This is a legal agreement between you (referred to herein as the “User”, “you” or “your”) and Company. The Terms of Service govern the activities and information available on our website, including our investment services and the content, services, and/or products provided through our Site and Mobile Application (as defined below) (collectively, the “Services”). We maintain these Services to permit certain eligible persons to independently connect with issuers of securities relating to real estate. By accessing or using our website at www.concreit.com, including any subdomain thereof (collectively, the “Site”), or by downloading our Mobile Application (collectively, the “App”) through your device’s respective “app store”, you signify that you have read, understand and agree to be bound by the Terms of Service, regardless of whether you are a Registered User (see defined below).
USERS AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT THEY ARE ENDORSED BY, EMPLOYED BY, OR ACTING AS AN AGENT TO CONCREIT, INCLUDING, WITHOUT LIMITATION, BY INAPPROPRIATELY USING ANY INTELLECTUAL PROPERTY OF CONCREIT. USERS ACT EXCLUSIVELY ON THEIR OWN BEHALF AND FOR THEIR OWN BENEFIT, AND NOT ON BEHALF OF CONCREIT.
YOU ACKNOWLEDGE THAT CONCREIT IS NOT A REGISTERED BROKER-DEALER, INVESTMENT ADVISOR OR CROWDFUNDING PORTAL AND DOES NOT ENGAGE IN ANY CONDUCT THAT WOULD REQUIRE SUCH REGISTRATION.
BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND ALL OTHER POLICIES AND PROCEDURES POSTED ON THE SITE. IF YOU DO NOT AGREE TO BE BOUND BY SUCH AGREEMENTS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USE THE SITE AND THE SERVICES.
We may make changes to these Terms from time to time, in our sole discretion. If we do this, we will post the changed Terms on the Site and will indicate at the top of this page the date the Terms were last revised. It is your responsibility to check the Terms periodically for changes. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of the new version of the Terms.
The Services we offer are designed for our Registered Users (defined below) to gain access to and invest in private real estate investment opportunities. The Services we offer may change, be modified, and/or be discontinued, at any time and without notice, at our sole discretion.
The Services are not available to persons who are not at least the legal age of majority in the jurisdiction in which they reside or are located. In the United States, the legal age of majority is 18 years old. If you reside in a jurisdiction which restricts the use of the Services because of age, or restricts the ability to enter agreements such as this one due to age, you must abide by such age limits and you must not use the Services. If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity, its end users and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity, its end users and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
You may generally access the Site without registering on the Site. In order to access certain Services, however, you must meet certain criteria and register to create an account (each a “User Account”; and each holder of a User Account is referred to as a “Registered User”). By registering a User Account, you expressly represent and warrant that you are legally entitled to register a User Account. The portion of our Services (and certain pages of the Site and App) that relate to the viewing of actual investment opportunities in the securities offered therein are available only to certain authorized, qualified Registered Users. Such portions of our Services and the Site may thus not be available in all jurisdictions or to all Users. Your use of the Services or the Site constitutes your affirmative acknowledgment that you are not in violation of the laws of your country of residence and a waiver of the protection of any local non-U.S. laws.
To open a User Account you must meet and initially self-certify one of the following criteria and represent and warrant that you meet the definition as either (1) an “accredited investor” as defined in Rule 501(a) of Regulation D (such persons being “Accredited Investors”) or (2) “non-U.S. person” as defined under Rule 902 of Regulation S (such persons being “Non U.S. Persons”), as defined below.
Further, you must meet the following criteria and represent and warrant that you: (1) are not currently restricted from registering for, using, or accessing the Services under the applicable laws of your jurisdiction of residence or are not otherwise prohibited from having a User Account; (2) are not a competitor of Concreit nor are you using the Services for reasons that are in competition with Concreit; (3) will only maintain one User Account at any given time; and (4) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
Association with a Broker-Dealer
You certify that you are not employed by or registered, or otherwise, affiliated, with a broker-dealer or other employer whose consent is required to open and maintain your Concreit account unless you have provided the consent to us. If you are employed by such an entity, please email firstname.lastname@example.org to provide consent and pertinent information. You agree that you will provide to your employer duplicate electronic statements and/or trade confirmations for your Concreit account, according to the requirements of your firm, as provided by industry regulations, if you are employed by or registered with a broker-dealer or other firm with outside account oversight requirements for access or other persons.
In order to access the Services and web pages relating to offerings conducted under Regulation D of the Securities Act, the User must be an Accredited Investor. 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 Concreit to immediately discontinue your User Account by preventing your access to the Services.
In general, to qualify as an Accredited Investor, individuals must be an Accredited Investor as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended. As so defined, Accredited Investors generally include: (i) Any individual whose net worth, or joint net worth with his or her spouse exceeds $1,000,000, not including the value of such individual’s primary residence; and (ii) any individual whose income exceeded $200,000 in each of the two most recent years, or whose joint income with his or her spouse exceeded $300,000 in each of those years, and who reasonably expects an income reaching the same level in the current year.
Non. U.S. Persons
Persons who are residents outside of the United States are allowed access to the Services only if such access does not violate the laws of their country of residence. Our Services 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 Concreit or Dalmore (defined below) is not authorized to provide such information or Services.
Non-U.S. Persons who wish to use our Services must be a Non-U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act. A Non-U.S. Person according to Rule 902 (k) means:
(i) A natural person who resides outside of the U.S. and its territories; (ii) A foreign corporation or partnership formed outside of the U.S. and its territories and with its principal place of business outside of the U.S.; (iii) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a Non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; (iv) Any estate which is governed by foreign law and of which any professional fiduciary acting as executor is a Non-U.S. Person as defined above in (i); (v) Any trust existing outside of the U.S. and organized according to the laws of a foreign nation; (vi) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person.
Unauthorized Use of Your User Account
You are responsible for maintaining the confidentiality of your password and User Account and are fully responsible for any and all activities that occur under your password or User Account. You agree to (a) immediately notify us of any unauthorized use of your password or User Account or any other breach of security, and (b) ensure that you exit from your User Account at the end of each session when accessing the Services. You agree that you are responsible for all activities that occur under your User Account, whether or not you know about them. We will not be liable for any loss or damage arising from your failure to comply with this section.
Removal and/or Suspension of Your User Account
We reserve the right to remove and/or suspend your User Account at any time without notice, with or without cause (“Removal”). You retain no rights to your Registered User Content (as defined herein), including coalitions, and/or the access thereto upon Removal.
You must not use the Services for any unlawful purpose. All information you provide through your User Account must be truthful, accurate and current. You shall correct any information that is no longer accurate or current. You must not use the Services to “stalk” or otherwise harass another User or any other person or entity. You must not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity. If you inappropriately use your User Account, we may remove and/or suspend it. You agree that the Company will not be liable to you or any third party for any Removal of your User Account.
Our Services contain confidential information (“Confidential Information”), much of which pertains to the investment opportunities listed. Confidential Information includes all technical and non-technical data. You agree that all Confidential Information will be kept in confidence and that you will only use the Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent it:
(a) was in the public domain at the time of disclosure;
(b) became publicly available after disclosure without breach of this Agreement;
(c) was lawfully received from a third party without such restrictions;
(d) was known to you without such restrictions prior to your access to it via our Site;
(e) was independently developed by you without breach of this Agreement;
(f) was generally made available to third parties by the Company without such restriction; or
(g) is required by applicable law.
You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations, and you hereby agree that by using the Services you will not post or transmit any of the following materials on or through the Services:
Voluntary User Account Cancellation
You may cancel your User Account at any time by contacting email@example.com. Upon cancellation, you shall no longer have access to your User Account and any related content. However, you may not cancel your User Account as long as you have outstanding investments made through the Services.
Upon any removal, termination, discontinuation, suspension, or cancellation of your User Account, the following provisions of the Terms of Service shall survive: Securities Offerings; No Professional Advice Provided; Proprietary Rights in Site Content; Limited License; Disclaimers; Limitation of Liability; and this section on Survival.
Notice of Security Breach
If you discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available to Concreit, you shall immediately (i) notify Concreit of such breach or such potential breach and (ii) if the applicable data was in your possession or control, including, without limitation, in instances where such possession or control was permitted by these Terms at the time of such breach or potential breach, you shall immediately (a) investigate such breach or such potential breach, (b) inform Concreit of the results of such investigation, (c) assist Concreit using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist Concreit as reasonably necessary to enforce Concreit’s rights and to enable Concreit to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.
The securities offered through the Services have not been registered under the Securities Act in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act under Rule 506 of Regulation D or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site. We are not a registered broker-dealer, funding portal, or investment advisor and we do not conduct any activity that would require such registration
Certain equity securities offered through the platform are offered through Dalmore Group, LLC (“Dalmore”), a Delaware LLC, and a securities broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA and SIPC. Dalmore is a provider of execution and other brokerage services related to our equity securities transactions.
None of the information contained on the Site or provided through the Services constitutes a recommendation, solicitation or offer by Company, its affiliates or third-parties to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. All information contained in the Site and Services has been prepared without reference to any individual User’s investment requirements or financial situation. The Services are not provided to, and 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, regulatory or self-regulatory organization or clearing organization, or where Company is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services and all content, services and features available through the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice.
YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON CONCREIT OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. CONCREIT DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT CONCREIT AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.
Concreit is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. We do not recommend or otherwise suggest that any investor make an investment in a particular offering, or that any issuer offer securities to a particular investor. Users acknowledge and agree that Concreit makes no representation, warranty or assurance that any offering discussed on the Site is made in accordance with federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein.
All content on our Services, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Service Content”), is our proprietary property with all rights reserved. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written consent, except that, if you are eligible for use of the Services, you are granted a limited license to access and use the Services and to download or print a copy of any portion of the Service Content solely for your personal use and non-commercial purposes, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish Service Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Service Content is strictly prohibited. Any use of the Services or the Service Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including but not limited to copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
The Services may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by the Company of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall the Company be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of Linked Sites, including the information, material, products, and services on Linked Sites or available through Linked Sites, is solely at your own risk. Your access and use of the Linked Sites are governed by the terms of service and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.
Registered User Content
The Services may allow you and other Registered Users to submit, post, transmit and share content with other Registered Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, “post”) on or through the Services or the Site, or transmit to or share with other Registered Users (collectively, the “Registered User Content”). It is against the Terms of Service to contact sponsoring real estate operating companies or borrowers directly or to attempt to enter into any transactions with such persons or entities outside of the Services. You understand and agree that we may, but are not obligated to, review and delete or remove (without notice) any Registered User Content in our sole discretion, including without limitation, Registered User Content that in our sole judgment violates the Agreements, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting Registered User Content to any part of our Services, you automatically grant, and you represent and warrant that you have the right to grant us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Registered User Content for any purpose on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Registered User Content, and to grant and authorize sublicenses of the foregoing. You may remove your Registered User Content from the Site at any time. If you choose to remove your Registered User Content, the license granted above will not expire.
You acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal processes, applicable laws or government requests;
(b) enforce these Agreements;
(c) respond to claims that any content violates the rights of third parties; or
(d) protect the rights, property, or personal safety of the Company, its Users and the public.
You understand that the technical processing and transmission of the Services, including your Registered User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Although we do not claim ownership of Registered User Content you post using the Services, the feedback you provide to us through the Services will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your feedback, including all copyrights and other intellectual property rights in your feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any feedback that you do not wish to assign to us.
The Services may be integrated with third party applications, websites, and services (“Third Party Applications”) to make content, products, and/or services available to you. The inclusion of any Third Party Applications is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by the Company of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall the Company be responsible for the information contained on any Third Party Application or your use of or inability to use any Third Party Applications. Access and use of Third Party Applications is solely at your own risk. Third Party Applications may have their own terms of service and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms of service and privacy policies.
We exclusively own all rights, title and interest in and to the Site Content, including all associated copyrights, trademark rights, and intellectual property rights of any kind. By accessing the Site, and utilizing the Services, you agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site and Services.
We comply with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website here.
Please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to Concreit’s designated copyright agent (“Concreit’s Designated Copyright Agent”): firstname.lastname@example.org. Upon receipt of the Notice as described below, we will take whatever action, we, in our sole discretion, deem appropriate, including removal of the challenged material from the Service.
If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Services infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Concreit’s Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
Because Concreit operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with Concreit and Dalmore, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software or the App.
By using the Services, you consent to receiving electronic communications, either via our Services or to the email address you provide to us, from us or our affiliates. These communications will include notices about your User Account and information concerning or related to the Services. These communications are part of your relationship with us and you receive them as part of being a Registered User. You agree that any notice, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including but not limited to, any requirements that such communications be in writing.
Concreit 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 vehicles described below:
This section covers you and our rights and responsibilities concerning the EFTs services offered to you by Concreit. EFTs are electronically initiated transfers of money from your bank account or credit card account, which you utilize the Services to initiate, and which allow you to participate in the Concreit’s offerings. By using any Services, 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 the Services, you authorize us to share your identity, bank account data and credit card account data with Dalmore, a broker-dealer registered with the Securities and Exchange Commision 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 direct through the Services. You acknowledge that none of NCPS, NCIT or we will be liable for any loss, expense or cost arising out of EFT services provided through your use of the Services, which are based on your instruction; NCPS and NCIT are third party beneficiaries to this Agreement.
As part of doing business with Concreit and Dalmore, you must also consent that we provide you with certain disclosures electronically, either via our Services or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Services, any investments you may make, your use of these Services, and the servicing of any investment you may make (each, a "Disclosure"), from Concreit, Dalmore, or any service provider either of us may use. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an "IRS Form 1099"). The decision to do business with Concreit and Dalmore electronically is yours. This document informs you of your rights concerning Disclosures.
Your consent to receive Disclosures and transact business electronically, and our agreements to do so, applies to any transactions to which such Disclosures relate, whether between you and Concreit or between you and Dalmore. Your consent will remain in effect for so long as you are a Registered User and, if you are no longer a Registered User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a Registered User have been made. You may not withdraw such consent as long as you have outstanding any investments made through our Services.
You also expressly consent to receiving calls and messages, including auto-dialed and pre- recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
If you are accessing our Service and the Disclosures electronically via a mobile device (such as a smartphone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective app store. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
We will comply with all county, state, and federal court subpoenas and government subpoenas related to the production of records from use of the Site and Services, including all Registered User Content.
You must keep us informed of any change in your email address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a Registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by email at email@example.com or by calling us at 206-607-6080. You may also reach us in writing at the following address: 1201 3rd Ave Ste 2200, Seattle, WA 98101.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
We do not guarantee the accuracy of any Registered User Content or third-party content. Although we provide rules for Registered Users conduct and postings, we do not control and are not responsible for what Registered Users post on the Services and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Service or in connection with any Registered User Content or third party content. We are not responsible for the conduct, whether online or offline, of any User of the Site or Services. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from the use of the Site and/or the Services.
The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Registered User communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Services. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any Registered User Content posted on or through the Site or the Services or transmitted to Registered Users, or any interactions between Users of the Services, whether online or offline.
Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EQUITY HOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES (INCLUDING ANY INVESTMENTS MADE) OR ANY OF THE SERVICES CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US OR OUR DIRECTORS, OFFICERS, EQUITY HOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
By visiting or using the Site and/or the Services, you agree that the laws of the State of Delaware without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms of Service, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in the state of Washington. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either we or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of its and their directors, officers, agents, contractors, employees and representatives, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Services or the Site, your conduct in connection with the Services or the Site or with other Users of the Services or the Site, or any violation of these Terms of Service or of any law or the rights of any third party, any of your Registered User Content you post or share on or through the Services. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. In addition, you hereby release any claims you may have against us and any employee, officer, director or affiliate of the Company that are in anyway related to your use of the Site or Services, including any recommendations or referrals you may receive as a result of your registration with us. You are solely responsible for your use of the Site or Services, for any content you provide, and for any consequences thereof, including the use of your content by other Users and third parties.
These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the use of the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such.
Any part, provision, representation or warranty of these Terms which is prohibited, or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors and permitted assigns.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting of the updated Terms to the website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. For notices posted, the date of posting shall be the date of transmittal.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Section titles in these Terms are for convenience only and have no legal or contractual effect.
If you have any questions about this Site, Services or these Terms, please contact us using the following information:
1201 3rd Ave
Seattle, WA 98101