(a) Standards of Commercial Honor and Principles of Trade
A funding portal member, in the conduct of its business, shall observe high standards of commercial honor and just and equitable principles of trade.
(b) Use of Manipulative, Deceptive or Other Fraudulent Devices
No funding portal member shall effect any transaction in, or induce the purchase or sale of, any security by means of, or by aiding or abetting, any manipulative, deceptive or other fraudulent device or contrivance.
(c) Communications with the Public
(1) Definition of "Funding Portal Communication"
For purposes of this Rule, the term "funding portal communication" means any electronic or other written communication that is distributed or made available by a funding portal member to one or more investors.
(2) Content Standards
(A) No funding portal communication may:
(i) include any false, exaggerated, unwarranted, promissory or misleading statement or claim;
(ii) omit any material fact or qualification if the omission, in light of the context of the material presented, would cause the communication to be misleading;
(iii) state or imply that FINRA, or any other corporate name or facility owned by FINRA, or any other regulatory organization endorses, indemnifies, or guarantees the funding portal member's business practices; or
(iv) predict or project performance, imply that past performance will recur or make any exaggerated or unwarranted claim, opinion or forecast. A hypothetical illustration of mathematical principles is permitted, provided that it does not predict or project the performance of an investment.
(B) All funding portal member communications must be based on principles of fair dealing and good faith and must be fair and balanced.
(C) All funding portal member communications must prominently disclose the name of the funding portal member, or the name under which the funding portal member primarily conducts business as disclosed on the member's Form FP-NMA.
(3) Issuer Communications
The content standards of paragraphs (c)(2)(A) and (B) of this Rule shall not apply to any communication on the funding portal member's website that is prepared solely by an issuer; provided, however, that no funding portal member may include on its website any issuer communication that the funding portal member knows or has reason to know contains any untrue statement of a material fact or is otherwise false or misleading.
