Terms and Conditions
Welcome to the Loquidity crowdfunding platform. The Loquidity service and network (collectively, the “Service”) are operated by Loquidity, LLC, a Michigan limited liability company (the “Company,” “Loquidity,” “we,”or “us”). By accessing or using our web site at http://www.loquidity.com, including any subdomain thereof (the “Site”), you (the “User”) signify that you have read, understand and agree to be bound by these terms of service (“Terms of Service”), regardless of whether you are a registered member of the Service.
In addition to these Terms of Service, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms of Service and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall govern the subject matter to which it applies. As used herein, “Users” means anyone who accesses and/or uses the Service or Site.
Changes to these Terms of Service
We may make changes to these Terms of Service from time to time. If we do this, we will post the changed Terms of Service on the Site and will indicate at the top of this page the date the Terms of Service were last revised. You understand and agree that your continued use of the Service or the Site after we have made any such changes constitutes your acceptance of the new Terms of Service.
This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Service. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of these Terms of Service.
The portion of our Service (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to certain qualified, registered and authorized users. Such portions of our Service and the Site may thus not be available in all jurisdictions or to all Users.
For persons resident in the United States, only “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), with a valid User ID and password, are authorized to access certain services and web pages (such persons being (“Accredited Investors”). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with a reasonable expectation of a similarly qualifying income during the current year. Prior to making any investment through the Service or the Site, you will be required to provide supporting documents that provide proof that you are an Accredited Investor or to use one of our third party verification providers. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for the Company to immediately discontinue your use of the Service by preventing your access to the Site and the Service.
Persons who are resident outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Our services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where the Company or one of its affiliates is not authorized to provide such information or services.
Securities Offerings; No Professional Advice Provided
The securities offered on the Site have not been registered under the Securities Act, in reliance on the exemptive provisions of Section 4(2) of the Securities Act, Michigan Public Act 264, Rule 506(b) of Regulation D, Rule 506(c) of Regulation D, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Site.
The Company is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration.
Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the Site has been prepared by the Company without reference to any particular User’s investment requirements or financial situation, and potential investors should consult with their own professional tax, legal and financial
advisors before making any investment.
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) of Regulation D (a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify the Company in writing should any Disqualifying Events be applicable to you. To the extent you are subject to a Disqualifying Event, the Company reserves the right to cancel your investment and return any funds held in escrow or otherwise paid or submitted by you. [Can we add hover text describing a Disqualifying Event or a link to the rule?]
You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations.
You may not:
use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party’s
use and enjoyment of the Service;
attempt to gain unauthorized access to the Site, the
Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
create user accounts by automated means or under false
or fraudulent pretenses;
transmit any viruses, worms, defects, Trojan horses,
or any items of a destructive nature to or through the Site or Service;
defame, abuse, harass, stalk, threaten or otherwise
violate the legal rights (such as rights of privacy and publicity) of others;
upload, post, email or transmit, or otherwise make
available through the Site or Service any inappropriate, defamatory,
infringing, obscene, or unlawful content;
upload, post, email or transmit, or otherwise make available through the Site or Service any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
upload, post, email or transmit, or otherwise make available through the Site or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms;
Run Maillist, Listserv, or any form of auto-responder or “spam” on the Site or Service;
use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
interfere or attempt to interfere with the proper working of the Site or Service or any activities conducted on the Site, including to utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over the Site’s pages, or otherwise affect the display of the Site’s pages;
download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
remove any copyright, trademark or other proprietary rights notices contained in or on the Site or Service;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or Service or collect information about its Users for any unauthorized purpose;
submit content that falsely expresses or implies that such content is sponsored or endorsed by the Company, any of its affiliates or any third parties;
use the Site or Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions);
promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
share or disclose with anyone any information obtained through the Site or Service about any investment offerings; or
use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting
other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.
It is against these Terms of Service to contact any real estate operating companies, borrowers or other parties involved in the transactions posted on the Site directly or to attempt to enter into any such transaction with such persons or entities outside of the Service.
Registration Data; Account Security
In consideration of your use of the Site and Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
Proprietary Rights in Site Content;
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are our proprietary property with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
The Service may allow you and other users to submit, post, transmit and share content with other Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other Users (collectively, the “User Content”). You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates these Terms of Service, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting User Content
to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.
You may review personal information posted by other Users on the Site, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the credit/trustworthiness of other Users.
Confidentiality of Information
Should you receive information from the Company or other Users with respect to any investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such transaction or Investor.
You are entrusted with any information you receive on this Site from the Company, or other investors with respect to any investment activity on the Site. You shall be responsible for any losses caused to the Company and any other Users by any use of your account, both unauthorized and authorized. You acknowledge and agree that to access certain Site Content on the Site, you will be required to register with the Site and agree to keep such information confidential. To the extent you opt not review such confidential documents about potential investments, you acknowledge and agree that you assume the risk that such additional information may be relevant to your decision to invest in a particular investment opportunity and you knowingly accept the risks of not reviewing such information. You agree that the Company, at its sole discretion and to the extent permitted by law, may access, read, preserve and disclose your account information, usage history and submitted User Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any User Content violates the rights of third parties, including intellectual property rights; (c) enforce these Terms of Service and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of the Company, its Users, or the public.
By using and accessing the Service or the Site, you agree to keep all confidential information you learn about investment opportunities on the
site private and confidential.
If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement: Attn: Chief Operating Officer
Full Address of Designated Agent to Which Notification should be Sent: 6757 Cascade Rd. SE PMB #48, Grand Rapids, MI 49546
Telephone Number of Designated Agent: (616) 929-0752
E-Mail Address of Designated Agent: email@example.com
To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the registrations of Users who are deemed to be infringers.
Consent to Electronic Transactions and
Because the Company operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with Loquidity, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 8.0 or above and Google Chrome 5.0 or above, or the equivalent software; and hardware capable of running this software.
The Company or an affiliate (or a third-party servicer or escrow provider that we may retain) may receive payments, and makes all disbursements, through certified check, wire transfer or electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You will authorize such bank or other financial account to pay any amounts you agree to invest, and authorize the Company (or any such third-party servicer or escrow provider) to make any and all investment disbursements, to such account. You agree to provide the Company updated information regarding your bank or other account upon the Company’s request and at any time that the information earlier provided is no longer valid.
As part of doing business with the Company, you must also consent to our provision of certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a “Disclosure”), from the Company or any service provider we may use. The decision to do business with the Company electronically is yours. The Terms of Service inform you of your rights concerning Disclosures.
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transaction to which such Disclosures relate. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
You may not withdraw such consent as long as you have any outstanding investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.
You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail firstname.lastname@example.org or by calling us at (616) 425-9752. You may also reach us by writing to us at the following address:
6757 Cascade Rd. SE PMB #48
Grand Rapids, MI 49546
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
We do not guarantee the accuracy of any User Content or content provided by third parties (“Third Party Content”). Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User of the Site or Service. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of the Site and/or the Service.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Site or Service. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third Party Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
We reserve the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF THE COMPANY OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Governing Law; Arbitration
By visiting or using the Site and/or the Service, you agree that the laws of the State of New York, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service. By agreeing to these Terms of Service and using the Site and the Service, you agree to submit to personal jurisdiction in New York for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, any dispute, claim or controversy arising out of or relating to the Terms of Service or the Service or Site or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms of Service to arbitrate, shall be determined by arbitration in New York City before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from
seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
on or through the Site.
The failure of the Company to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.