Website Terms of Use

Welcome to [ ].com. This Site is owned and operated by Iownit Capital and Markets, Inc., together with its affiliates, including IOI Capital and Markets, LLC (“iownit”, “us,” “our,” or “we”). Please read the following terms and conditions of use (“Terms of Use”) for this site (“Site”), as well as our Privacy Policy [include hyperlink], which is incorporated by reference in these Terms of Use. By using this Site and the information and services available through this Site in any manner, including by visiting or browsing the Site, you agree to follow and be bound by these Terms of Use and all other operating rules, policies and procedures that may be published by us from time to time on the Site. Your use of the Site is governed by the version of these Terms of Use in effect on the date(s) you access the Site.

CHANGE OR TERMINATION

We reserve the right, at our sole discretion and without prior notice, to modify or replace these Terms of Use, or change the Site, stop providing the Site or Services (defined below), or create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason. We may permanently or temporarily terminate or suspend your access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. You are solely responsible for checking the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Upon termination of these Terms of Use or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and we do not undertake any obligation or responsibility to update or amend any such information. You agree that iownit and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

YOUR ACCOUNT

You may access and browse certain portions of the Site without registering with the Site. However, In order to access or use certain services, features, content or applications that may be offered from time to time by iownit in connection with the Site (the “Services”) you must become a “Registered User” by creating an account (an “Account”) and choosing a password that you will use to access your Account. The Services are only available to individuals who are at least eighteen years old. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site. If you are accessing the Site and/or using the Servicess on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms of Use.

By registering, you represent and warrant that all registration and other information you submit to or through the Site is truthful, accurate, current and complete, and you agree to immediately provide corrected information if any of the submitted information shall no longer be truthful, accurate, current and complete. You further represent and warrant that your use of the Site and the Services does not violate any applicable laws, rules or regulations. Without limiting any of our other available legal remedies, if you provide any registration or other information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we may immediately, and without notice to you, suspend or terminate your Account and refuse any and all use by you of the Site and the Services. Your registration on the Site and your use of the Site and the Services are void where prohibited.

You are solely responsible for safeguarding the confidentiality of your password and for any and all use of your Account and password, whether or not authorized by you. Although we will not be liable for any of your losses that are caused by any unauthorized use of your Account, you may be liable for the losses of iownit or others due to such unauthorized use. If you suspect any unauthorized use of your Account or unauthorized access to your password, please contact us immediately at [support@iownit.com]. You do not have the right to transfer your Account to any individual or entity and we reserve the right to remove or reclaim your Account if we determine, in our sole discretion, that such action is appropriate under the circumstances. You agree that you will not create an Account for any individual other than yourself (or, if applicable, the entity you represent).

You agree that your Account will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Account. Although the Site may provide data, information or content provided by other parties relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice. You acknowledge that iownit is not liable to and will not verify or investigate the accuracy and completeness of the offering material and other information posted on the Site. You are strongly encouraged to contact each Issuer directly to discuss any questions regarding an offering or the business prospects of the Issuer. You represent that any decision to invest is based solely on your consideration of the risks involving a particular security or those of a third-party (i.e. your personal financial advisor) and is made at your own risk. All investments involve a degree of risk, and you acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions that may include the risk of complete loss of your principal. We have no special relationship with or fiduciary duty to you. You agree and acknowledge that you are solely responsible for conducting legal, accounting or due diligence review on any companies or securities listed on the Site. You are advised to consult with a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice. The Site will merely provide you with the ability for you to make your own investment decision without any advice by the Site.

When you open an Account with us, you further agree to take all steps necessary to settle all transactions you initiate on the Site, and to pay our fees (if any) and to pay any amount owed on your Account.

INVESTORS

Accredited Investors

The securities offered on this Site may only be purchased by “Accredited Investors,” as defined by Rule 501 of Regulation D under the Securities Act of 1933 (“Regulation D”). 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 that you are qualified to invest in offerings posted on the Site. By registering for an Account for purposes of subscribing to securities offerings as an Accredited Investor, you represent and warrant that you come 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).
  • 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 director, executive officer, or general partner of the company selling the securities;
  • 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 acknowledge and agree that the foregoing provisions shall be automatically amended to match the definition of “accredited investor” pursuant to Regulation D if such definition is amended after the date hereof.

ISSUERS

Each issuer, or person who is offering securities on the Site (an “Issuer”) is solely responsible for the material such Issuer posts on this Site and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Site and Investors are entitled to rely upon any representations made by the Issuer.

Each Issuer is solely responsible for ensuring that its securities offering, including without limitation the use of the Site to offer and sell securities and the determination of whether an Investor is an Accredited Investor, is in compliance with all applicable statutes, laws, ordinances, regulations, rules, codes, injunctions, judgments, decrees or orders of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or anybody duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing (“Applicable Law”). Each authorized representative of an Issuer accessing the Site hereby represents and warrants, on behalf of such Issuer, that its use of the Site is, and shall be at all times, in compliance with Applicable Law. By creating an issuer account and using the Site, each Issuer hereby grants to iownit a perpetual, irrevocable, non-exclusive license to all of the data posted by such Issuer on the Site.

Each Issuer hereby agrees to indemnify, defend and hold iownit and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from any breach or violation of these Terms of Use by such Issuer or its employees, agents, customers, or affiliates or arising from such Issuer’s or its employees, agents, customers, or affiliates use of the Site.

CONSENT TO ELECTRONIC DELIVERY

Your consent to electronic delivery is a condition of your acceptance and continued participation as a Registered User of the Site. As a Registered User, you agree that we may electronically provide you (via email or postings or links on the Site) with invoices, documents, notices and other communications regarding the Site, the Services and/or your use thereof, as well as special offers, promotions, commercial advertisements, marketing materials, etc. You agree that we may send the foregoing communications to you via your Account or any email address(es) which you provide to us as part of your Account registration or otherwise. You understand that your acceptance or electronic signature on the Site is legally binding, just as if you had signed a paper document. You also understand that by consenting to electronic delivery, we will not be mailing you paper copies of any documents or notices that we have provided to you electronically.

It is your responsibility to provide us with a true, accurate and complete e-mail address or other contact information in order for us to provide you with documents and information electronically. If you should change your e-mail address in the future, you agree that you will immediately update your account information and advise the Site of any such change.

If, after providing your consent, you wish to receive paper copies of certain documents required to be provided to you by law, you may request that a copy be mailed to you by calling us at [ ] during normal business hours or contacting us at the following e-mail address: [support@iownit.us]. Note that we may charge your Account an administrative fee for each paper copy that you request to be mailed to you. Please note that simply requesting certain documents be mailed to you will not withdraw your consent to receiving any other documents or information from us electronically. Your consent to our providing you with documents and information electronically will remain valid unless and until you have withdrawn your consent.

RISKS OF INVESTING

Investing entails risks, including possible loss of principal. No representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. No assurances or guarantees are given regarding the performance of any investment. Returns, share price, and yield will fluctuate and redemption value may be more or less than original cost. Past performance is no guarantee of future performance.

LICENSE AND SITE ACCESS

iownit hereby grants you a limited, nonexclusive, nontransferable license to view, bookmark, download, and print the pages within this Site and the documents, graphics, and media incorporated on those pages. The pages within this Site may be used solely for personal, informational, and noncommercial purposes. You may not modify, copy, distribute, transmit, post, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any pages, data, information, software, products, or services obtained from this Site, unless you have obtained the prior written permission of iownit or you are using a service available through this Site. All rights not expressly granted herein are reserved by iownit. iownit expressly reserves the right (but has not obligation) to monitor any and all use of this Site.

SPECIAL NOTICE TO NON-US RESIDENTS

Each of the investment products and services referred to on this website is intended to be made available to US residents. This website shall not be considered a solicitation or offering for any investment product or service to any person in any jurisdiction where such solicitation or offer would be unlawful. iownit makes no representation that transactions, products or services discussed on or accessible through the Site are available or appropriate for sale or use in all jurisdictions or by all users, or that access by any user in the place it is located is not illegal or prohibited. Because of the global nature of the Internet, you agree to comply with all local rules regarding online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access this Site. In addition, you agree to comply with all applicable laws, rules, codes, and regulations regarding the transmission of technical data exported from the United States. iownit reserves the right to limit access to the Site to any person, geographic region or jurisdiction.

LINKING

iownit has not reviewed or authorized any sites linking to this Site. If you link other websites to this Site, you may not suggest that iownit has endorsed or is affiliated with such websites and you may not display this Site as “framed” within another website. We do not take responsibility for any websites linking to this Site or any links from this Site. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply any endorsement, representation or warranty by iownit with respect to any such linked websites or the content, products or services contained or accessible through such websites or their operators. THE LINKED SITES ARE NOT UNDER THE CONTROL OF iownit AND iownit IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE OR ANY CHANGES OR UPDATES TO SUCH SITES. iownit DISCLAIMS RESPONSIBILITY FOR THE PRIVACY POLICIES AND CUSTOMER INFORMATION PRACTICES OF ANY THIRD-PARTY WEBSITES HYPERLINKED TO OR FROM THIS SITE. Following links from and to this Site is at your own risk.

COPYRIGHT POLICY

Copyright ©2018 iownit. All rights reserved. All content on this Site, including, but not limited to, text, graphics, audio clips, logos, buttons, images, digital downloads, data compilations, software, icons, HTML code, and XML code, is the property of iownit and its affiliates or its suppliers, and is protected by United States and international copyright laws.

Digital Millennium Copyright Notice

We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright(s) owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:

  • A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
  • Identification of the copyrights(s) claimed to have been infringed;
  • Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
  • Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
  • A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
  • A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), SeedInvest’s Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.

Designated Agent for Claimed Infringement:

Iownit Capital and Markets Inc.

Postal Address: 8 Greenway Plaza, Suite 1515, Houston, TX 77046

E-mail address: [support@iownit.com]

You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

Please note that this procedure is exclusively for notifying iownit and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to [support@iownit.com]. iownit may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.

Intellectual Property

The Site’s “look and feel” (for example, the text, graphics, images, logos and button icons appearing on the Site), photographs, editorial content, notices, software (including HTML-based computer programs and blockchain based platform for issuance and trading of securities) are either the property of, or used with permission by, iownit. The use of the content or images by you or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. By providing content on the Site, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses the Site. No compensation will be paid with respect to our use of such content. iownit neither warrants nor represents that your use of the Site or materials displayed on the Site will not infringe rights of third parties not owned or affiliated with iownit.

The trademarks, logo and slogans displayed on the Site, including the mark iownit, (collectively the “Trademarks”) are owned by iownit and others. Nothing on this Site should be construed as granting any license or right to use the Trademarks without written permission of iownit or such third party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited. You are advised that iownit will aggressively enforce its intellectual property rights to the fullest extent of the law.

TERMINATION

The rights granted to you herein terminate immediately upon any violation by you of these terms of use. iownit reserves the right to terminate your access to this Site at any time, without notice, for any reason whatsoever. You agree that iownit shall not be liable to you or any third party for any termination of your access to this Site.

DISCLAIMERS AND LIMITATIONS OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, iownit EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AVAILABILITY, ACCURACY OR COMPLETENESS. iownit MAKES NO WARRANTY THAT: THIS SITE WILL MEET YOUR REQUIREMENTS; THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF VIRUSES, ERRORS, WORMS, DATE BOMBS, TIME BOMBS, OR OTHER HARMFUL COMPONENTS; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE WILL BE ACCURATE OR RELIABLE; THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THIS SITE WILL MEET YOUR EXPECTATIONS; ANY ERRORS ON THIS SITE WILL BE CORRECTED; AND THE DATA AND MATERIALS PRESENTED OR DISPLAYED ON THIS SITE ARE CORRECT, ACCURATE, OR RELIABLE.

APPLICABLE LAW IN SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. HOWEVER, IN SUCH CIRCUMSTANCES THE LIABILITY OF iownit OR ANY REPRESENTATIVE IS LIMITED TO THE GREATEST EXTENT ALLOWABLE UNDER APPLICABLE LAW IN SUCH JURISDICTIONS AND IN NO EVENT SHALL THE TOTAL LIABILITY TO YOU OF iownit OR ANY REPRESENTATIVE FOR DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, WHETHER OBTAINED BY YOU FROM iownit, FROM A iownit EMPLOYEE OR AGENT, OR THROUGH OR FROM THIS SITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. iownit WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF iownit HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY MATTER RELATING TO THIS SITE. THIS IS TRUE EVEN IF iownit HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

INDEMNITY

As consideration for access to the Site, you agree to indemnify, defend, and hold harmless iownit, its subsidiaries and affiliates, and the officers, directors, employees, and agents of iownit and its subsidiaries and affiliates, from and against any and all claims, liabilities, damages, losses, or expenses, including attorney’s fees and costs, arising out of or in any way connected with your access to or use of this Site or any decisions that you make based on the contents of this Site. iownit 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 iownit in the defense of any such claim, action, settlement or compromise negotiations, as requested by iownit.

INTEGRATION

If any provision of these Legal Notices is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severed and will not affect the validity and enforceability of the remaining provisions. These Legal Notices represent the entire agreement between iownit and the user relating to the subject matter herein.

CHOICE OF LAW

iownit controls and operates this Site from our offices within the State of New York, United States of America. By visiting this Site, you agree that the laws of the State of New York, United States of America, without regard to principles of conflict of laws, will govern these conditions of use and any dispute of any sort that might arise between you and iownit arising from your use of this Site. The courts of the State of New York shall have exclusive jurisdiction to settle any dispute that may arise out of, under, or in connection with these conditions, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action.

MODIFICATIONS

iownit reserves the right, at its discretion, to modify these Terms of Use, the Site and the Services at any time, and any such modification will be effective immediately upon posting the modification. We suggest that you check these Terms of Use periodically for modifications. If you use this Site after we post modifications to this Site, then you will be bound by such modifications.

COMPANY INFORMATION

iownit
8 Greenway Plaza, Suite 1515, Houston, TX 77046
Tel. + 1 [ ]
Contact: [support@iownit.com]

These Terms of Use were last updated on [ ].