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-gui
de.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
23.1TO 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