BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE WEBSITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE AND ALL OTHER POLICIES AND PROCEDURES POSTED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY SUCH AGREEMENTS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USE THE WEBSITE OR THE SERVICES.
Changes to the Terms
Your use of the Website and the Services is governed by the then-current version of the Terms in effect on the date of such use. Wall to Main may, at its sole discretion, modify the Terms and/or other policies and procedures governing the Service at any time without notice or liability by posting the modified Terms, policies or procedures to the Website and revising the “Updated” date. Your continued use of the Services after modified Terms have been posted or otherwise provided to you constitutes your agreement to be bound by the then-current Terms.
Certain Reserved Rights
You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended ) any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. By way of example, and not as a limitation, you agree that you may not:
- Use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party’s use and enjoyment of the Services;
- Attempt to gain unauthorized access to the Website, the Services, any other Wall to Main website or service, or the computer systems or networks connected to the Services through hacking, password mining or any other means;
- Create user accounts by automated means or under false or fraudulent pretenses;
- Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Upload, post, email or transmit, or otherwise make available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content;
- Upload, post, email or transmit, or otherwise make available through the Services any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
- Upload, post, email or transmit, or otherwise make available through the Services any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, the Terms;
- Impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
- Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about its Users for any unauthorized purpose;
- Promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
- Share with or disclose to anyone any information obtained through the Services about any investment offerings;
The securities offered on this Website, except where otherwise indicated, may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any securities offerings on the Website, you must register with Wall to Main and qualify as an “Accredited Investor. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an accredited investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. An Accredited Investor shall fall within at least one of the following categories:
- A natural person who has individual net worth,
- Or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
- Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
- A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
- A bank, insurance company, registered investment company, business development company, or small business investment company;
- An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- A charitable organization, corporation, or partnership with assets exceeding $5 million;
- A business in which all the equity owners are accredited investors; or
- A trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
- YOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING POSTED ON Wall to Main AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide the Wall to Main with such information in writing.
Wall to Main, its affiliates, and its licensors own all right, title and interest in the Website and the Services, including but not limited to (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel” organization, compilation of the content, code, and data, and (ii) all content on the Website, including, without limitation, all articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “Wall to Main Materials”). The Wall to Main Materials do not include User Content (as defined below). You agree to comply with all applicable laws by not copying or using proprietary content, except as allowed by these Terms or by written consent of the owner of the proprietary rights. Wall to Main hereby grants you a non-exclusive, non-transferable license to download and print the Wall to Main Materials for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of the Wall to Main Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the Wall to Main Materials in any other way, except with the prior written permission of Wall to Main. You agree that you will not develop or assist anyone else with developing a website or materials that are substantially similar to or based in substantial part on the Wall to Main Materials. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the Wall to Main Materials other than those rights expressly granted in these Terms.
If you provide Wall to Main with any comments, bug reports, feedback, or proposed modifications for the Services (“Feedback”), Wall to Main shall have the right to use the Feedback at its discretion, including, but not limited to the incorporation of suggested changes into the Services. You hereby grant Wall to Main a perpetual, irrevocable, nonexclusive license to incorporate and use your Feedback for any purpose.
The Website 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 does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Wall to Main of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall Wall to Main be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. When you access Linked Sites, you do so at your own risk, and subject to the Linked Site’s terms and policies.
Securities Products; No Professional Advice Provided
The securities offered on the Website are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. All information contained in the Services has been prepared without reference to any particular 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 Wall to Main is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all BUSINESSs. 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 WALL TO MAIN 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. The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. Issuers represent and warrant that each offering is structured to qualify as an exempt investment entity under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of exemptive provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Website and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION. Wall to Main 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.
THE SERVICES, THE WEBSITE, THE WALL TO MAIN MATERIALS, USER CONTENT, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WHEN AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WALL TO MAIN DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE WITH LAWS, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE FOREGOING, WALL TO MAIN MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE SERVICES AND WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Without limiting the generality of the foregoing, Wall to Main makes no warranty or representation as to the completeness or accuracy of the information provided on the Website, nor as to any Issuer’s compliance with the Investment Company Act, the Investment Advisers Act or the Securities Act. To the maximum extent permissible under law, Wall to Main assumes no liability or responsibility for any errors or omissions in the content of the Website. Wall to Main shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Website is at your sole risk. Wall to Main has not reviewed all of the links provided on the Website and is not responsible for the content of any off-Website pages. Clicking on hyperlinks and visiting any off-Website pages is solely done at your own risk. All representations and warranties made by a Portfolio Company to an issuer pursuant to the securities offering are hereby incorporated by reference.
To the fullest extent permissible by law, you agree to defend, indemnify, and hold Wall to Main and its directors, officers, employees, and agents harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, “Damages”) to the extent that Damages result directly or indirectly from your use of the Services or the Website. Wall to Main reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Wall to Main in the defense of any such claim, action, settlement or compromise negotiations, as requested by Wall to Main.
Except as explicitly stated otherwise, legal notices to Wall to Main should be emailed to email@example.com. Legal notices to you will be provided either to the email or mail address you provide to Wall to Main during the account registration process or posted on the Website. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice will be deemed given three days after the date of mailing or posting on the Website, as applicable. You agree that all notices and other communications that Wall to Main provides to you electronically (by email or by posting on the Website) satisfies any legal requirement that such notice or communication be in writing.
If you are located outside of the United States, you use or access the Website solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Wall to Main makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. The content, material and information contained on the Website does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Website can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Website does not constitute an offer or solicitation to sell securities referred to on this Website, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. This Website is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Website that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
The Terms (including the documents and instruments referred to in the Terms) constitute the entire agreement and understanding of the parties with respect to the subject matter of the Terms, and supersede all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.