Terms of Service
Last Updated on FEBRUARY 10, 2022
TABLE OF CONTENTS
INTRODUCTION
CHANGES TO THE TERMS OF USE
ACCESSING THE PLATFORM AND ACCOUNT SECURITY
THE SERVICE
PERSONAL DATA
PROHIBITED USES
REGISTERED USER
INTELLECTUAL PROPERTY RIGHTS
TRADEMARKS
FEEDBACK
PROTECTION OF INTELLECTUAL PROPERTY
THIRD-PARTY SERVICES
USER CONTRIBUTIONS
CONTENT STANDARDS
MONITORING AND ENFORCEMENT; TERMINATION
RELIANCE ON INFORMATION POSTED
INFORMATION ABOUT YOU AND YOUR VISITS TO THE Platform
INVESTMENT TERMS
SEEKERS REGISTRATION AND OBLIGATIONS
GEOGRAPHIC RESTRICTIONS
DISCLAIMER OF WARRANTIES
SECURITIES MATTERS; WARRANTY DISCLAIMERS; NO WAIVER
LIMITATION ON LIABILITY
INDEMNIFICATION
LIMITATION ON TIME TO FILE CLAIMS
TERMINATION
RELEASE
GOVERNING LAW
ARBITRATION AGREEMENT
FINRA PUBLIC DISCLOSURE PROGRAM
MISCELLANEOUS
CONTACT
INTRODUCTION
Welcome to this website, an online investment platform owned
by Netshares Financial Services, LLC (“Netshares,” “us,” “our,”), through which
Netshares offers various investment opportunities. Netshares Financial is a
broker-dealer registered with the U.S. Securities and Exchange Commission (the
“SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”)
and the Securities Investors Protection Corporation (“SIPC”), located at 3200
Wilcrest Drive, Suite 275, Houston, Texas 77042. You may find the background of
our broker-dealer and investment professionals on
https://brokercheck.finra.org/firm/summary/307532. These Terms of Service
regulate the use and access of the Site as well as the Services (as defined
below).
These Terms of Service, Privacy Policy, Compensation
Disclosure Statement, Consent to Electronic Delivery, and other additional
terms we may post on the Platform from time to time (collectively referred to
as the “Terms”), set out the legal obligation vis-à-vis terms and conditions
for your interaction and usage of the Platform and the Services provided
through the Platform. For the sake of convenience, the term “Platform” shall
include the Services provided by us through the Platform unless specified otherwise.
These Terms apply to you even if you are a guest and not a registered user of
the Platform.
THIS DOCUMENT INCLUDES AN ARBITRATION PROVISION AND
REGULATES THE RESOLUTION OF ANY DISPUTE WHICH MAY ARISE BETWEEN YOU AND
NETSHARES AS A RESULT OF USING OUR PLATFORM.
Please read the Terms carefully before you start to use the
Platform. By using the Platform or by clicking to accept or agree to the Terms
when this option is made available to you, you accept and agree to be bound and
abide by these Terms. If you do not want to agree to these Terms, you must not
access or use the Platform.
The Terms constitute a binding contract among Netshares
Financial and you the user (hereinafter referred to as (“you”, “your”) (each a
“Party” to the contract and collectively, the “Parties”). The terms “you” or
“your” shall hereinafter include the terms “Seeker(s)” and the “Investor(s)”
(as defined below) unless specified otherwise.
CHANGES TO THE TERMS OF USE
We may revise and update these Terms from time to time in
our sole discretion. All changes are effective immediately when we post them
and apply to all access to and use of the Platform thereafter. Your continued
use of the Platform following the posting of revised Terms means that you
accept and agree to the changes and the revised Terms. You are expected to
check this page frequently, so you are aware of any changes, as they are
binding on you.
ACCESSING THE PLATFORM AND ACCOUNT SECURITY
We reserve the right to withdraw or amend this Platform and
any Services or material we provide on the Platform in our sole discretion
without notice. Netshares will not be liable if for any reason all or any part
of the Platform is unavailable at any time or for any period. From time to
time, we may restrict access to some parts of the Platform, or the entire
Platform, to users, including visitors.
To access the Platform or some of the resources it offers,
you may be asked to provide certain registration details or other information.
It is a condition of your use of the Platform that all the information you
provide on the Platform is correct, current, and complete. Netshares is
entitled to rely upon your representation and you are solely responsible for
updating any and all pertinent registration information. Failure to do so shall
constitute a breach of the Terms of Use, which may result in immediate
termination of your Account. You agree that all information you provide to
register with this Platform or otherwise, including, but not limited to,
through the use of any interactive features on the Platform, or any agreement
entered into digitally, is governed by our Privacy Policy, and you consent to
all actions Netshares takes with respect to your information consistent with
our Privacy Policy.
If you choose or are provided with, a username, password, or any other piece of
information as part of our security procedures, you must treat such information
as confidential, and you must not disclose it to any other person or entity.
You also acknowledge that your account is personal to you and agree not to
provide any other person with access to this Platform or portions of it using
your username, password, or other security information. You agree to notify us
immediately of any unauthorized access to or use of your username or password
or any other breach of security. You also agree to ensure that you exit from
your Account at the end of each session. You should use particular caution when
accessing your account from a public or shared computer so that others are not
able to view or record your password or other personal information.
We have the right to disable any username, password, or
other identifiers, whether chosen by you or provided by us, at any time in our
sole discretion for any or no reason, including if, in our opinion, you have
violated any provision of these Terms.
THE SERVICE
The Platform offers a web-based solution to connect users
who are seeking to raise capital (“Seeker(s)”) for their businesses
(“Business(es)”) with users who may be interested in investing in these
Businesses (“Investor(s)”). The Platform may offer services in relation to the
above-mentioned statement of services in this Section 4. All services offered
through the Platform are hereinafter referred to as the “Service(s)” unless
specified otherwise. The Services are offered subject to acceptance of all of
the Terms.
ELIGIBILITY
4.1 To use our Platform, you must:
4.1.1 Be at least of the age of majority and not
disqualified from entering into contracts under any law;
4.1.2 Complete the registration process;
4.1.3 Agree to our Terms;
4.1.4 Provide true, complete, and up to date legal and
contact information;
4.1.5 Represent and warrant that you have the authority to
accept these Terms on behalf of the company you may be affiliated with.
4.1.6 Represent and warrant that you will use Platform only
for non-commercial purposes.
4.1.7 Represent and warrant that you will not make multiple
accounts of the same type.
4.1.8 Represent and warrant that you are not a competitor of
Netshares and are not using the Platform or Services for reasons that are in
competition with Netshares.
4.1.9 Represent and warrant that you meet all the
requirements listed above and that you will not use Platform in a way that
violates any laws or regulations. We may refuse Services, close Accounts of any
users, and change eligibility requirements at any time.
4.1.10 Represent and warrant that you are qualified
concerning the conditions stated herein, therefore, are permitted to use the
Platform. If you do not meet any of the conditions stated herein, you shall not
access/use the Platform and must cease to be a user.
PERSONAL DATA
To provide you with the Services as mentioned in these Terms
and open your Account, it is required that we collect, verify and record
information which may include, but is not limited to, your name, date of birth,
address, identification number, Social Security Number, employer identification
number. To open an Account on the Platform we may ask for additional documents
and information.
U.S. Department of the Treasury, Securities and Exchange
Commission and FINRA rules already require you to provide most of this
information. These rules also may require you to provide additional
information, such as your net worth, annual income, occupation, employment
information, investment experience and objectives and risk tolerance.
If you fail to provide the information requested or if your
identity cannot be verified, we may not be able to open an Account or carry out
transactions for you. If we have already opened an Account for you, we may have
to close it.
PROHIBITED USES
6.1 You may use the Platform only for lawful purposes and in
accordance with these Terms and any agreement that you have entered into us.
You agree not to use the Platform:
6.1.1 In any way that violates any applicable federal,
state, local, or international law or regulation (including, without
limitation, any laws regarding the export of data or software to and from the
USA or other countries);
6.1.2 For the purpose of exploiting, harming, or attempting
to exploit or harm minors in any way by exposing them to inappropriate content,
asking for personally identifiable information, or otherwise;
6.1.3 To transmit, or procure the sending of, any
advertising or promotional material, including any “junk mail,” “chain letter,”
“spam,” or any other similar solicitation;
6.1.4 To publish any content or material that falsely
expresses or implies that such content or material is sponsored or endorsed by
Netshares;
6.1.5 To impersonate or attempt to impersonate Netshares,
Netshares’ employees, another user, or any other person or entity (including,
without limitation, by using email addresses associated with any of the
foregoing); or
6.1.6 To engage in any other conduct that restricts or
inhibits anyone’s use or enjoyment of the Platform, or which, as determined by
us, may harm us or users of the Platform, or expose them to liability.
6.2 Additionally, you agree not to:
6.2.1 Use the Platform in any manner that could disable,
overburden, damage, or impair the Platform or interfere with any other user’s
use of the Platform, including their ability to engage in real-time activities
through the Platform;
6.2.2 Use any robot, spider, or other automatic devices,
process, or means to access the Platform for any purpose, including monitoring
or copying any of the material on the Platform;
6.2.3 Use any manual process to monitor or copy any of the
material on the Platform, or for any other purpose not expressly authorized in
these Terms, without our prior written consent;
6.2.4 Use any device, software, or routine that interferes
with the proper working of the Platform;
6.2.5 Introduce any viruses, Trojan horses, worms, logic
bombs, or other material that is malicious or technologically harmful;
6.2.6 Attempt to gain unauthorized access to, interfere
with, damage, or disrupt any parts of the Platform, the server on which the
Platform is stored, or any server, computer, or database connected to the
Platform;
6.2.7 Attack the Platform via a denial-of-service attack or
a distributed denial-of-service attack; or
6.2.8 Otherwise, attempt to interfere with the proper
working of the Platform.
REGISTERED USER
In order to access or use certain 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.
As a Registered User, you agree that Netshares may
electronically provide you (via email or postings or links on the Platform)
with invoices, documents, notices and other communications regarding the
Platform, the Services and/or your use thereof, as well as special offers,
promotions, commercial advertisements, marketing materials, etc. You agree that
Netshares 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.
INTELLECTUAL PROPERTY RIGHTS
8.1 The Platform and its entire contents, features, and
functionality (including but not limited to all information, software, text,
displays, images, video, and audio, and the design, selection, and arrangement
thereof (collectively “Platform Content”)) are owned by either Netshares, the
Issuer, its affiliates, licensors, or other providers of such material and are
protected by United States and international copyright, trademark, patent,
trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Platform for your
personal, non-commercial use only. You must not reproduce, distribute, modify,
create derivative works of, publicly display, publicly perform, republish,
download, store, or transmit any of the material on our Platform, except as
follows:
8.1.1 Your computer may temporarily store copies of such
materials in RAM incidental to your accessing and viewing those materials.
8.1.2 You may store files that are automatically cached by
your Web browser for display enhancement purposes.
8.1.3 If Netshares provides desktop, mobile, or other
applications for download, you may download a single copy to your computer or
mobile device solely for your own personal, non-commercial use, provided you
agree to be bound by Netshares’ end user license agreement for such
applications.
8.1.4 If Netshares provides social media features with
certain content, you may take such actions as are enabled by such features.
You must not, directly or indirectly:
8.1.5 Reverse engineer, decompile, disassemble, or otherwise
attempt to discover the source code, object code, or underlying structure,
ideas, or algorithms of, or found at or through the Platform.
8.1.6 Remove any proprietary notices or labels from the
Platform Content; reproduce or copy the Platform Content or any part thereof.
8.1.7 Modify, translate, or create derivative works based on
the Platform Content.
8.1.8 Copy, distribute, pledge, assign, or otherwise
transfer or encumber rights to the Platform Content.
8.1.9 Create any derivative product from any of the
foregoing.
8.1.10 Without our express written permission, introduce
automated agents or scripts to the Platform so as to produce multiple accounts,
generate automated searches, requests and queries, or to strip or mine data
from the Platform.
8.1.11 Allow third parties to gain access to the Platform or
to Platform Content in any manner other than as expressly permitted in these
Terms.
If you print, copy, modify, download, or otherwise use or
provide any other person with access to any part of the Platform in breach of
the Terms, your right to use the Platform will stop immediately and you must,
at our option, return or destroy any copies of the materials you have made. No
right, title, or interest in or to the Platform or any Platform Content is
transferred to you, and all rights not expressly granted are reserved by
Netshares Financial, Issuer, or their affiliates, as applicable. Any use of the
Platform not expressly permitted by these Terms is a breach of these Terms and
may violate copyright, trademark, and other laws.
TRADEMARKS
You acknowledge and agree that the Platform name, our logo,
and all related names, logos, product and service names, designs, and slogans
are trademarks of Netshares Financial, the Issuer, or their affiliates or
licensors (collectively, the “Marks”). You are not authorized to use any of the
Marks in any advertising, publicity, or any other commercial manner without the
prior written consent of Netshares, its affiliates or licensors. Your use of
the Platform confers no title or ownership in the Platform or the Marks and is
not a sale of any rights in the Platform or the Marks. All other names, logos,
product and service names, designs, and slogans on this Platform are the
trademarks of their respective owners.
FEEDBACK
You acknowledge and agree that any comments, ideas and/or
reports provided to Netshares (“Feedback”) shall be the property of Netshares
and you hereby irrevocably transfer and assign to Netshares such Feedback, and
all associated intellectual property rights, provided however that you shall be
free to use such Feedback in the ordinary conduct of your business.
PROTECTION OF INTELLECTUAL PROPERTY
11.1 General.
It is our policy to limit access to our Platform of users
who infringe the intellectual property rights of others, as a consequence of
which we shall terminate your account. If you find that anything on our
Services infringes any copyright that you own or control, please contact us
using the information provided below.
11.2 DMCA Notification.
If you are a copyright owner or an agent thereof and believe
that any content made available via the Platform infringes upon your copyright,
you may submit a notification pursuant to the Digital Millennium Copyright Act
(“DMCA”) by providing us with the following information in writing: (a)
identification of the copyrighted work claimed to have been infringed, or, if
multiple copyrighted works are covered by a single notification, a
representative list of such works; (b) identification of the claimed infringing
material and information reasonably sufficient to permit us to locate the
material on the Platform (providing the URL(s) of the claimed infringing
material satisfies this requirement); (c) information reasonably sufficient to
permit us to contact you, such as an address, telephone number, and, if
available, an email address; (d) a statement by you that you have a good faith
belief that the disputed use is not authorized by the copyright owner, its
agent, or the law; (e) a statement by you, made under penalty of perjury, that
the above information in your notification is accurate and that you are the
copyright owner or are authorized to act on the copyright owner’s behalf; and
(f) your physical or electronic signature. Please send us all notices in connection
with copyright infringements to: 3200 Wilcrest Drive, Suite 275, Houston, Texas
77042.
11.3 Counter-Notice.
If you feel that any of your content was improperly removed
or made unavailable to other users, please contact us via the contact
information set forth above.
THIRD-PARTY SERVICES
The Platform provided by us may permit you to link to other
websites, services, or resources on the Internet, and other websites, services
or resources may contain links to the Services. Also, Platform Content may
contain links to other websites, services, or resources on the Internet. When
you access third party resources on the Internet, you shall do so at your own
risk. These other resources are not controlled by Netshares, and you agree that
Netshares shall not be responsible or liable for including but not limited to
the content, functions, accuracy, legality, appropriateness or any other aspect
of such websites or resources. The inclusion of any such link shall not imply
Netshares’ endorsement or any association in any way between Netshares and
their operators. You also agree that Netshares will not be responsible or
liable in any case, either directly or indirectly, for any damage or loss
caused or alleged to be caused by or in connection with the use of or reliance
on any such content, goods, or services available on or through any such
website or resource.
USER CONTRIBUTIONS
13.1 The Platform may contain message boards, chat rooms,
personal web pages or profiles, forums, bulletin boards, and other interactive
features (collectively, “Interactive Services”) that allow users to post,
submit, publish, display, or transmit to other users or other persons
(hereinafter, “post”) content or materials (collectively, “User Contributions”)
on or through the Platform. All User Contributions must comply with the Content
Standards set out below in these Terms of Use.
13.2 Any User Contribution you post to the Platform will be
considered non-confidential and non-proprietary. By providing any User
Contribution on the Platform, you grant Netshares, their affiliates and service
providers, and each of their respective licensees, successors, and assigns the
right to use, reproduce, modify, perform, display, distribute, and otherwise
disclose to third parties any such material for any purpose/according to your
account settings.
13.3 You represent and warrant that:
13.3.1 You own or control all rights in and to the User
Contributions and have the right to grant the license granted above to us and
our affiliates and service providers, and each of their and our respective
licensees, successors, and assigns; and
13.3.2 All of your User Contributions do and will comply
with these Terms of Use.
13.3.3 You understand and acknowledge that you are
responsible for any User Contributions you submit or contribute, and you, not
Netshares, have full responsibility for such content, including its legality,
reliability, accuracy, and appropriateness.
13.4 Netshares is not responsible or liable to any third
party for the content or accuracy of any User Contributions posted by you or
any other user of the Platform.
CONTENT STANDARDS
14.1 These content standards apply to any and all User
Contributions and use of Interactive Services. User Contributions must in their
entirety comply with all applicable central, federal, state, local, and
international laws, and regulations. Without limiting the foregoing, User
Contributions must not:
14.1.1 Contain any material that is defamatory, obscene,
indecent, abusive, offensive, harassing, violent, hateful, hurtful,
inflammatory, or otherwise objectionable;
14.1.2 Promote sexually explicit or pornographic material,
violence, or discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age;
14.1.3 Infringe any patent, trademark, trade secret,
copyright, or other intellectual property or other rights of any other person;
14.1.4 Violate the legal rights (including the rights of
publicity and privacy) of others or contain any material that could give rise
to any civil or criminal liability under applicable laws or regulations or that
otherwise may be in conflict with these Terms of Use and our Privacy Policy.
14.1.5 Contain images or videos of persons without such
person’s consent;
14.1.6 Be likely to deceive any person;
14.1.7 Promote any illegal activity, or advocate, promote,
or assist any unlawful act;
14.1.8 Cause annoyance, inconvenience, or needless anxiety
or be likely to upset, embarrass, alarm, or annoy any other person;
14.1.9 Impersonate any person or misrepresent your identity
or affiliation with any person or organization;
14.1.10 Involve commercial activities or sales, such as
contests, sweepstakes, and other sales promotions, barter, or advertising; or
14.1.11 Give the impression that they emanate from or are
endorsed by Netshares or any other person or entity if this is not the case.
MONITORING AND ENFORCEMENT; TERMINATION
15.1 Netshares has the right to:
15.1.1 Remove or refuse to post any User Contributions for
any or no reason in our sole discretion;
15.1.2 Take any action with respect to any User Contribution
that Netshares deems necessary or appropriate in its sole discretion, including
if Netshares believes that such User Contribution violates the Terms, including
the Content Standards, infringes any intellectual property right or other
rights of any person or entity, threatens the personal safety of users of the
Platform or the public, or could create liability for Netshares;
15.1.3 Disclose your identity or other information about you
to any third party who claims that material posted by you violates their
rights, including their intellectual property rights or their right to privacy;
15.1.4 Take appropriate legal action, including without
limitation, referral to law enforcement, for any illegal or unauthorized use of
the Platform; or
15.1.5 Terminate or suspend your access to all or part of
the Platform for any or no reason, including without limitation, any violation
of these Terms.
15.2 Without limiting the foregoing, Netshares has the right
to cooperate fully with any law enforcement authorities or court order
requesting or directing to disclose the identity or other information of anyone
making any contributions or posting any materials on or through the Platform or
otherwise accessing or using our Platform.
15.3 YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE AND
HOLD US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS HARMLESS FROM ANY
AND ALL CLAIMS, DAMAGES, LIABILITIES AND COSTS RESULTING FROM ANY ACTION TAKEN
BY US/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF,
INVESTIGATIONS BY EITHER US/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
15.4 Unless otherwise specifically agreed upon in writing,
Netshares does not undertake to review any material before it is posted on the
Platform and cannot ensure prompt removal of objectionable material after it
has been posted. Accordingly, Netshares assumes no liability for any action or
inaction regarding transmissions, communications, or content provided by any
user or third party. Netshares has no liability or responsibility to anyone for
performance or nonperformance of the activities described in this section.
RELIANCE ON INFORMATION POSTED
16.1 THE INFORMATION PRESENTED ON THE PLATFORM IS
REPRESENTED TO NETSHARES AS BEING MATERIALLY TRUE, CORRECT AND COMPLETE. WHILE
NETSHARES CONTINUALLY ENDEAVORS TO PROVIDE REASONABLY AND MATERIALLY CORRECT
INFORMATION REGARDING BUSINESSES, SEEKERS AND BUSINESS BENEFICIARIES, NETSHARES
DOES NOT WARRANT THAT THE INFORMATION PRESENT IS TRUE, CORRECT OR COMPLETE. ANY
RELIANCE YOU PLACE ON SUCH INFORMATION INVOLVES CERTAIN RISK. NETSHARES
DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON
SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE PLATFORM, OR BY ANYONE WHO
MAY BE INFORMED OF ANY OF ITS CONTENTS.
16.2 THIS PLATFORM CONTAINS IN LARGE MEASURE CONTENT
PROVIDED BY THIRD PARTIES, INCLUDING MATERIALS PROVIDED BY SEEKERS AND BUSINESS
BENEFICIARIES, OTHER USERS, AND THIRD-PARTY LICENSORS, SYNDICATORS,
AGGREGATORS, AND/OR REPORTING SERVICES. ALL STATEMENTS AND/OR OPINIONS
EXPRESSED IN THESE MATERIALS, AND ALL ARTICLES AND RESPONSES TO QUESTIONS AND
OTHER CONTENT, OTHER THAN THE CONTENT PROVIDED BY US, ARE SOLELY THE OPINIONS
AND THE RESPONSIBILITY OF THE PERSON OR ENTITY PROVIDING THOSE MATERIALS. THESE
MATERIALS DO NOT NECESSARILY REFLECT THE OPINION OF NETSHARES. NETSHARES IS NOT
RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, FOR THE CONTENT OR ACCURACY
OF ANY MATERIALS PROVIDED BY YOU OR ANY THIRD PARTY.
16.3 THIS PLATFORM MAY CONTAIN DATA, INFORMATION OR CONTENT
RELATING TO INVESTMENT OPPORTUNITIES. YOU SHOULD NOT INTERPRET any such content
as tax, legal, financial, or investment advice by NETSHARES or a recommendation
by NETSHARES to invest in any offering listed on the Platform. Any decision to
invest should be based solely on your own consideration and analysis of the
risks involving a particular offering and is made at your own risk. In making
an investment decision, prospective investors must rely on their own
examination of the issuer and the terms of the offering, including the merits
and risks involved, and are strongly encouraged to consult with their tax,
legal and financial advisors.
16.4 We update the content on this Platform from time to
time, but its content is not necessarily always complete or up to date. Any of
the material on the Platform may be out of date at any given time, and we are
under no obligation to update such material.
INFORMATION ABOUT YOU AND YOUR VISITS TO THE PLATFORM
All information Netshares collects on this Platform is
subject to Netshares’ Privacy Policy. By using the Platform, you consent to all
actions taken by us with respect to your information in compliance with the
Privacy Policy.
INVESTMENT TERMS
18.1 All investments made through our Platform are governed
by the terms set forth herein and elsewhere in these Terms.
18.2 Investors may invest in any Businesses listed on the
Platform provided such investment is in compliance with the federal, state and
local laws of the USA, and applicable laws in the jurisdiction Investor.
18.3 Upon registration, Investors obtain access to certain
information about Seekers and beneficiary of Businesses, including means of
direct communication. While we endeavor to pre-screen and qualify Businesses
after an involved exercise, such screening or qualification is not error-free,
exhaustive, or warranted by us. Moreover, it is not a substitute for Investors
independent investigations after Investor has obtained communication access to
the Seeker. The Platform affords Investors an opportunity to ask Seekers
questions concerning the Businesses and otherwise test the soundness of any
Business. By making a contribution through the Platform, each Investor hereby
represents and warrants that such Investor has conducted the due diligence that
such Investor deems appropriate under the circumstances and does not rely on
Netshares or its affiliates for the accuracy, completeness or adequacy of the
information supplied on the Platform. Moreover, Investors should note that
neither we nor any of our affiliates or employees represent or warrant that
Seekers or beneficiaries of Businesses shall use contributed funds in the
manner and for the purpose represented by them. Questions concerning use or
utilization of funds are to be directed solely to the Seekers and beneficiaries
of Businesses, not Netshares or their affiliates or employees.
18.4 Notwithstanding the foregoing and solely with a view to
facilitating communication, Investors may be sent from time to time updates
about the progress/status of any Business and hereby irrevocably consent to
receive such communications. In case an Investor or other users wish to opt-out
of such communications, such users must log-in to their Account and disable
communications for that specific Business.
18.5 Investments by Investors outside the state of Texas
and/or the USA, must comply with the provisions of the governing laws.
18.6 All investments shall be received through the Platform
from Investors using credit and debit cards, wire transfers, ACH, and held by
an escrow agent pending completion or termination of an offering. The use of
escrow services is subject to those providers’ terms of use and privacy policy.
By using the Platform, each Investor hereby signifies its understanding,
acceptance and agreement that Netshares is not engaged in providing banking or
financial services; instead, all remittances to Seekers shall be made solely
through established banking and other clearance and settlement systems
regulated under applicable laws. Further, Netshares is neither a trustee nor
does it assume any fiduciary responsibility with respect to the transactions,
Businesses, or investments.
18.7 Investors hereby authorize Netshares Financial and
their respective service providers to collect, process, facilitate and remit
funds through governmentally established banking, clearance, and settlement.
18.8 There might occur circumstances where a banking or
other financial institution might decline, withhold or delay the processing of
contributions or remittances, require Netshares Financial, or Seeker to provide
additional information or institute additional safeguards and checks and
balances or take such other action as deemed appropriate in compliance with
applicable law. Users hereby covenant to assist Netshares Financial with any
compliance obligations and fully cooperate with it in resolving any questions
such as banking or financial institution or governmental authority might have.
18.9 We reserve the right to refuse to process investments
made by any Investors, including any questionable transactions. This includes,
without limitation, suspected collusion between the Investor and Seeker to
bring about false impressions, mislead other users or breach/ violate any law
or further any charges imposed by issuing banks, or generally a breach of any
government policies or laws. Where Netshares Financial suspects or has
reasonable cause to doubt the credibility of the Investors and/or Seekers,
Netshares Financial may return investments after deducting its fees and
charges.
18.10 Netshares Financial may delay notifying
payment/transaction confirmations if we suspect any transaction as suspicious.
In addition, we may hold-back funds raised and subsequently inform law
enforcement officials (instead of refunding the same to Investor) if it deems
in its sole discretion to be appropriate or expedient. Netshares Financial
reserves the right to reverse investments at its sole discretion, including in
the event of violation of these Terms. No interest or other charges shall be
due or payable on such reverses. Investor acknowledges that we will not be
liable for any damages, interests or claims etc. resulting from not processing
such transactions/funds/contributions or from any delay in processing
transactions/funds/contributions.
18.11 Investors are individually responsible for determining
the suitability of your investment decisions. Netshares is not responsible for
the investment decisions made by you or on your behalf. Netshares is not
responsible for the strategies, actions or inactions taken with respect to your
investments made in Businesses. Netshares is not responsible for the gains or
losses you incur. The employees, agents, and representatives of Netshares are
not authorized to give you investment advice, and any instructions you receive
from Netshares with respect to Businesses listed on the Platform will be
limited to technical or administrative guidance.
You assume individual responsibility for determining the
suitability of all investment decisions and strategies you make or implement.
You must base your investment decisions upon all information reasonably
available to you and your own assessment of risks and rewards. You are solely
responsible for knowing the rights and terms for all investments you make in
Businesses listed on the Platform by the Seekers.
SEEKERS REGISTRATION AND OBLIGATIONS
19.1 Seekers cannot seek investments for their Businesses on
the Platform automatically. Seekers have to go through a manual approval
process in order to open an Account and seek investments for their Businesses
on the Platform. The Seekers must provide us with including without limits:
19.1.1 A valid commercial registration in any state of the
USA;
19.1.2 Proof of valid activities under their respective
commercial registration;
19.1.3 A valid corporate banking account for the respective
Seeker’s company/Business;
19.1.4 Identification information of the valid owners of the
Seeker’s company/Business and Financial institution validation of owners’ bank
account; and
19.1.5 Any additional document or certificate as requested
by Netshares Financial in order to verify the identity, intentions, financial
stability and goodwill of the Seeker.
19.2 Once a Seeker has been approved by us, the Seeker will
become eligible to seek investments for their Business. We will work with the
Seekers to collect all the necessary information required to seek investments
for their Business, enter into a contract between Netshares Financial and the
Seeker; stipulating all the necessary details, and fees associated with the
Business, and we will set up the “Business Page” on the Platform on behalf of
the Seeker whereby the Seeker can seek investments for their Business. The
Seekers will not have the ability to change the Business Page information
themselves. However, Seekers may request us to change the Business Page
information displayed on the Platform. We reserve the right to either deny or
approve a Seeker’s request to change the Business Page information.
19.3 Without limiting any other provisions of these Terms of
Service, Netshares shall have the right to remove the Business Page of the
Seeker if the Business Page or the Seeker are in violation of any federal,
state, or local laws of the USA or if the Seeker or Business Page violate these
Terms.
19.4 As a Seeker, you shall:
19.4.1 Apply any contributions you receive from Investors
solely and directly for the purposes of achieving the objectives stated in the
Business Page and use them for no other purposes;
19.4.2 Meet all commitments you make in your Business Page;
19.4.3 Promptly and accurately respond in full and to our
satisfaction to all queries, clarifications or requests made by us and/or any
Investor;
19.4.4 Not use any personal information we share with you in
connection with an Investor for any reason other than contacting them in
relation to the Business for which they have made an investment;
19.4.5 Promptly contact and work with Investors to reach a
mutually satisfactory resolution, which may include refunding their investment
if you are unable to fulfill any of your commitments;
19.4.6 Comply with all applicable laws and regulations,
including without limitation any tax obligations, in relation to your Business
and your use of the investments made by the Investors; and
19.4.7 Not take (or refrain from taking) any action or make
any business or other decision in reliance on having your Business posted on
the Platform or on presumption or receiving any funds until you have the
received the funds into your bank account.
GEOGRAPHIC RESTRICTIONS
We are based in the State of Texas in the United States. We
provide this Platform or any Platform Content for use only by persons located
in the United States. We make no claims that the Platform or any of the
Platform Content is accessible or appropriate outside of the United States.
Access to the Platform may not be legal by certain persons or in certain
countries. If you access the Platform from outside the United States, you do so
on your own initiative and are responsible for compliance with local laws.
DISCLAIMER OF WARRANTIES
21.1 You understand that Netshares cannot and does not
guarantee or warrant that files available for downloading from the Internet or
the Platform will be free of viruses or other destructive code. You are
responsible for implementing sufficient procedures and checkpoints to satisfy
your particular requirements for anti-virus protection and accuracy of data
input and output, and for maintaining a means external to our Platform for any
reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, NETSHARES
WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED
DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL
THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER
PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS
OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON
IT, OR ON ANY WEBSITE LINKED TO IT.
21.2 YOUR USE OF THE INTERNET, THE PLATFORM, ITS PLATFORM
CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN
RISK. THE PLATFORM, ITS PLATFORM CONTENT, AND ANY SERVICES OR ITEMS OBTAINED
THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,
WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER
NETSHARES NOR ANY PERSON ASSOCIATED WITH NETSHARES MAKES ANY WARRANTY OR
REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY,
ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING,
NEITHER NETSHARES NOR ANYONE ASSOCIATED WITH NETSHARES REPRESENTS OR WARRANTS
THAT THE PLATFORM, ITS PLATFORM CONTENT, OR ANY SERVICES OR ITEMS OBTAINED
THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED,
THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT
AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM
OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR
NEEDS OR EXPECTATIONS.
21.3 TO THE FULLEST EXTENT PROVIDED BY LAW, NETSHARES HEREBY
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
21.4 NETSHARES DOES NOT ENDORSE ANY THIRD PARTIES, OR
THIRD-PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY SEEKER SEEKING TO RAISE
CAPITAL THROUGH THE PLATFORM OR USING THE SERVICES. PLATFORM MERELY SERVES AS
AN ONLINE PLACE FOR INTERACTIONS BETWEEN SEEKERS AND INVESTORS. NETSHARES IS
NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN SEEKERS OR AND INVESTORS.
NETSHARES IS NOT RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY
INDIVIDUAL OR ENTITY IN CONNECTION WITH ANY BUSINESS OPPORTUNITY POSTED ON OR
THROUGH THE PLATFORM.
21.5 NETSHARES MAKES NO REPRESENTATION THAT THE CONTENT OF
THIS PLATFORM CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THE PLATFORM
FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE RESPONSIBLE FOR
COMPLIANCE WITH YOUR LOCAL LAWS. NETSHARES HEREBY DISCLAIMS ANY AND ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
21.6 THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT
CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
SECURITIES MATTERS; WARRANTY DISCLAIMERS; NO WAIVER
INVESTMENT CROWDFUNDING, WHETHER OFFERED VIA REGULATION CF,
REGULATION A, OR REGULATION D, IS A RELATIVELY NEW WAY OF RAISING AND INVESTING
CAPITAL AND IS NOT A PROVEN METHOD TO MAKE CONSISTENT INVESTMENT RETURNS OVER
TIME AND SHOULD NOT BE ASSUMED OR RELIED UPON AS SUCH UNDER ANY CIRCUMSTANCES.
INVESTORS SEEKING TO INVEST IN BUSINESSES ACKNOWLEDGE AND AGREE THAT THE SEEKER
BUSINESSES LISTED ON THE PLATFORM TEND TO BE IN EARLIER STAGES OF DEVELOPMENT,
AND THEIR BUSINESS MODEL, PRODUCTS AND SERVICES MAY NOT YET BE FULLY DEVELOPED,
OPERATIONAL OR TESTED IN THE PUBLIC MARKETPLACE. THERE IS NO GUARANTEE THAT
SEEKER BUSINESSES WILL BE ABLE TO GENERATE SUFFICIENT CASHFLOW TO SERVICE THEIR
OUTSTANDING DEBT SECURITIES, OR THAT THE STATED EQUITY VALUATION AND OTHER
TERMS ARE ACCURATE OR IN AGREEMENT WITH THE MARKET OR INDUSTRY VALUATIONS.
INVESTORS MAY RECEIVE ILLIQUID AND/OR RESTRICTED STOCK THAT MAY BE SUBJECT TO
HOLDING PERIOD REQUIREMENTS AND/OR LIQUIDITY CONCERNS. AS A PRUDENT MATTER,
INVESTING IN SEEKER BUSINESSES OR SMALL BUSINESSES SHOULD NOT BE A LARGE PART
OF YOUR OVERALL INVESTMENT PORTFOLIO AND ONLY COMPLETED AFTER CAREFUL
CONSIDERATION AND CONSULTATION WITH YOUR LEGAL, FINANCIAL AND TAX ADVISERS.
INVESTMENTS IN SEEKER BUSINESSES AND SMALL BUSINESSES ARE HIGHLY ILLIQUID, AND
THOSE INVESTORS WHO CANNOT HOLD AN INVESTMENT FOR THE LONG TERM SHOULD NOT
INVEST.
ANY SECURITIES OFFERED ON THIS PLATFORM HAVE NOT BEEN
RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. NETSHARES DOES NOT PROVIDE ANY INVESTMENT ADVICE OR
RECOMMENDATION AND DO NOT PROVIDE ANY LEGAL OR TAX ADVICE WITH RESPECT TO ANY
SECURITIES. ALL SECURITIES LISTED ON THIS PLATFORM ARE BEING OFFERED BY, AND
ALL INFORMATION INCLUDED ON THIS PLATFORM IS THE RESPONSIBILITY OF, THE
APPLICABLE ISSUER/SEEKER OF SUCH SECURITIES. IN MAKING AN INVESTMENT DECISION,
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SEEKER AND THE TERMS OF THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTMENTS ON THE PLATFORM
ARE SPECULATIVE, ILLIQUID AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE
POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.
The securities that may be offered through the Platform have
not been registered under the Securities Act and are offered in reliance on the
registration exemptions provided by Section 4(a)(2) of the Securities Act, Rule
506 of Regulation D promulgated thereunder, Regulation A, or under Section
4(a)(6) of the Securities Act and Regulation Crowdfunding thereunder. The U.S.
Securities and Exchange Commission, state securities commission or other
regulatory authority have not approved, passed upon, or endorsed the merits of
any offering on this Platform.
You may not become a beneficial owner of 20% or more of any
issuer’s outstanding voting equity securities (an “Issuer Covered Person”)
without becoming subject to certain “bad actor” disqualifying events described
in Rule 506(d) (a “Disqualifying Event”). You represent and warrant that you
are not subject to a Disqualifying Event and that you will promptly notify us
in writing should any Disqualifying Events be applicable to you. Netshares is
not liable or responsible for making Rule 506(e) disclosures, nor for
determining whether any Issuer Covered Person is subject to a Disqualifying
Event. Please head to the US Securities and Exchange Commission (SEC) website
for more details on these matters through these links:
https://www.sec.gov/smallbusiness/exemptofferings/regcrowdfunding
https://www.sec.gov/smallbusiness/exemptofferings/rule506b
https://www.sec.gov/info/smallbus/secg/bad-actor-small-entity-compliance-guide.htm.
Notwithstanding anything to the contrary in these Terms,
nothing in these Terms shall be deemed to be a waiver, and we will not assert
there has been a waiver, that would not be permissible under Section 14 of the
Securities Act, Section 29(a) of the Securities Exchange Act of 1934, or any
other applicable provision of federal and state securities laws.
LIMITATION ON LIABILITY
23.1 TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL
WE, OUR AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS,
OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL OR
EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY
TO USE AND ACCESS, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE
PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO,
PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS
OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF PROFIT, LOSS OF
USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING
NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
23.2The limitation of liability set out above does not apply
to liability resulting from our gross negligence or willful misconduct.
23.3THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT
BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Netshares,
their affiliates, licensors, service providers, their respective officers,
directors, employees, contractors, agents, licensors, suppliers, successors,
and assigns from and against any claims, liabilities, damages, judgments,
awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees)
arising out of or relating to your violation of these Terms or your use of the
Platform, including, but not limited to, your User Contributions, any use of
the Platform Content, Services, and products other than as expressly authorized
in these Terms, or your use of any information obtained from the Platform.
LIMITATION ON TIME TO FILE CLAIMS
TO THE EXTENT PERMISSIBLE BY LAW IN EACH RELEVANT
JURISDICTION ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THESE TERMS, THE PLATFORM, OR THE TRANSACTIONS PERFORMED BY USE OF
THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION
ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
TERMINATION
We reserve the right to terminate your access to all or any
part of the Platform at any point of time, without providing any cause, with or
without notice, effective immediately, which may result in the forfeiture and
destruction of all information associated with your access to the Platform. You
may terminate your Account if you wish to do so by placing a request at
info@netshares.com. If you terminate your account, you remain obligated to pay
all outstanding fees, if any, incurred prior to termination relating to your
use of the Platform. Any such termination shall, effective immediately,
prohibit you from accessing or using the Platform and/or Platform Content for
any reason. The provisions of these Terms of Service which by their nature
should survive termination shall survive termination, including but not limited
to Licenses, warranty disclaimers, ownership provisions, limitations of
liability and indemnification.
RELEASE
To the maximum extent permissible by applicable law, you
hereby absolutely release Netshares and their affiliates as well as all other
users of the Services from responsibilities including but not limited to,
claims, causes of action, liability, expenses, demands, and/or damages (actual
and consequential) of all kinds and nature, known and unknown and claims of
negligence, that may arise from the use of or inability to use, or in relation
to your use of and/or reliance on the Platform, including any disputes which
may arise between users and the acts or omissions of third parties.
GOVERNING LAW
All matters relating to the Platform and these Terms, and
any dispute or claim arising therefrom or related thereto (in each case,
including non-contractual disputes or claims), shall be governed by and
construed in accordance with the internal laws of the State of Texas without
giving effect to any choice or conflict of law provision or rule (whether of
the State of Texas or any other jurisdiction).
ARBITRATION AGREEMENT
These Terms of Service contain an arbitration clause. By
agreeing to our Terms, you, and Netshares Financial respectively (together with
each such person’s respective affiliates, agree as follows: (a) It is agreed
that all controversies or disputes which may arise between the Parties
concerning any transaction or the construction, performance, or breach of these
Terms or any other agreement(s) between Netshares Financial, whether entered
into prior to, on, or subsequent to the date of this Terms of Service,
including any controversy concerning whether an issue is arbitrable, shall be
determined by arbitration conducted before, and only before, an arbitration
panel set up by FINRA in accordance with its arbitration procedures. Any
arbitration under these Terms will be conducted pursuant to the Federal
Arbitration Act and the Laws of the State of Texas. (b) All of the Parties are
giving up the right to sue each other in court, including the right to a trial
by jury, except as provided by the rules of the arbitration forum in which the
claim is filed. (c) Arbitration awards are generally final and binding; a
Party’s ability to reverse or modify an arbitration award is very limited.
(d)The ability of the Parties to obtain documents, witness statements and other
discovery is generally more limited in arbitration than in court proceedings.
(e)The arbitrators do not have to explain the reason(s) for their award unless,
in an eligible case, a joint request for an explained decision has been
submitted by all parties to the panel at least 20 days prior to the first
scheduled hearing date. (f)The panel of arbitrators typically will include a
minority of arbitrators who were or are affiliated with the securities
industry. (g) The rules of some arbitration forums may impose time limits for
bringing a claim in arbitration. In some cases, a claim that is ineligible for
arbitration may be brought in court. (h) The rules of the arbitration forum in
which the claim is filed, and any amendments thereto, shall be incorporated into
this Terms of Service. (i) No Person shall bring a putative or certified class
action to arbitration, nor seek to enforce any arbitration agreement against
any Person who has initiated in court a putative class action; or who is a
member of a putative class who has not opted out of the class with respect to
any claims encompassed by the putative class action until: (i) the class
certification is denied; (ii) the class is decertified; or (iii) the customer
is excluded from the class by the court. Such forbearance to enforce an
agreement to arbitrate shall not constitute a waiver of any rights under this
Agreement except to the extent stated herein.
FINRA PUBLIC DISCLOSURE PROGRAM
As a member of Financial Industry Regulatory Authority
(“FINRA”), Netshares Financial is required to disclose the availability of
BrokerCheck, an online tool that provides information about FINRA-registered
firms and investment professionals. To access BrokerCheck or download an
investor brochure, go to http://www.finra.org/brokercheck. You can also call
the BrokerCheck Hotline at 800-289-9999.
MISCELLANEOUS
31.1 Entire Agreement and Severability.
These Terms are the entire agreement between you and
Netshares with regards to the Platform. These Terms supersede all prior,
contemporaneous communications and proposals made (whether oral, written, or
electronic) between you and Netshares with regards to the Platform. If any
provisions mentioned in these Terms are found to be unenforceable or invalid,
that particular provision or provisions will be limited or eliminated to the
minimum extent necessary so that these Terms will otherwise remain in full force
and effect and enforceable. In the event of the failure of either party to
exercise in any respect, any right provided for herein shall not be deemed a
waiver of any further rights hereunder.
31.2 Relationship of the Parties.
You, Netshares Financial, and the affiliates and contractors
of Netshares Financial are independent contractors. These Terms shall not and
do not create a partnership, franchise, joint venture, agency, fiduciary or
employment relationship of any kind between the Parties. You shall not have any
authority of any kind to bind Netshares Financial in any respect. Unless
expressly stated otherwise in these Terms, there are no third-party
beneficiaries to the Terms. Netshares does not have any special relationship to
you nor any fiduciary duty.
31.3 Force Majeure.
Netshares will not be liable in any case for any failure or
delay in the performance of Netshares’ obligations for any reason hereunder if
such failure results from: (a) any cause beyond Netshares’ reasonable control,
including but not limited to, mechanical, electronic or communications failure
or degradation, denial-of-service attacks, (b) any failure by a third-party
hosting provider or utility provider, (c) strikes, shortages, riots, fires,
acts of God, war, terrorism, and governmental action.
31.4 Assignment.
You agree that these Terms are personal to you, and are not
assignable, transferable or sublicensable by you. We reserve the right to
assign, transfer or delegate any of our rights and obligations hereunder
without obtaining consent.
31.5 Notices
All notices under these Terms shall be in writing Unless
otherwise specified in these Terms. Notices to us shall be sent by email to
info@netshares.com. You shall ensure written confirmation of receipt for notice
to be effective. Notices to you shall be sent to your last known email address
(or the email address of your successor, if any) and/or to any email address
that would be reasonably likely to provide notice to you, and such notice shall
be effective upon transmission.
31.6 No Waiver.
Our failure to enforce any part of these Terms shall not
constitute a waiver of our right to later enforce that or any other part of
these Terms. Waiver of compliance in any particular instance does not mean that
Netshares will waive compliance in the future.
31.7 Interpretation.
The headers are provided only to make these Terms easier to
read and understand.
CONTACT
You may get in touch with us through our Site or the address
given below:
Netshares Financial Services, LLC
3200 Wilcrest Drive, Suite 275
Houston, Texas 77042
info@netshares.com