StateCF Terms of Use

Operated by Sprowtt Inc. · Florida OFR-registered intermediary · Chapter 517, Florida Statutes. These are Sprowtt's terms with you — not legal advice from an attorney to you.

Version statecf-tou-2026-08-29a · Effective date: August 29, 2026

1. Operator and scope

StateCF.com is operated by Sprowtt Inc. as a Florida Office of Financial Regulation registered intermediary. StateCF is a DBA of Sprowtt Inc. Use is limited to Florida residents and Florida issuers, or persons representing them.

These terms are written for the Invest Local Exemption and Chapter 517 generally. They are not a federal Regulation CF package. These terms are Sprowtt's agreement with you. They are not legal advice from an attorney to you. Executed copies live in the portal under Agreements.

2. Not an offer outside Florida

Nothing on this site is an offer to sell, or a solicitation of an offer to buy, securities outside the State of Florida. Tombstones and Test the Waters notices are communications permitted under Chapter 517. A live offering is made only by the issuer on its own disclosure package filed with OFR as required.

3. Intermediary, not a dealer

"Intermediary" means a person that facilitates through its website the offer or sale of securities of an issuer with a principal place of business in this state. Fla. Stat. § 517.021(19).

StateCF is not a broker-dealer, not a registered investment adviser, not a FINRA member, and not a bank. It does not recommend securities, provide investment advice, or solicit investments. It does not pass judgment on the merits of any security. It does not endorse, vet, or vouch for any issuer, management team, projection, or valuation. All offerings are conducted by issuers on their own behalf.

Sprowtt Inc. may charge the issuer a commission or fee, disclosed in the OFR filing. Ambassadors and Capital Formation Lab interns are not a sales force and are not authorized to recommend a security or solicit a subscription.

4. Funds

StateCF does not hold investor funds.

All funds received from investors must be deposited into a bank or depository institution authorized to do business in this state. The issuer may not withdraw any amount of the offering proceeds unless the target offering amount has been received. Fla. Stat. § 517.0612(9).

An individual, entity, or entity employee who acts as an agent for the issuer in the offer or sale of securities and is not registered as a dealer under this chapter may not (a) receive compensation based upon the solicitation of purchases, sales, or offers to purchase the securities, or (b) take custody of investor funds or securities. Fla. Stat. § 517.0612(11).

A registered intermediary facilitating a Florida Limited Offering may not hold, manage, possess, or otherwise handle investor funds or securities. Fla. Stat. § 517.0611(13)(d). StateCF applies the same custody bar to Invest Local listings it hosts.

Subscriptions are instructed to a Florida-authorized third-party depository and, after the purchaser's 3-day cancellation period and the disclosed target, ACH to the issuer's designated account. If an offering does not close, the depository returns funds. StateCF cannot return what it never held.

5. Issuer duty, and what happens when an issuer steps outside Chapter 517

Issuers must adhere to Chapter 517, OFR rules, OFR REAL, Sunbiz, the cap table, the antifraud provisions of federal and Florida securities law, and the Agreement to Conduct an Offering. White-label use of the software is not a substitute for the issuer's own exemption.

The Office of Financial Regulation may deny, revoke, restrict, or suspend the registration of a dealer, investment adviser, intermediary, or associated person under Fla. Stat. § 517.161.

If StateCF becomes aware that an issuer, or a person acting for an issuer, is operating outside Chapter 517, OFR rules, or its OFR REAL filings, StateCF may do any or all of the following without prior notice to the issuer: notify the Office of Financial Regulation; halt checkout on the listing; suspend or remove the tombstone; suspend the issuer's portal access; and preserve and produce records to OFR. StateCF will comply with any direction from OFR, including a direction to suspend or terminate an offering.

An offering may be suspended or terminated at the direction of OFR, and the issuer may be removed from the portal. Neither StateCF nor Sprowtt Inc. is liable to any issuer, investor, or third party for acting on that direction, or for notifying OFR.

6. Investor duty

You are responsible for residency attestations, accreditation information, identity seals, and documents you upload. Complete investor education before you subscribe. Non-accredited Florida residents are generally limited to $10,000 in any 12-month period under § 517.0612(6), measured across all Florida portals — StateCF sees only purchases made on this portal, so you must tell us what you have invested elsewhere.

A false residency attestation or a non-resident purchaser can defeat the exemption for the entire offering. You are responsible for the accuracy of what you certify.

7. Risk — you can lose everything

Investing in securities of any type is risky. Early-stage companies are considerably more risky. Never invest more than you can afford to lose. In summary, and without limiting the full Investor Education document:

You can lose the entire amount you invest.
These are not public-company shares. There is generally no market. Resale is typically limited to other Florida residents and may be contractually restricted. Be prepared to hold indefinitely.
Your position can be diluted when the company issues more shares, which also reduces voting power.
Audited financials are not always required, and Florida issuers do not file SEC Form C-AR. Ongoing reporting may be limited or may stop.
Projections and materials in the presentation materials are not guarantees.
Key-person, invention, market, business-model, execution, expansion, and legal or IP risk can each end the business.

StateCF does not recommend, endorse, or evaluate any issuer or security. Neither StateCF nor Sprowtt Inc. is liable for investment losses, for the performance or conduct of any issuer, or for the accuracy or completeness of issuer-supplied materials. Read the full Investor Education document before you subscribe.

8. The portal itself — what you may not replicate

This section binds every user of the portal — investor, issuer, officer, agent, ambassador, intern, contractor, and anyone acting for them.

You may not copy, scrape, clone, reverse-engineer, decompile, frame, white-label, republish, or build a derivative or competing portal from anything inside the four walls of this site. That includes the screen designs and page structure, the subscription and checkout sequence, the two-screen checkout and its acknowledgements, the identity-seal method, the residency and bracket qualification flow, the presentation room structure, the tombstone format, the payment process design and its disclosures, the cap table and certificate structure, the education documents and their acknowledgement flow, the OFR REAL status displays, the source code, and the database and workflow design underneath any of it.

You may not use the portal to build a specification, wireframe, clone, or feature list for a competing platform, and you may not permit a third party to do so on your behalf. You may not harvest investor lists, issuer lists, email addresses, or uploaded files. You may not access another person's account, and you are responsible for keeping your own credentials secure.

Reviewing pages you are invited to see, and downloading documents provided to you for your own records, is permitted. Building a knockoff is not. This obligation survives termination of your access.

9. Electronic signature

Execution on this portal is the signing method. It is the legal equivalent of a wet signature. Executed agreements, education acknowledgements, and letters of acceptance are stored as permanent records. The portal records the version you accepted and the time.

10. Privacy of identity

Identity seals are SHA-256 commitments taken in the browser. Photographs of driver licenses are not uploaded. Super Admin sees hashes, not pictures.

11. No named-investor match

StateCF will not match an issuer to a named investor. File-weight against public Florida capital networks is the substitute. Soliciting investors would put the intermediary in broker-dealer territory.

12. No warranty, and limitation of liability

The portal is provided as-is. Neither StateCF nor Sprowtt Inc. warrants that the site will be uninterrupted or error-free, or that issuer-supplied materials are accurate or complete.

To the fullest extent Florida law allows, and except where Chapter 517 or OFR rules provide otherwise, the total liability of Sprowtt Inc. to you for any claim arising from this portal is limited to the fees you actually paid Sprowtt Inc. in the prior twelve months. Neither StateCF nor Sprowtt Inc. is liable for lost profits, lost data, reputational harm, or consequential damages. Nothing in this section limits any right you have under Chapter 517 or the antifraud provisions of federal or Florida securities law.

13. Suspension and termination of access

Sprowtt Inc. may suspend or terminate access for any user who breaches these terms, misrepresents residency or accreditation, attempts to replicate the portal, accesses another user's account, or whose conduct puts the exemption, the intermediary registration, or other users at risk. Records required to be retained will be retained notwithstanding termination.

14. Changes to these terms

Sprowtt Inc. may update these terms. Material changes will be posted under a new version number and effective date, and continued use after that date is acceptance of the new version. Where Chapter 517 or OFR rules require separate notice or reconfirmation, that requirement controls.

15. Governing law

The laws of the State of Florida. Venue in Hillsborough County, Florida, unless OFR or statute requires otherwise. If a court finds one clause unenforceable, the rest still stands.

Questions: info@statecf.com · 3030 N Rocky Point Dr W, Suite 150, Tampa, FL 33607.