Terms of Service

ICAN Membership

1. Introduction

These Terms of Service (“Terms”) govern your participation as a member (“ICAN Member” or "Member") of the International Collegiate Angels Network (ICAN). ICAN is a Texas limited liability company. By applying for membership, you agree to these Terms and acknowledge your role.

2. Membership Eligibility and Fee

2.1 Eligibility: Membership is open to accredited investors as defined by the U.S. Securities and Exchange Commission (SEC). Each ICAN Angel must self-certify their accredited status upon application.

2.2 Membership Fee: ICAN membership is free to accredited investors.

3. Deal Sourcing and Investment Opportunities

3.1 Sourcing Model: ICAN sources early-stage ventures from leading campus entrepreneurship programs around the world. These Campus-Born Ventures are led by current students, faculty, and alumni founders who meet ICAN’s eligibility standards.

3.2 Deal Volume Commitment: ICAN will present no fewer than 16 Campus-Born Ventures per year through its quarterly Investor Day events. Ventures selected for these events are chosen by the ICAN Investment Committee, based on diligence, investment readiness, and alignment with ICAN’s mission.

3.3 Investment Discretion: All investment decisions are made solely at the discretion of ICAN Members. ICAN does not provide financial advice, guarantees, or recommendations on specific deals.

4. Deal Management Fees & Carried Interest

4.1 Direct to Cap Table Investment: ICAN receives no fees when Members invest directly to the capitalization table of ventures presenting at quarterly Investor Day events. Such investments are negotiated entirely between the presenting venture and the Member.

4.2 Syndicated Investment: ICAN will establish and manage a special purpose vehicle (SPV) to facilitate syndicated investments of $250K or more. Fees associated with syndication are as follows:

4.2.1 ICAN charges a flat fee of $15K to ventures for SPV formation and setup--ensuring legal, compliance, and reporting infrastructure is in place.

4.2.2 ICAN Members pay a 3% participation fee, which covers deal vetting, investment memo preparation, onboarding logistics, and long-term post investment tracking.

4.2.3. ICAN retains 10% carried interest on realized gains from the SPV calculated after full return of each Member's original invested capital.

4.3. ICAN Give-Back: ICAN will donate 10% of all its capital gains to the campuses that gave birth to ventures that generated the gains. Members will be invited to participate in this give back, although it is not required.

5. Confidentiality

5.1 Non-Disclosure: ICAN Members must treat all deal materials, venture data, pitch decks, videos, and event discussions as confidential. Unauthorized sharing or public distribution is strictly prohibited and may result in termination of membership.

6. Indemnification

6.1 Member Responsibility: Each ICAN Member agrees to indemnify and hold harmless ICAN, its directors, officers, employees, affiliates, and agents from any claims, liabilities, or losses arising from participation in ICAN activities or investment decisions.

7. Limitation of Liability

7.1 No Warranty or Guarantee: ICAN provides no warranty regarding the financial performance, outcomes, or suitability of any Campus-Born Venture. ICAN disclaims liability for any damages, including direct or consequential losses, arising from participation or investment activity.

8. Amendments

8.1 Modifications: ICAN reserves the right to modify these Terms at any time. Material changes will be communicated to all ICAN Members. Continued participation constitutes acceptance of the revised Terms.

9. Governing Law

9.1 These Terms shall be governed by and interpreted under the laws of the State of Texas, without regard to its conflicts of laws principles.

10. Acknowledgment

By submitting your membership application you confirm that you:

Are an accredited investor
Understand and accept the fees ICAN charges for syndication
Acknowledge ICAN’s role as a facilitator, not a broker-dealer
Agree to comply with these Terms as an ICAN Member