Effective Date: December 1st, 2022
Welcome to the WebStreet Program.
This Agreement is being entered into by and between you, the user, and EF Capital Management, LLC, the legal entity behind WebStreet (“Organizer”). Organizer has created the Investor Platform for connecting e-commerce operators with accredited investors for the purposes of facilitating venture capital investments in online businesses(“Services”). In providing the Investor Platform and the Services, Organizer operates under an exception to the Investment Advisor Act for the provision of venture capital advisory services. The Investor Platform is provided to you subject to the terms of this Agreement. You are referred to as “you,” “your,”and “user(s).” Users who are also established e-commerce operators are referred to as “Operator(s).” Users who are also accredited investors are referred to as “Investor(s).”
THIS AGREEMENT GOVERNS YOUR USE OF THE INVESTOR PLATFORM AND THE SERVICES. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND YOU HAVE A DUTY TO READ THIS AGREEMENT BEFORE USING THE INVESTOR PLATFORM OR SERVICES. WHEN YOU ACCEPT THESE TERMS, YOU MANIFEST YOUR ASSENT TO THE TERMS AND CONDITIONS CONTAINED WITHIN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE INVESTOR PLATFORM OR SERVICES. ORGANIZER RESERVES THE RIGHT TO MODIFY, AMEND, REPLACE, SUSPEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN ITS SOLE AND ABSOLUTE DISCRETION. IN THE EVENT THE OPERATOR MODIFIES, AMENDS, OR REPLACES THIS AGREEMENT, THE EFFECTIVE DATE, LOCATED ABOVE, WILL CHANGE. YOUR USE OF THE INVESTOR PLATFORM OR SERVICES AFTER A CHANGE IN THE EFFECTIVE DATE CONSTITUTES YOUR ACQUIESCENCE TO AND ACCEPTANCE OF ANY MODIFICATION, AMENDMENT, OR REPLACEMENT.
- Eligibility to Use the Investor Platform and Services The Investor Platform and Services are open to those who are age eighteen or above. By using the Investor Platform and the Services, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Investor Platform and the Services on behalf of a business entity or other third party, you warrant that you have express, actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this agreement by the terms of any preexisting agreement.
Investor Warranties You understand and agree that the Investor Platform and the Services are only open and made available to Operators and Investors. With respect to Investors, the Investor Platform and the Services are only open and made available to “accredited investors,” which means any person who comes within any of the following categories at the time of the sale of the securities to the Investor:
- Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined insection 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets inexcess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of1974 if the investment decision is made by a plan fiduciary,as defined in section 3(21) of such act, which is either a bank,savings and loan association, insurance company, orregistered investment adviser, or if the employee benefit planhas total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
- Any private business development company as defined in section 202(a)22 of the Investment Advisers Act of 1940;
- Any organization described in section 501(c)3 of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
- Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
- Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000, excluding the value of the person’s primary residence, but including any excess liability between the value of the residence and the amount of any obligation(s)thereon;
- Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
- Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and
Any entity in which all of the equity owners are accredited investors.
When using the Investor Platform and the Services as an Investor, you represent and warrant that you are an accredited investor that meets one or more of the qualifications outlined above and you acknowledge and agree that you are expressly prohibited from using the Investor Platform or the Services if you are not an accredited investor. Organizer reserves the right to request additional information from an Investor at any time to verify its status as an accredited investor.In using the Investor Platform and the Services as an Investor, you warrant and agree that you are familiar with, and willing to accept, the risks associated with private investments. You understand that any securities sold through private investments may not be liquid, may be restricted, and may be subject to holding period requirements. You understand that you must be prepared to lose your entire investment.
Investors understand and agree that the past performance of an Operator, an investment, or an investment class is not a guarantee of future performance. Nothing contained within the Investor Platform or the Services should be considered investment advice and you warrant and agree that you will obtain investment and tax advice from independent investment professionals prior to investing in any offering provided through the Investor Platform or the Services. All information provided through the Investor Platform and the Services, including information in private placement memorandums, have been prepared without knowledge of or concern for each Investor’s individual financial situation or risk tolerance. Nothing contained within the Investor Platform or the Services should be considered to constitute tax, legal, or investment advice.
Operator Warranties and Duties Operator warrants that it will provide true and complete information as requested regarding its experience, skills, and qualifications to operate an online business. Operator further warrants and represents that it has the full
right, power, legal capacity and authority to enter into, and fully perform, under this Agreement and that its performance hereunder will fully comply with all applicable laws, rules, and regulations. Any agency executing this Agreement on behalf of its client represents and warrants that it has the authority to bind its client to the terms stated herein and remains jointly and severally liable for all obligations under this Agreement.
Operator agrees that Organizer may perform a background check and credit check into Operator and that Operator agrees to provide all information reasonably necessary to complete such background check and credit check promptly upon request by Organizer.
Operator warrants and agrees that it will execute all investment documents requested by Organizer prior to the closing of an investment round. Operator understands and agrees that, upon the close of an investment round, Operator will be considered the manager of the venture capital fund and will be solely responsible for the operation of the business and its success or failure. Operator will be responsible for taking all action necessary or appropriate for the operation of the business, for preparing and filing all federal, state, or local tax returns, and for paying, and making distributions for paying, all taxes and other governmental charges. Notwithstanding the foregoing, Operator will consult with Organizer to select bookkeeping and accounting firms acceptable to the Organizer and, if the Operator and the Organizer cannot agree on a bookkeeping or accounting firm within thirty(30) days, the Operator will accept the Organizer’s selection of a bookkeeping or accounting firm.
The Operator will, at all times, maintain accurate books, financial records, and performance records, and the Operator will provide the Organizer with timely access to all books, financial records, and performance records upon request, including, but not limited to, the fund (and its acquired business’s) profit and loss statements, balance sheets, KPI metrics, and analytics records.
The Operator will provide the Organizer with all relevant details of the business to be acquired by the investment fund prior to the acquisition, and Organizer will have the sole right and authority to accept or reject the Operator’s proposal to acquire a business.
The Operator agrees that it is expressly prohibited from selling any business acquired through the Investor Platform for a period of one (1) year without prior written approval of the Organizer.
Operator understands and agrees that Organizer will receive carried interest in every investment fund and that, if a specific investment fund specifies that Operator will also receive a portion of the carried interest, Organizer will remit the Operator’s portion of the carried interest to the Organizer within sixty (60) days of Organizer’s receipt of the carried interest funds. Operator’s carried interest, if any at all, will be reflected and specified on the deal page for each specific venture capital investment.
General Disclosures The Investor Platform and the Services are available only to accredited investors and the information contained on the Investor Platform does not constitute an offer or a solicitation for an interest in any private offering of securities. If an accredited investor makes an offer to purchase securities through the Investor Platform, however, that offer may be revoked at any time prior to the closing of the investment round without obligation or penalty of any kind. No offer to purchase securities through the Investor Platform will be accepted until such time as all potential Investors have signed all investment documents. By creating a User Account (defined below) with the Investor Platform, you are not obligated to purchase any securities or express an interest in any offering at any time.
All offerings through the Investor Platform are provided under an exemption from securities registration pursuant to Rule 506 of Regulation D of the Securities and Exchange Act and the Services are provided under an exemption to registration for venture capital fund advisers under the Investment Advisors’ Act of 1940.
YOU UNDERSTAND THAT, THROUGH THE INVESTOR PLATFORM, OPERATORS WILL EXPLAIN THEIR PAST PERFORMANCE WITH RESPECT TO PRIOR E-COMMERCE BUSINESSES. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS AND ANY EXPECTED RETURNS ON INVESTMENT DISCLOSED THROUGH THE INVESTOR PLATFORM ARE HYPOTHETICAL PROJECTS AND MAY NOT REFLECT ACTUAL FUTURE PERFORMANCE. ALL INVESTMENTS MADE THROUGH THE INVESTOR PLATFORM MAY RESULT IN PARTIAL OR TOTAL LOSS.
All fund performance information disclosed through the Investor Platform is presented prior to the removal of all management fees and expenses unless otherwise disclosed. Some of the statement made on the Investor Platform constitute forward-looking statements and should not be relied upon as predictors of future events. These statements may fail to account for both known and unknown risks, market or other uncertainty, changes in the economy as a whole, or changes outside of the control of the Operator.
From time to time, the Organizer may display ratings or reviews of prior investment funds through the Investor Platform. The ratings and reviews of prior investors or operators should not be relied upon as an indicator of future success and the accuracy of information contained within the ratings and reviews cannot be guaranteed by Organizer and should not be relied upon by an Investor.
- Organizer Advisor Fee The fees for the Services provided by the Organizer may vary for each investment fund and for each Investor and Organizer. All fees for Services rendered by the Organizer will be disclosed in further detail in the investment documents and through the Investor Platform. The Organizer may charge each fund an administrative fee or carried interest, which may consist of a share of profits realized by the fund and provided to the Organizer without a contribution of investment funds or other legal, tax, accounting, or compliance-related fees.
Acceptable Use of the Investor Platform When you use the Investor Platform, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by the Organizer for such a breach, including, but not limited to, monetary damages, costs, and attorneys’ fees. You are expressly prohibited from using the Investor Platform to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:
- Attempting to access the Investor Platform other than through a standard web browser unless you have been permitted to do so by the Organizer through a separate, written agreement;
- Accessing or attempting to access the Investor Platform through automated means;
- Circumventing the technological protection measures of the Investor Platform;
- Posting or transmitting content intended to collect personal or personally identifiable information from users of the Investor Platform or third parties’
- Harassing a user of the Investor Platform;
- Posting or transmitting content that threatens or encourages bodily harm or the destruction of property;
- Posting or transmitting content that infringes upon the intellectual property rights of other users of the Investor Platform or third parties;
- Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter;
- Disrupting or otherwise interfering with the Investor Platform or its associated servers or networks;
- Scraping, reproducing, republishing, selling, reselling, duplicating, or trading the Investor Platform or its content;
- Circumventing the Investor Platform’s processes;
- Failing to complete any transaction entered into through the Investor Platform;
- Diverting or attempting to divert customers of the Investor Platform to another website or service;
- Sending unsolicited or unauthorized communications to users of the Investor Platform or third parties;
- Posting or transmitting content that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable;
- Reverse engineering, decompiling, translating, or disassembling the Investor Platform or its content; and
- Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.
Organizer reserves the right to modify, amend, or terminate the Investor Platform or its associated content or Services at any time and without prior notice. Organizer also reserves the right to refuse service or access to the Investor Platform to any person or business entity at any time and without notice.
Limited License to Use the Investor Platform You acknowledge and agree that the Investor Platform is the property of or is licensed by Organizer and is protected under United States and international law, including, but not limited to, intellectual property laws and other personal and proprietary rights. You acknowledge and agree that your use of the Investor Platform is limited by the license granted under the terms of this Agreement, and you expressly agree that you will not use the Investor Platform in any manner not expressly authorized under the terms of this Agreement. Organizer reserves all rights not expressly granted through this Agreement.
Organizer provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty free license to use the Investor Platform for its customary and intended purposes. You are expressly prohibited from reproducing, preparing derivative works of, distributing copies of, publicly performing, and publicly displaying the Investor Platform.
- Idea Submission Policy Organizer may provide you with the ability to submit ideas to Organizer through the Investor Platform. If you submit ideas to Organizer, you agree that any ideas that you submit to Organizer will automatically become the property of Organizer and that you will not be compensated for the submission, use, or implementation of the idea that you submitted to Organizer. You understand and agree that Organizer may use or redistribute any ideas that you submit to Organizer for any purpose and in any way and that Organizer has no obligation to keep any ideas submitted to Organizer confidential.
- User Account Organizer may provide you with the ability to register a user account (“User Account”), which may provide access to additional areas of the Investor Platform. Your User Account is protected by a username and password. You recognize that you are solely responsible for maintaining the security and confidentiality of your username and password and that you are responsible for any unauthorized access to your User Account. In the event your User Account is accessed without your authorization, you agree to notify Organizer immediately. Organizer reserves the right to restrict access to, suspend, disable, or delete your User Account at any time, in its sole discretion, and without prior warning. By creating a User Account, Organizer may contact you by any available means, including, but not limited to, by email.
Confidentiality and Non-Disclosure You may be provided Confidential Information after creating a User Account with the Investor Platform. “Confidential Information” shall mean non-public, proprietary information revealed by the Operator of an applicable investment opportunity (whether in writing, orally or by any other means) including, but not limited to, (a) information expressly marked or disclosed as confidential, (b) all forms and types of financial, traffic, user, and/or other business information, (c) any and all details relating to the assets to be acquired through the proposed investment fund, including the URL, the acquisition target’s profits and losses or balance statement, the acquisition’s contact information, and any other information related to the business to be acquired. This provision is intended to be broadly construed such that all non-public information obtained by you will be considered Confidential Information.
Confidential Information will at all times be, and will at all times remain, the property of the providing party and all applicable rights, including, but not limited to, all intellectual property rights, rights of publicity, or other personal or proprietary rights embodied in the Confidential Information will remain in the providing party. You agree that you will treat all such Confidential Information as confidential and will not disclose such Confidential Information to any third party; provided, that you may disclose the Confidential Information to Representatives (as defined below) who have a need to know such information in connection with the evaluation of the investment opportunity. You shall use at least the same degree of care to avoid disclosure of such Confidential Information as you use, or would use, with respect to your own confidential information of like importance.
You shall not use Confidential Information for any purpose other than to evaluate the investment opportunity and you will prohibit all third-parties that come into possession of the Confidential Information as a result of your access to it from using it for any purpose other than to evaluate the investment opportunity, including your agents, financial advisors, attorneys, employees, contractors, officers, and directors (collectively, “Representatives”). You are expressly prohibited from using the Confidential Information to circumvent Organizer or its services in any manner, including, but not limited to, by making direct offers to invest outside of the Investor Platform or outside of Organizer’s knowledge. You are also strictly prohibited from using the Confidential Information to obtain non-public information from a competitor, to form a competing business, to register domain names pertaining or related to the acquisition target, to obtain keyword lists, user lists, or traffic numbers, or to take any other actions by which you or any other party under your ownership or control uses the Confidential Information for purposes outside of the evaluation of the investment opportunity.
In the event that you are required by law to disclose any Confidential Information, you will cooperate with the providing party and, when possible pursuant to statutory or regulatory authority, provide the providing party with prompt, advance written notice so that the providing party may seek a protective order, prevent against the disclosure of Confidential Information, or waive compliance with the provisions of this Agreement.
You understand and agree that Organizers agree to seek investment through Organizer based on trust that Confidential Information will not be misappropriated and that your actions to breach that trust will cause Broker damages.
- Liquidated Damages and Right to Injunction You acknowledge that a violation of this Agreement would cause Organizer irreparable harm, the precise amount of which may be extremely difficult or impracticable to determine. Accordingly, in the event that Organizer files an action to enforce the restrictions imposed by this Agreement, it shall be entitled to the entry of an injunction without the necessity of having to post a bond, which injunction shall remain in place pending completion of any action commenced. Notwithstanding Organizer’s right to obtain an injunction, Organizer will also be entitled to recover $25,000 in liquidated damages against the breaching party plus Organizer’s costs and attorneys’ fees in association with the breach.
License to User-Generated Content Organizer may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Investor Platform through your User Account, including, but not limited to, listings, text, photographs, images, documents, and other files (collectively “User-Generated Content”). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. By submitting User Generated Content to the Investor Platform, you grant Organizer a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Investor Platform. The customary and intended purposes of the Investor Platform may include, but are not limited to, displaying the Investor Platform’s content to you or to third parties, providing the Investor Platform’s services to you or to third parties, and archiving or making backup copies of the Investor Platform. By submitting User-Generated Content to the Investor Platform, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to the Investor Platform. When posting User-Generated Content to the Investor Platform, you warrant that your User Generated Content will be accurate, truthful, non-deceptive, and complete.
Organizer assumes no responsibility, and cannot be held liable for, the conduct of any User Account that submits User-Generated Content to the Investor Platform, including, but not limited to, the accuracy, reliability, completeness, or truth of any proposed investment. You are advised to perform your own due diligence when evaluating any investment through the Investor Platform and your use of the Investor Platform to list, purchase, or complete any transaction is at your own risk.
- Proprietary Rights You understand and agree that the Investor Platform, including, but not limited to, its source code, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of Organizer. Under the terms of this Agreement, you do not acquire any ownership rights to the Investor Platform or the data or content contained therein. You acquire only a limited license to use the Investor Platform subject to the terms of this Agreement. All other rights are reserved by Organizer.
- Trademarks You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on or through the Investor Platform by Organizer, including, but not limited to, WEBSTREET and EF CAPITAL MANAGEMENT, are common law or registered trademarks owned by or licensed to Organizer. You are expressly prohibited from using the trademarks of Organizer to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of your goods or services. You are further prohibited from using the trademarks of Organizer in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.
- Organizer as Service Provider You understand and agree that Organizer provides the Investor Platform as a service and will not be held liable for and takes no responsibility for any interactions by and between users of the Investor Platform. You understand and agree that Organizer is an interactive computer service as those terms are defined under Section 230 of the Communications Decency Act and that Organizer cannot be held liable for any commercial or personal torts in its role as a publisher of information provided by third parties. Though Organizer may edit, remove, or control the content submitted to and displayed through the Investor Platform by third parties, it will not be held liable for that content. The Investor Platform may contain links to third-party websites. The inclusion of such links does not imply approval or endorsement of the linked site by Organizer.
- Taxes You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with your use of the Investor Platform. Organizer will report as income all payments received from you to Organizer to all proper taxing authorities.
- Organizer will respond to all duly authorized notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you believe that a user of the Investor Platform has infringed upon your copyright rights, you may provide Organizer with a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act. Upon receipt of a notice that complies with the Digital Millennium Copyright, Organizer will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification under the Digital Millennium Copyright Act.
All notices of copyright infringement submitted to Organizer must contain the following:
- the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- identification of the copyrighted work(s) alleged to have been infringed;
- the location of the copyrighted work(s) in the Investor Platform;
- your contact information, such as an address, telephone number, fax number, or email address;
- a statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
- a statement, under penalty of perjury, that the information contained in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
Upon receipt of a duly authorized notice of infringement, Organizer will undertake reasonable efforts to notify the poster of the allegedly infringing content so that the poster may issue a counter-notification. Counter-notifications must contain the following:
- The physical or electronic signature of the user;
- Identification of the material that has been removed or the location where the material previously appeared;
- A statement, under penalty of perjury, that the subscriber has a good faith belief that the material was removed due to mistake or misidentification; and
- The subscriber’s name, address, and telephone number and a statement that the subscriber consents to the jurisdiction of the federal district court in which the subscriber is located.
- All notices of infringement may be sent to Eric Misterovich, Revision Legal, PLLC, 8051 Moorsbridge Rd., Portage, MI 49024, Phone: 269-281-3908, Email: [email protected].
- Term and Termination The term of this Agreement will begin upon your first accessing of the Investor Platform and will continue until the earlier of the following: (i) Organizer terminates your access to the Investor Platform; or (ii) you cease using the Investor Platform and terminate your User Account. Organizer reserves the right to terminate the Investor Platform or your access to the Investor Platform in its sole and absolute discretion and without prior notice.
Disclaimer of Warranties and Limitation of Liability YOU ACKNOWLEDGE AND AGREE THAT THE INVESTOR PLATFORM IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT ORGANIZER WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE INVESTOR PLATFORM OR TRANSACTIONS THAT OCCUR THROUGH THE INVESTOR PLATFORM, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS, AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE INVESTOR PLATFORM OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE INVESTOR PLATFORM IS AT YOUR SOLE RISK AND THAT ORGANIZER’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO ORGANIZER OR $1,000, WHICHEVER IS LESS.
ORGANIZER EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE, INJURY, HARM, COST, EXPENSE, OR LIABILITY ARISING OUT OF OR RELATED TO INVESTMENTS MADE THROUGH THE INVESTOR PLATFORM. INVESTMENTS MADE THROUGH THE INVESTOR PLATFORM ARE PROVIDED WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTIES FROM ORGANIZER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.
ORGANIZER WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, PERSONAL INJURY, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR INVESTMENT IN ANY FUNDS OR OPPORTUNITIES THROUGH THE INVESTOR PLATFORM, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, DEATH, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. YOU ACKNOWLEDGE THAT YOUR INVESTMENT IN FUNDS OR OTHER OPPORTUNITIES THROUGH THE INVESTOR PLATFORM IS AT YOUR SOLE RISK AND THAT ORGANIZER’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO ORGANIZER OR $1,000, WHICHEVER IS LESS.
- Indemnification You agree to indemnify, defend, and hold harmless Organizer, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives, from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your use of the Investor Platform, (ii) any investments made by you through the Investor Platform, (iii) your User Generated Content, including, but not limited to, your listings and the completeness, accuracy, and truth thereof, (iv) your violation of any term or condition of this Agreement; (v) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (vi) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend Organizer will not provide you with the ability to control Organizer’s defense, and Organizer reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
Choice of Law and Stipulation to Jurisdiction You and Organizer agree that any dispute arising out of or related to this Agreement or your use of the Investor Platform, including, but not limited to, any investments made through the Investor Platform, will be governed by the laws of the State of Michigan, without regard to its conflict of laws rules. Specifically, the validity, interpretation, and performance of this Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Except for claims for injunctive relief by either party, you and Organizer agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Investor Platform including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, will be resolved by final and binding arbitration pursuant to the Federal Arbitration Act in Kalamazoo, Michigan or, at the option of the party seeking relief, by telephone, online, or via written submissions alone, and be administered by the American Arbitration Association (“AAA”) under the then in force Commercial Arbitration Rules by one arbitrator appointed in accordance with such rules. Such arbitration will be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of the arbitration hereunder, AAA will appoint the arbitrator.
This arbitration will be conducted in the English language. The decision of the arbitrator will be final and binding on the parties and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.
ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PURCHASE OR USE OF ITEMS FROM OR THROUGH THE INVESTOR PLATFORM, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU AND ORGANIZER EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.
Any claims must be brought within one year of each applicable invoice or will otherwise be barred.
BY AGREEING TO BE SUBJECT TO THE ARBITRATION PROVISION CONTAINED IN THIS AGREEMENT, INVESTORS WILL NOT BE DEEMED TO WAIVE ORGANIZER’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
- Force Majeure Organizer will not be responsible for any delay or failure in performance of the Investor Platform or its associated products arising out of any cause beyond Organizer’s control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.
- Survivability The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, your Account, or the Investor Platform, including, but not limited to, your duty to indemnify and defend Organizer.
- Interpretation This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
- Assignment You are expressly prohibited from assigning your rights and duties under this Agreement. Organizer reserves the right to assign its rights and duties under this Agreement, including in a sale of Organizer or its Investor Platform.
- Waiver and Integration No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.
Effective Date: December 1st, 2022
Welcome to WebStreet. We enable fractional ownership of online businesses run by professional portfolio managers.
What do you collect from me?
We may collect the following personal information from you:
- Any information that you voluntarily submit to the Website, including, but not limited to, in response to questions posed by the Website;
- Your payment information, which is used to complete a transaction;
We may also collect the following personally identifiable information from you:
- Your IP address;
- Your geolocation;
- Your use of the Website;
- Information stored in cookies, pixel tags, or web beacons; and
- Any other additional analytics data that you voluntarily submit to the Website.
How do you use this information?
We use this personal and personally identifiable information to:
- Provide you with the Website and its services;
- To communicate with you;
- To troubleshoot problems with the Website;
- To complete a transaction that you have initiated;
- To update you on changes to the Website; and
- To update you on our services or the services of third parties.
How do you store this information?
We use commercially standard technology to help protect against the unauthorized disclosure of your personal and personally identifiable information, including encryption. Though we do our best to protect your personal and personally identifiable information, you provide all such information at your own risk.
Do you share my information with third parties?
WEBSTREET will only share your personal or personally identifiable information with third parties in the following situations:
- Where WEBSTREET has obtained your consent;
- Where it is necessary to provide you with services initiated at your request;
- Where it is necessary to share such information with WEBSTREET’S parents, subsidiaries, successors, and assigns;
- Where WEBSTREET has been purchased by or has purchased a third party;
- Where it is needed to respond to information requests by government authorities;
- Where it is demanded by a court order or subpoena;
- Where it is needed to protect the employees, independent contractors, users, members, officers, directors, or shareholders of WEBSTREET; and
- Where it is needed to help prevent against fraud or the violation of any applicable law, statute, regulation, ordinance, or treaty.
What can I do to stop the collection of my personal or personally identifiable information?
You can cease WEBSTREET’S collection of your personal and personally identifiable information by taking the following steps:
- By adjusting your web browser settings to block or limit cookies, pixel tags, and web beacons;
- By ceasing your use of the Website and/or Services.
Your California Privacy Rights
California residents have the right to receive information that identifies any third-party companies or individuals that WEBSTREET has shared your personal or personally identifiable information with in the previous calendar year, as well as a description of the categories of personal or personally identifiable information disclosed to that third party. You may obtain this information once a year and free of charge by contacting WEBSTREET at [email protected].
How can I contact you if I have questions?