representation or warranty is made as to the accuracy or completeness of the information provided by WAAN or presenting companies.