TERMS AND CONDITIONS OF USE
1. GENERAL OVERVIEW
Sage Street (collectively, “Sage Street” or the “Company”) is the operator and/or provider of SageStreet.com and https://invest.sagestreet.com and certain other websites interlinked to the same, as well as associated applications for mobile devices (collectively, the “Platform”). The Company offers web content, mobile applications, and crowdfunded investment services (collectively, the “Services”). The Services provided by the Company are made available to you (including any person or entity assisting you as the “Customer”) subject to these terms and conditions. By accessing the Services, the pages contained on the Platform, and the information and material contained or described herein (together the “Information”), and using, downloading, purchasing, or otherwise accessing any of the Services, you agree to follow and be bound by these Terms and Conditions of Use (the “Terms”). The Terms may be updated by the Company at any time in its sole discretion and without your consent. The Company, in conjunction with its third-party providers, may make changes to the Services or any applicable prices at any time without notice. The Terms may be altered or superseded by designated legal notices described on certain website pages. The Company retains the right to modify or eliminate, for any length of time, the Services or any portion thereof, at any time and without notice. By using, downloading, purchasing, or otherwise accessing the Services, you agree that the Company shall not be liable to you or any third party as a result of any modification or elimination of the Services. By accessing, purchasing, downloading, or otherwise using the Services and/or the Platform, you are automatically agreeing to be bound by the Terms. If you do not agree to be bound by the Terms, you must cease all use of the Services and the Platform. Your use of the Services and the Company network indicates that you represent and warrant that: You are eighteen (18) years of age or older and can legally enter into and form contracts; by using or otherwise accessing the Services, you expressly agree that the Company has offered the Services in reliance upon the warranty disclaimers, releases, and limitations of liability contained herein; these warranty disclaimers, releases, and limitations of liability reasonably and fairly allocate risk between you and the Company; and these warranty disclaimers, releases, and limitations of liability form an essential basis of the bargain between you and the Company, and that without such warranty disclaimers, releases, and limitations of liability the Company would be unable to provide the Services to you.
3. ADDITIONAL CONDITIONS
In order to use certain features, participate in promotions, or receive/use some Services, the Company may require you to agree to additional rules, policies, or other conditions (collectively, “Conditions”). In such an event, you may be required to consent to additional terms set forth in certain applicable Conditions by clicking on a button or checking a box to indicate your consent. In the event that the terms of such “click-through” agreements differ from the Terms, the terms of the click-through agreement will alter the Terms with respect solely to matters governed by the click-through agreement.
4. MODIFICATION OF THE TERMS
The Company retains the right to alter, add, or eliminate portions of the Terms or any applicable Conditions at any time and in its absolute and sole discretion. In the event of such a modification of the Terms, the Company will notify you via your registered email address. It is your responsibility to occasionally review the Terms, Policy, and any Conditions for changes. Your continued use of the Services after any modifications to the Terms or Conditions are posted constitutes your acceptance of such changes.
5. PROPRIETARY RIGHTS
The Company owns and operates the Services. The Services, any software used in connection with the Services, and any Company Content (as defined below) are licensed, not sold. By using the Services, you agree that the Services, any software or algorithms used in connection with the Services, and any Company Content contain proprietary and confidential information that is protected by intellectual property and other applicable laws. You may not modify, rent, lease, loan, license, sell, distribute, or create derivative works based on the Services, software, or Company Content offered, unless such use is expressly permitted by applicable law or authorized by the Company or the relevant third party service provider. The Company grants you a personal, non-transferable and non-exclusive license to access and use the Services. However, such license is in effect only so long as you do not, and do not allow any third party to, copy, alter, create a derivative work from, reverse engineer or otherwise try to discover any source code, sell, assign, grant a security interest in, or otherwise transfer any right in the Services. You may only access and use the Services through the interface that is provided by the Company, and you agree not to access the Services through any other means. The names “Sage Street”, along with the associated logos, marks, designs, and names of the specific Services are the exclusive trademarks of the Company, and you shall not use or display such trademarks in any manner without the Company’s prior written consent. All rights not expressly granted hereunder are expressly reserved by the Company. Any third party trade or service marks displayed through the Services are the property of their respective owners.
6. CUSTOMER ACCOUNT INFORMATION
The Services require a Company Customer Account (a “Customer Account”) to use. In creating your Customer Account, you agree to: provide true, current, accurate, and complete information as prompted by the Customer Account registration form (“Customer Data”); and maintain and punctually update the Customer Data, as it may be required, to keep the data accurate and current. The Company uses the Customer Data to provide the Services, and any inaccurate or dated Customer Data will hinder the Company’s ability to provide the Services. As a result, if the Company has reasonable grounds to suspect that the Customer Data is inaccurate or dated, the Company has the right to suspend or terminate your Customer Account in its sole discretion. The Company also has the right to refuse any future use of the Services by you in its sole discretion. As consideration for using the Services, you represent and warrant that you are able to form a legally binding contract and are not otherwise barred from receiving the Services under the laws of any jurisdiction.
As part of the registration process, you will be asked to provide a password for your Customer Account. You should keep your password confidential at all times, as you are responsible for all activities that initiate from your Customer Account and you can only access your Customer Account upon inputting your password. Do not share your password with anyone else for any reason. While the Company uses reasonable security protocols to protect the confidentiality of your password, the Company cannot guarantee absolute security of your password, Customer Account, Customer Data, Customer Content (as defined below), or the personal and financial information that you provide. The Company cannot guarantee that the security measures in place will prevent third-party hackers from illegally accessing the Services or its contents. By using the Services and creating a Customer Account, you agree to accept all risks of unauthorized access to the Customer Data and other information you provide to the Company. In the event of an unauthorized use of your Account, you shall notify the Company of the unauthorized access, or any other security breach, at once. By using the Services and creating a Customer Account, you agree to accept all risks of unauthorized access to the Customer Data, Customer Content, and other information you provide to the Company. The Company retains the right to suspend your Customer Account or require you to change your password if the Company believes for any reason that your password is no longer secure.
7. PAYMENT TERMS
By using the Services, you agree to pay any fees due for, and incurred by, your use of the Services. For any Service used, you must designate your preferred payment method (e.g., credit card, PayPal, etc.) (“Payment Method”) and provide information corresponding to that Payment Method (e.g., credit card number, billing address, etc.). You can change your Payment Method or modify your information by entering the Customer Account settings page. By using the Services you agree to pay all fees and other charges incurred in connection with your Customer Account. The Company will transmit billing for fees incurred by use of the Services through the online billing mechanism of the website once a month in a timely and commercially reasonable manner. All fees must be paid by the 15th of each month. The Company retains the right to terminate your access to and use of the Services as a result of your failure to pay any and all of the associated charges.
Introduction to Electronic Funds Transfers
Sage Street processes Electronic Funds Transfers (“EFTs”) as an efficient method to receive electronic deposits from investors, to purchase and redeem investments and to issue refunds to investors. EFTs are processed through the following vehicles: the Automated Clearing House (“ACH”), the Fedwire, and credit cards.
Electronic Funds Transfers Agreement and Disclosure
This Electronic Funds Transfers Agreement and Disclosure (this “Agreement”) is the contract which covers you and our rights and responsibilities concerning the EFTs services offered to you by Sage Street. In this Agreement, the words “you,” “your,” and “yours” mean an individual who signs up on the Platform and utilizes the Platform to participate in offerings (and any authorized users). The words “we,” “us,” and “our” mean Sage Street. EFTs are electronically initiated transfers of money from your bank account or credit card account, which you utilize the Platform to initiate, and which allow you to participate in the Sage Street offerings. By using any Sage Street service, you agree to the terms and conditions in this Agreement and any amendments for the EFTs services offered.
In order to use the payment functionality of Sage Street, you authorize us to share your identity, bank account data and credit card account data with North Capital Private Securities (“NCPS”), a broker-dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc., and with North Capital Investment Technology (“NCIT”) for the purpose of processing your EFTs, and you are responsible for the accuracy and completeness of that data. You understand that you will access and are responsible for managing your bank account data and credit card account data through the Platform. You also authorize us and NCPS and NCIT to process EFTs as you directly through Sage Street. You acknowledge that none of NCPS, NCIT or we will be liable for any loss, expense or cost arising out of EFTs services provided through your use of Sage Street which are based on your instruction; NCPS and NCIT are third party beneficiaries to this Agreement.
In order to discontinue the Services, you must cancel the Services through the appropriate cancellation procedures. Such a cancellation will be effective at the end of the current licensing cycle, and you will retain your access to the Services through the remainder of that same licensing cycle. The Company will not provide refunds or credits upon cancellation of the Services.
8. THIRD PARTY PROMOTIONS
The Company maintains a commercial relationship with certain third parties and advertisers (“Third Parties”). These Third Parties may market or sell their own promotions and services on, or through, the Services. You are not required to participate in these promotions or transact business with any of these Third Parties. You may be required to make a payment in order to obtain some of these services or participate in some of these promotions. Your payments to participate in these Third Party offerings are made to the relevant Third Party. The Company is not responsible for the administration or application of any payments required by the Third Parties for their independent services or promotions. Further, the Company is not responsible for the performance or nonperformance of any of the Third Parties. The Company shall not be liable for any loss or damages suffered or incurred by you as the result of your dealings with the Third Parties.
9. RULES FOR SERVICES USE
By using the Services, you understand and agree that you may not, and you warrant that you will not: use the Services, the Platform, or any personal information displayed on or within the Platform or Services to stalk, harass, abuse, defame, threaten, defraud other Customers, or collect or store our personal information about other Customers; use the Services if you are under the age of 18 years old; post offensive, lewd, or pornographic materials in your Customer Account and on your personal profile; use the Services for any non-private or commercial use; use the Services for any illegal purpose or in violation of any applicable law, including laws governing intellectual property, data protection, financial market regulation, and privacy; fail to pay the Company for the use of the Services; send other Customers of the Company unsolicited offers, advertisements, proposals, or spam (such activities include, but are not limited to, bulk mailing of commercial advertisements, chain mail, petitions, and charity requests); fraudulently impersonate any person or entity or falsely claim an affiliation with any person or entity, including but not limited to a representative of the Company; misrepresent the source, content, or identity of information sent through the Services; access the Customer Accounts of any other Customer; share your password, or other means of access to a mobile device while any Service is running, with any third party or encourage any other Customer to do the same (such sharing includes selling or otherwise transferring your Customer Account to a third party); circumvent, disable, damage, or otherwise interfere with any of the security features of the Company, including those features designed to prevent or limit the use or copying of content accessible through the Services; disable, damage, or otherwise interfere with those features of the Services that restrict the use by Customers of the Services; upload or otherwise distribute any viruses, worms, or other malicious code into the Services or the Company network in order to intentionally interfere with or damage the operation of the network or the Services; send, transmit, and otherwise make available to other Customers any material which could be deemed to be objectionable by a reasonable person (such objectionable material includes, but is not limited to, material that is libelous, offensive, indecent, lewd, pornographic, harassing, embarrassing, distressing, threatening, hateful, vulgar, racially/ethnically/sexually offensive, or homophobic), irrespective of whether the dissemination of the material would otherwise be lawful; post, upload, transmit, or make available any content that you do not have a right to use under any law or contractual/fiduciary relationship; post, upload, or make available any content that infringes any copyright, trademark, trade secret, patent, or other proprietary right of any third party; hack, mine passwords, or use any other means in order to attempt to gain unauthorized access to the Services, other Customer Accounts, computer systems, or the Company network; interfere with, or attempt to interfere with, the proper working of the Company or any of its Services through hacking, password mining, or any other available means; use any spider, robot, or other automated means to access the Services or the Company network for any purpose (this includes bypassing the robot exclusion headers or other security measures used by the Company to prevent access to the Services by robots; modify the Services or the Company network in any manner or form, or use a modified version of the Services (such modifications include those designed to provide you with unauthorized access to the Services); and/or harm minors through the Services in any way. The Company reserves the right to suspend or terminate your Customer Account and your access to and use of the Services if it reasonably believes that you have engaged in any of the prohibited conduct while using the Services or accessing the Company network.
Prohibition Against Mixed-Use
The Platform and the Services are made available solely for your personal, non-commercial use. You may not access or otherwise use the Platform or the Services for any commercial or advertising uses. Such commercial or advertising uses include, but are not limited to, selling a product; increasing traffic to your own website or a third party’s website for commercial reasons; copying the results of the Company’s search and reformatting and displaying them on your own or a third party’s website; mirroring any of the Services on your own or another’s website; or performing a meta-search of the Company or the Services. The Company reserves the right to suspend or terminate your Customer Account and your access to and use of the Services if it reasonably believes that you have used the Company or its Services for any commercial or advertising uses. Any commercial or advertising use of the Company or its Services must be approved in writing by the Company prior to their occurrence. If you wish to make a commercial or advertising use of the Company or its Services, you must enter into an agreement with the Company to do so in advance. You may contact the Company through its website for more information regarding such arrangements.
10. CUSTOMER CONTENT
Any and all information, other than that governed by the Policy (e.g., personal information), including but not limited to data, text, financial information, software, sound, photographs, video, graphics, messages, and all other materials that you transmit, upload, or supply to the Company is Customer content (“Customer Content”). The Company is not responsible for Customer Content. You are responsible for all of the Customer Content that you upload, post, transmit, or otherwise make available, whether privately or publicly, through the Services and the Company network. Customer Content is not controlled or monitored by the Company, and thus, the Company does not guarantee the accuracy, quality, or integrity of any Customer Content. By using the Services, you may be exposed to Customer Content that you find offensive, indecent, or otherwise objectionable. The Company will not be liable in any way for any Customer Content under any circumstances. Such circumstances include, but are not limited to, any mistakes or omissions in Customer Content; or any loss or damage of any kind suffered as a result of the use of any available Customer Content. Notwithstanding the above, the Company reserves the right, but has no obligation or duty, to monitor any and all Customer Accounts, or web or mobile activities, related to the Services. The Company reserves the right, but has no obligation or duty, to monitor any Customer’s use of or access to the geographic and personal information of other Customers. The Company may access, preserve, and release your Customer Content, Payment Method, and Customer Data if required to do so by law or in a good faith belief that such action is reasonably necessary to: satisfy any applicable law, regulation, judicial process, or government request; enforce the Terms and investigate potential violations of the same; investigate and defend against any third party allegations; respond to claims that any Customer Content violates the rights of third parties; respond to your requests for customer service; prevent fraud; secure the integrity of the Services and network; repair any technical issues; or protect the rights, property, or personal safety of the Company, its customers and employees, or the public as permitted or required by law. The Company will at all times use reasonable efforts to maintain the confidentiality of your Customer Data and Payment Method information.
Customer Content Warranties
By uploading, posting, transmitting, or otherwise providing Customer Content through the Services, you expressly warrant that: you alone are responsible for transmission, accuracy, and publication of the Customer Content, and that, as such, the Company bears no liability, in any capacity, for the Customer Content; you own and/or control all of the rights to that Customer Content; and the uploaded, posted, or otherwise transmitted Customer Content does not infringe on or otherwise violate the rights of any third party, including any intellectual property rights of the third party.
Third Party Access to Customer Content
The Company may provide you with the ability to make certain submitted Customer Content “Private” or only available to select Customers of the Services. If you make such an election upon the submission of Customer Content, the Company will use reasonable efforts to maintain the privacy of such Customer Content in accordance with your decision. However, if no such election is made, or if you later elect to allow such Customer Content to be generally available, then the Company cannot and does not warrant the privacy of such Customer Content. The Company uses reasonable efforts to prevent Customer Content from any disclosure to, or access by, any third parties that exceeds your Customer Account settings. However, posting Customer Content poses an intrinsic risk that the content will be unintentionally and accidentally disclosed to and accessed by third parties. As a result, the Company cannot promise that your Customer Account settings will completely protect against some of your Customer Content from being disclosed to or accessed by unintended third parties. The Company shall not be liable for any such accidental and unintended disclosures.
Ownership of Customer Content
The Company does not own Customer Content. However, you grant the Company a worldwide, perpetual, irrevocable, royalty-free and non-exclusive license, as applicable, to use, copy, distribute, reproduce, modify, adapt, create derivative works from, publicly perform and display, incorporate, and otherwise exploit any Customer Content (excluding Personal Information and Payment Method Information) that you post or make available in connection with the Company or the Services for any purpose, be it commercial, advertising, or otherwise, or in connection with the promotion or operation of the Company or the Services. By uploading, posting, or otherwise making available in connection with the Company or the Services any Customer Content, you waive any moral rights that you may have had in said Customer Content. Notwithstanding the foregoing, if the Company seeks to use certain Customer Content, such as a Customer’s image, for commercial or advertising purposes, it will make a reasonable effort to secure that Customer’s consent for that specific use.
Review of Customer Content
The Company and its agents shall have the right, but not the obligation or duty, to pre-screen, monitor, refuse, or remove any Customer Content that is available through the Services. By using the Services and consenting to the Terms, you understand and admit that when you access or use the Services you may be exposed to Customer Content from many sources, and that the Company is not liable for the accuracy, safety, usefulness, or legality of any of the Customer Content. Additionally, you may be exposed to Customer Content that you find personally and/or objectively offensive, inaccurate, indecent, or injurious. The Company is not liable for any harm suffered as a result of your exposure to such Customer Content, and you hereby waive any and all legal and equitable rights or remedies you may have against the Company with respect to this Customer Content. You bear any and all risks associated with the use of any Customer Content available through the Services, including your reliance on the accuracy or completeness of such Customer Content. Notwithstanding any of the foregoing, the Company shall have the right to remove any Customer Content that violates the Terms or is otherwise objectionable. The right to remove objectionable Customer Content is exercisable by the Company in its sole and absolute discretion.
11. THIRD PARTY CONTENT
From time to time certain content displayed on, or linked to by, the Services is developed by Third Parties over whom the Company exercises no control (“Third Party Content”). Such Third Party Content may include links to Third Party websites, advertisements, or news headlines. The Company does not endorse any Third Party Content, nor does it endorse the information, materials, products, or services that may be displayed or linked to by the Third Party Content. Any contact, transaction, or business dealings between you and the Third Parties as a result of Third Party Content displayed on, or linked to by, the Services exists solely between you and the Third Parties. Such interactions are independent of the Company. The Company shall not be liable for any loss or injury of any sort suffered as a result of any such dealings, or as the result that such Third Party Content was displayed on, or linked to by, the Services.
The Services or certain third parties may provide links to other websites or resources. The Company has no control over such websites or resources, and as a result, the Company is not responsible for the availability of such external websites or resources. The Company does not endorse such external websites and resources, and the Company is not liable for any content, advertising, products, or materials on or available from such websites or resources. The Company is not liable for any loss or injury suffered by you as a result of visiting any external websites or resources linked to through the Services.
Third Party Equipment
Certain Services may require that you purchase third party equipment, software, or materials so that the Services’ features work properly. Although the Company may recommend the equipment, software, or materials of certain third party suppliers, the Company shall not be liable for your acquisition or use of any third party equipment, or for any loss or injury suffered as a result of your use of such third party equipment. The Company’s recommendation of certain third party suppliers is not a guarantee that their equipment or materials will function properly.
12. THE COMPANY CONTENT
The trademarks, trade names, trade dress, service marks, copyrighted material, source code, algorithms, financial market analysis, and other information (collectively, the “Company Content”) contained in the Services and on the Platform are owned by the Company.
The Company is the exclusive owner of all the Company Content, including any and all copyrights, trademarks, trade dress, service marks, source code, algorithms, and other intellectual property rights. Except as expressly permitted by certain Services as provided for in the Conditions applicable to those Services, you may not download, copy, or save any Company Content or any portion thereof, for any purpose. You may print individual screens appearing as part of the Services only for personal use or records (e.g., printing a screen grab of a specific financial market analysis), provided, however, that any logos, marks, or other legends that appear on the screens remain and are not erased from the printed copy. Unless expressly permitted under the Terms, applicable Conditions, or with the prior written consent of the Company, you may not modify, copy, publish, display, adapt, transmit, or otherwise exploit the Company Content.
The Company Content is NOT Financial or Investment Advice
The Company Content does not constitute FINANCIAL OR INVESTMENT advice. Any FINANCIAL OR INVESTMENT related questions should be promptly directed towards your FINANCIAL OR INVESTMENT ADVISER. You should consult with a FINANCIAL OR INVESTMENT ADVISER prior to your use of The Company and the Services. The Company Content, including but not limited to all financial market analyses and predications, text, photographs, images, graphics, audio, video, and other materials, along with any and all Customer Content and Third Party Content, is not intended to be, and should not be, used in place of: the advice of a financial or investment adviser; or a consultation, call, or visit with a financial or investment adviser. The Company Content should not be used for long-term financial planning. You should not disregard, or delay in seeking, financial advice from a financial or investment adviser as a result of any of the Company Content. YOUR TRANSMISSION AND RECEIPT OF THE COMPANY CONTENT, IN WHOLE OR IN PART, OR YOUR COMMUNICATION WITH THE COMPANY AND THE SERVICES THROUGH THE INTERNET, EMAIL, OR ANY OTHER MEANS, DOES NOT CONSTITUTE OR CREATE A FIDUCIARY RELATIONSHIP BETWEEN THE COMPANY AND YOU OR ANY OTHER CUSTOMER.
13. APPLICATIONS FOR MOBILE DEVICES; END USER LICENSE
The Platform and the Services may be accessed or otherwise used only with a mobile device that is compatible with the mobile specifications of the Platform. The Company does not guarantee or represent that your mobile device will be compatible with the Platform. The normal messaging, data, and other rates and fees of your wireless carrier will still apply when using the Services. Certain wireless carriers may prohibit or restrict your ability to download, install, or use the Platform, and the Platform may not be compatible with all wireless carriers or devices. You should check with your wireless carrier prior to using the Services to ensure that the Platform is compatible with your mobile device and your wireless carrier’s rules. Your use of the Platform constitutes an agreement by you that the Company may communicate with you regarding the Company and the Services by SMS, MMS, text message, or other electronic means directed to your mobile device. Furthermore, by using the Platform you agree that certain information about your usage of the Platform (including through your mobile devices) may be transmitted to the Company. If you replace or deactivate your mobile device or your mobile device telephone number, you must promptly update your Customer Account information to ensure that the Company’s messages are sent to you.
In addition to the foregoing, you expressly consent to the Company sending or otherwise communicating to you for any purpose (including, without limitation, for advertising, telemarketing, or other marketing or promotional purposes, or for sending or notifying you about special offers, updates, newsletters, or other information purposes) via any electronic means or forms as the Company deems appropriate in its sole discretion, whether through the Platform, by personal communication, by email, by automatic telephone dialing system, by telephone, by artificial or prerecorded voice, by online social media, by text message, through your Customer Account, or by other electronic media means or forms. By giving such consent, you agree that no such communication shall violate the CAN-SPAM Act, the Telephone Consumer Protection Act, or any other applicable laws, rules, or regulations. Voice, message, and data fees, rates, charges, and taxes may apply to you, and you are responsible for payment of the same. You are not required to grant the foregoing consent as a condition for the use of the Platform or the Services, and you may opt-out of receiving any such communications by communicating with the Company through your Customer Account; provided, that you acknowledge and agree that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Platform or the Services or your ability to receive certain messages or notifications from the Company.
End User License
The Company hereby grants you a non-exclusive, non-transferable, revocable license to use the Platform in the following manner: to use, access, or otherwise employ the Platform with one (1) Customer Account. A Customer Account consists of the shared resources accessible by a single login ID on one (1) mobile device owned or leased by you for your personal use. While using, accessing, or otherwise employing the Platform, you may not: alter, disassemble, or reverse engineer the Platform; lease, loan, sublicense, resell, distribute, or otherwise transfer the Platform to any third party or use the Platform to provide time sharing or similar services for any third party; copy the Platform; erase or otherwise alter the copyright, trademark, source code, algorithms, or other proprietary rights notices on the Platform; or circumvent, remove, disable, damage, or otherwise interfere with the security features of the Platform, the features that prevent or restrict use or copying of the content accessible through the Platform, or the features that restrict limits on the use or access of the Platform. The Company reserves the right to issue upgraded versions of the Platform from time to time, and may automatically upgrade the version of the Platform that you use on your mobile device. By using the Services, you expressly consent to such automatic upgrading on your mobile device, and further agree that the Terms, and any modification of the same, will apply to all such upgrades. In the event that any open source or third party code is incorporated into the Platform, such source code is covered by the applicable open source or third party license EULA, if any, permitting the use of such code. The license granted herein is not a sale of the Platform or any copies thereof, and the Company, along with any applicable third party partners or suppliers, retain all rights, titles, and interest in the Platform, and any copies of the same. Any attempt by you to transfer any of the rights, duties, or obligations enumerated herein, except as expressly provided for in the Terms, is void.
Only “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), with a valid User ID and password, are authorized to access such services and web pages relating to offerings conducted under Regulation D of the Securities Act (such persons being “Accredited Investors”). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. In some cases, you may be required to provide supporting documents to issuers that provide proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for the Company to immediately discontinue your use of the Services by preventing your access to the Website and the Services. Our services (and certain pages of the site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where the Company is not authorized to provide such information or services.
15. INTELLECTUAL PROPERTY RIGHT INFRINGEMENT
If you believe that any part of the content on the Services, including any and all Customer Content, Third Party Content, or the Company Content, infringes the intellectual property rights of others, you should immediately notify our Intellectual Property Rights Agent using the contact information provided below. The policy of the Company is to investigate any allegations of intellectual property right infringement brought to the attention of the Company. The Company reserves the right, in its sole and absolute discretion, to immediately suspend and/or terminate access to the Services by any Customer who is alleged to have posted infringing materials or a link to infringing materials through the Services. The Company also reserves the right, in its sole and absolute discretion, to immediately remove or otherwise disable the allegedly infringing materials or link. If you are the owner of intellectual property, or are otherwise authorized to act on behalf of the owner, you should immediately notify our Intellectual Property Rights Agent if you believe that (1) any Content, including any and all Customer Content, Third Party Content, and Company Content, infringes your intellectual property rights; or (2) any link posted on the Services links to materials that infringe your intellectual property rights. Upon receipt of your notice of alleged infringement, the Company will promptly remove or disable access to the materials that are alleged to be infringing, or the subject of infringing activity. To constitute a valid notice, the notice must comply with the Digital Millennium Copyright Act (the “DMCA”), must be in writing, and must include: a description of the work you believe has been infringed (or a representative list of works in the event that you believe multiple works have been infringed); a description of the allegedly infringing material or the subject of the allegedly infringing activity, along with enough information to permit the Company to locate the material; your contact information, including your name, address, telephone number, and email address; a statement that you have a good faith belief that the allegedly infringing use of the material was not authorized by the owner of the exclusive right that is allegedly infringed, an agent for the owner, or by law; a statement that all of the information you have provided is accurate; and a statement, made under penalty of perjury, that you are the owner of the allegedly infringed material or are authorized to act on behalf of the owner. The notice must be signed, physically or electronically, and must be addressed to:
Intellectual Property Rights Agent
c/o Sage Street
Failure to comply with all of the requirements described in this section may result in an invalid notice. You should note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
16. DISCLAIMER OF WARRANTIES AND RELEASE OF LIABILITY AND CLAIMS
General Disclaimer of Warranties
The Services, the Platform, and any and all Third Party Content (including any third party software or applications) made available in connection with or via the Services or the Platform are provided “as is” and without warranties of any kind either express or implied. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS SECTION 16, THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR PROVIDE ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT OF PROPRIETARY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE FOR ITS PRODUCTS AND THE SERVICES (INCLUDING BUT NOT LIMITED TO DATA, SOFTWARE, COMPUTATIONAL TOOLS, OR ANY OTHER DOWNLOADABLE PRODUCTS) DELIVERED TO CUSTOMER UNDER THIS AGREEMENT. The Company, along with any and all of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, make no warranty that: the Services and/or the Platform will meet your requirements; the Services and/or the Platform will be uninterrupted, timely, error-free, or secure; the Services and/or the Platform, or any results obtained therefrom, will be accurate or reliable; the quality of any products, services, information, or other material purchased, downloaded, or obtained by you through the Services and/or the Platform will meet your expectations; and any errors in the Services and/or the Platform will be corrected. In addition to the foregoing, the Company, along with any and all of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers (including, without limitation, the Company’s third party wireless carrier partners), do not warrant that the Platform, and the functions contained therein, will be uninterrupted or error-free, that any defects will be corrected, or that the Company or the servers that make the Platform available are free of viruses or any other malicious components. The Company, along with any and all of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, do not warrant or make any representations regarding the use or the results of the use of any personal information or the Services in terms of security, correctness, accuracy, safety, reliability, or otherwise. You alone assume the entire cost of any necessary servicing, repair, or correction related to the Services and/or the Platform.
No Financial Advice, and Risk Disclosure
The information on the Platform is not intended to provide, and should not be relied upon for, accounting, legal, or tax advice or investment recommendations. You should consult your own tax, legal, accounting, financial, or other advisors about the issues discussed herein. The information on the Platform does not constitute an offer to sell or a solicitation of an offer to buy any interests in securities. Offers are made only by the offering documents which should be read in their entirety. The statements on this website are not intended to be complete or final and are qualified in their entirety by reference to the offering documents. In the event that the descriptions or terms described are inconsistent with or contrary to the descriptions in or terms of the offering documents, the offering documents shall control. In making an investment decision, you must rely on your own examination of the offering documents. Past performance is not indicative of future results, and there can be no assurance that the Company will achieve comparable results, that targeted returns, diversification or asset allocations will be met, or that the Company will be able to implement its investment strategy and management approach or achieve its investment objectives. An investment will be subject to a wide variety of risks and considerations as detailed in the offering documents. The Company’s investment programs are speculative and involve a high degree of risk. The Company may use leverage and may lack diversification, which can increase the risk of loss to investors. The Company’s performance may be volatile. There can be no assurance that the Company’s investment objective will be achieved. The information on the Platform may contain forward-looking statements and projections that are based on our current beliefs and assumptions and on information currently available that we believe to be reasonable. All statements that are not historical facts are forward-looking statements, including any statements that relate to future market conditions, results, operations, strategies or other future conditions or developments and any statements regarding objectives, opportunities, positioning or prospects. Forward-looking statements are necessarily based upon speculation, expectations, estimates and assumptions that are inherently unreliable and subject to significant business, economic and competitive uncertainties and contingencies, and prospective investors may not put undue reliance on any of these statements. Forward-looking statements are not a promise or guarantee about future events. Any discussion of liquid or illiquid investments is qualified by the fact that the liquidity of an investment depends largely on market conditions, which change from time to time. An investment that is currently liquid could prove to be completely or substantially illiquid at any time in the future. No assurances can be given regarding the time at which it may be possible or reasonably practical to sell any investment, regardless of the degree of liquidity or illiquidity currently associated with the investment. Any statements about the likely timing for the future disposition or maturity of any investment or group of investments are forward-looking statements that are inherently unreliable and should not be relied upon for any purpose. The Platform may contain testimonials from current or former clients, or endorsements from other persons that are supporting or recommending the activities of the Company. Such individuals may be compensated directly or indirectly by the Company for the use of their statements. The statements represent the testimony or endorsement by that individual only and may not represent the experience of all counterparties.
General Release of Claims
You hereby release and hold harmless the Company, the Company’s parents, subsidiaries, and other affiliates, and their respective officers, directors, managers, owners, partners, agents, employees, representatives, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, unpaid benefits, unpaid wages, overtime, discrimination, personal injury, property damage, negligence, and/or any other legal theory arising from or in connection with the Platform, the Services, and/or the rights and privileges granted or conveyed by you under these Terms. Further, you waive your right to, and in no event shall you seek to, (1) enjoin the Company, any of the Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees or (2) exercise any of the rights or privileges granted or conveyed by you under these Terms.
You also hereby waive any rights you may have under Section 1542 of the California Civil Code and any other statute or common law principle of similar effect, which provides:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party”.
In addition to and notwithstanding the above disclaimers, the Company further disclaims any and all liability or responsibility for the content, accuracy, completeness, legality, operability, reliability, or availability of any information or material provided by or in connection with the Services and the Platform. The Company also disclaims any and all responsibility or liability for the content, accuracy, completeness, legality, operability, reliability, or availability of any search results or financial market analyses generated by or through the Services, or those displayed through the Services or on the Platform. Further, the Company disclaims any liability for the erasure, failure to store, failure to deliver, or untimely delivery of any information or material, including the Company and Customer Content, sent through the Services and/or the Platform. By using the Services and/or the Platform, you agree that you download or otherwise obtain material or data from the Company, the Platform, and/or the Services at your own discretion and at your own risk. The Company disclaims any and all responsibility and liability for any injury to you that results from downloading or accessing any information or material through the Platform or the Services. Persons under the age of 18 (“Minors”) may not use the Services or the Platform at any time or in any manner. As a result, the Services and the Platform are not directed at, and do not target, Minors, nor does the Company use the Services or the Platform to knowingly solicit personal, geographic, or financial information from Minors. Upon learning that a Minor has provided personal, geographic, or financial information, the Company will use reasonable efforts to remove the information of said Minor from its records. The parent or guardian of a Minor who learns that their Minor has created a Company Customer Account may contact the Company and request that the Minor’s information and account is deleted. Failure of the Minor’s parent or guardian to contact the Company will result in the parent or guardian accepting full responsibility for his or her child’s use of the Company and the Services, including any and all financial charges and legal liability that such child may incur. In the event that any provision of the above disclaimers is held to be unenforceable for any reason by any law, court, or tribunal, that provision shall be severed from the remainder of the disclaimers, which shall remain in full force and effect and be enforceable in accordance with their terms.
You agree to indemnify and hold the Company, along with its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, harmless from any claim or demand, including those for attorneys’ fees, made by any third party as a result of: any Customer Content submitted, posted, transmitted, or otherwise made available through the Services or the Platform by you; your use or access of the Services and/or the Platform; your connection to the Services; any violation of the Terms which you commit; your use or misuse of any other Customer’s personal or financial information; your violation of the rights of any other individual or entity; or your use of the Services to meet another Customer in-person or to otherwise locate and attend any offline place or event. The Company retains the right, at a specific Customer’s expense, to assume the exclusive defense and control of any matter for which that specific Customer is required to indemnify the Company, and the specific Customer agrees to cooperate with the Company’s defense of these claims.
18. LIMITATIONS OF LIABILITY AND DAMAGES
By using the Services and/or the Platform, you understand and agree that the Company, along with all of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, will under no circumstances, including without limitation negligence, be liable to you for any special, indirect, incidental, punitive, reliance, consequential (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR TRADING LOSSES), or exemplary damages related to or arising from: the Company’s use, disclosure, maintenance, or display of a Customer’s personal information; your ability or inability to use the Services or the Platform; the Services or the Platform, including the systems and servers that make the Services and/or the Platform available; or any other interaction between you and the Company or any other Customer of the Services and/or the Platform. In such circumstances, the Company will not be liable even if the Company, or one of the Company’s authorized agents, has been advised of the possibility of such damages. Further, the above limitation shall apply to damages suffered as a result of third party services or goods received through or advertised on the Platform or the Services; received through any links provided by the Company; or by reason of any advice or information received through or advertised on the Platform or the Services. Under no circumstances, including without limitation negligence, will the Company, or any of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, be liable for the costs of procurement of substitute goods or services, lost profits, or lost data. This limitation shall also apply to the performance or non-performance of the Company, the Platform, or the Services or any information or merchandise that appears on, is linked to, or is related in any way to the Company or the Services. Notwithstanding any failure of the essential purpose of any limited remedy, such limitation shall apply to the fullest extent permitted by law. Under no circumstances shall the total liability of the Company, or any of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, to you for any damages, injuries, losses, or causes of action arising out of or relating to the Terms or your use or access of the Services, whether arising in contract, tort, warranty, or other law, exceed the amounts paid by you for using the Services during the twelve (12) months immediately preceding the date of your claim or One Thousand and 00/100 Dollars (US $1,000.00), whichever is greater. Your right to monetary damages in such amount shall be in lieu of all other remedies to which you may otherwise be entitled from the Company, or its third-party providers. Notwithstanding and without limiting the foregoing, the Company shall, under no circumstances, be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, or from forces or causes beyond its reasonable control, including, but not limited to: Internet failures, computer equipment failures, any other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, strikes, labor disputes, riots, insurrections, civil disturbances, labor material shortages, fires, floods, storms, acts of God, war, acts of terror, governmental actions, orders of domestic or foreign courts or tribunals, or the non-performance of any third parties. The Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement on the Platform, nor for any offensive, defamatory, or obscene posting made on the forums by anyone other than authorized Company employee spokespersons while acting in their official capacities. Under no circumstances will the Company be liable for any loss or damage caused by a member’s reliance on information obtained through the content on the Platform. It is the responsibility of each member to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, or other content available through the Platform. The Company does not endorse, warrant, or guarantee any product or service offered by a third party through the Platform. Under no circumstances shall the Company, its officers, directors, shareholders, agents or third-party providers be liable for any direct, indirect, incidental, punitive, special or consequential damages (including without limitation, attorneys’ fees), whether in an action of contract, negligence or other tortious action, that result from the use of, or the inability to use, any materials available on the Platform, even if the Company has been advised of such damages. If you are dissatisfied with any of the Platform, the Services, the Company Content, information, or other materials, or with any of the terms and conditions contained in the Platform, your sole and exclusive remedy is to discontinue using the Platform, and you should not be entitled to seek or obtain (and you hereby waive) any type of injunctive relief against the Company, the Platform, and/or the Services. The limitations of liability set out hereinabove shall survive any termination or expiration of the Terms and will apply even if any limited remedy specified herein is found to have failed of its essential purpose. In the event that any provision of the above limitations of liability is held to be unenforceable for any reason by any law, court, or tribunal, that provision shall be severed from the remainder of the limitations of liability, which shall remain in full force and effect and be enforceable in accordance with their terms.
19. INVOLUNTARY TERMINATION
The Company reserves the right, in its sole discretion and without prior notice, to immediately terminate your Customer Account and access to the Services and the Platform. Reasons for such involuntary termination of your Customer Account shall include, but are not limited to: any breach or violation of the Terms or other incorporated agreements or Conditions by you; requests by law enforcement or other governmental agencies; the discontinuance or material alteration of the Services, the Platform, or any respective portion thereof; unforeseen technical or security issues; extended periods of inactivity; and/or the nonpayment of any fees owed by you in connection with the Services or the Platform. The Company will also terminate your Customer Account upon your voluntary request. Termination of your Customer Account may include: (1) the removal of access to all offerings within the Services and the Platform; (2) the erasure of your information, files, and any Customer Content associated with or located within your Customer Account; and (3) barring you from any further use of the Services and the Platform. All involuntary terminations are made in the Company’s sole and absolute discretion. The Company shall not be liable to you or any third party for any involuntary termination of your Customer Account or access to the Services and/or the Platform.
20. ARBITRATION AGREEMENT
You expressly agree that any dispute, claim, or controversy arising out of, or relating to, the Terms, the Policy, or the breach, termination, enforcement, interpretation, or validity thereof, including without limitation the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Harris County, Texas, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then applying, including all rules applicable to expedited procedures, including appointment of the arbitrator by the AAA. To the maximum extent permitted by applicable law, any arbitration award of the arbitrator shall be final, conclusive and binding on the parties hereto and not subject to review or appeal. Judgment upon any arbitration award rendered may be entered in any court having appropriate jurisdiction. Unless otherwise ordered by the arbitrator, each applicable party shall bear its own expenses and one-half of the cost of the arbitrator.
21. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON- INDIVIDUALIZED RELIEF
To the fullest extent permitted by law, each Customer hereby waives any right to (i) assert or participate in any class or collective action, private attorney general action or other representative action, whether in arbitration or otherwise, and (ii) join or consolidate claims with claims of any other person or Customer. All claims must be brought solely in each Customer’s individual capacity and not as a plaintiff or class member in any purported class or collective proceeding. You acknowledge that this class action waiver is material and essential to the arbitration of any claims.
22. CHOICE OF LAW AND VENUE
Any action related to the Company, the Services, the Company Content, Customer Content, or the Terms shall be governed by the laws of the State of Texas and the controlling U.S. federal law, without regard to the conflicts of laws provisions thereof. Venue for any action related to the Company, the Services, the Company Content, or Customer Content shall lie exclusively in Harris County, Texas. You hereby consent to the personal jurisdiction of Harris County, Texas.
Statute of Limitations
Except to the extent prohibited by applicable law, the parties hereby agree that any claim or cause of action arising out of, or related to, the use of the Services, the Platform, or the Terms must be filed within one (1) year after such claim or cause of action arose, or such claim or cause of action shall be forever barred.
Sections 5, 12, 16, 17, 18, 20, 21, 22, 23 and 24 of the Terms shall survive any termination of your Customer Account and/or the Terms.
If any provision of the Terms is held to be unenforceable for any reason by any court or tribunal of competent jurisdiction, or as the result of any law, statute, or regulation, that provision shall be deemed to be severed from the Terms, and its unenforceability shall not affect the remainder of the Terms, which shall remain in full force and effect and shall be enforceable in accordance with its terms.
25. MISCELLANEOUS PROVISIONS
No joint venture, partnership, employment, fiduciary, or agency relationship exists between you and the Company as a result of the Terms or your use or access of the Services and/or the Platform. The Terms constitute the entire agreement between you and the Company with respect to your use of the Services and the Platform. The failure of the Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provisions. You may not assign, delegate, or otherwise transfer your Customer Account or your obligations under these Terms to a third party without the prior written consent of the Company. The Company, in its absolute and sole discretion, has the right to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third party contractors to fulfill its duties and obligations under the Terms and in connection with the Services. If your acceptance of these Terms is further evidenced by your affirmative asset to the same (e.g., by a “check the box” acknowledgment procedure), then that affirmative assent is the equivalent of your electronic signature to these Terms. However, for the avoidance of doubt, your electronic signature is not required to evidence or facilitate your acceptance and agreement to these Terms, as you agree that the conduct described in these Terms as relating to your acceptance and agreement to these Terms alone suffices.
You hereby agree that the Company’s notice to you by email, regular mail, or notices or links displayed in connection with the Services shall constitute acceptable notice to you under the Terms. Notice will be deemed to be received forty-eight (48) hours after it is sent if it is transmitted by email or regular mail. Notice will be deemed to be received by you twenty-four (24) hours after it is first displayed if it is provided via links displayed in connection with the Services. The Company controls the Services and the Platform from its offices located within the United States of America. As a result of the foregoing, the Company makes no guarantees that Customer Content, Company Content, the Services, or the Platform are appropriate or available for use in locations other than the United States of America. Access to the Services from territories where their content or use is illegal is prohibited. If you choose to access the Services from locations outside of the United States of America, you do so on your own initiative and are responsible for compliance with any and all applicable local laws. The Company Content and Customer Content may not be exported or used in violation of the laws and regulations of the United States of America.
You are welcome to comment, make suggestions, or otherwise communicate with the Company regarding the Services (collectively, “Feedback”). There is no obligation that you provide Feedback, but, in the event that you provide Feedback, you hereby grant to the Company a worldwide, non-exclusive, transferrable, assignable, sub-licensable, perpetual, irrevocable, and royalty free license to copy, distribute, create derivative works of, publicly display and perform, and otherwise exploit such Feedback, and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. As a result of the foregoing, you should not express any Feedback that you do not wish to license to the Company as set forth above.
The Company will provide support for Customer Accounts via email at firstname.lastname@example.org.
28. MODIFICATION DATE
These Terms were last updated on June 8, 2022.