Last Updated January 8, 2015
LEXSHARES IS NOT A REGISTERED BROKER-DEALER, FUNDING PORTAL, OR INVESTMENT ADVISOR AND DOES NOT CONDUCT ANY ACTIVITY THAT WOULD REQUIRE SUCH REGISTRATION. Equity securities are offered through WealthForge Securities, LLC, a Virginia limited liability company (“WealthForge”), which is a securities broker/dealer registered with the U.S. Securities and Exchange Commission and a User of Financial Industry Regulatory Authority, Inc. Individual personnel of LexShares are registered representatives of WealthForge. WealthForge has developed a business continuity plan on how they will respond to events that significantly disrupt business. WealthForge is located at 6800 Paragon Place, Suite 237, Richmond, Virginia, 23230. Telephone: (804) 308-0431. Website: www.wealthforgellc.com
Changes to these Terms of Service
We reserve the right to amend or restate these Terms of Service, change the Site, stop providing the Site, applications or the Service, or create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason at our sole discretion, at any time and without notice. If we do this, we will post the amended Terms of Service on this page and indicate at the top of the page the date of the last revision. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes. Upon termination of these Terms of Service or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Service which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and LexShares does not undertake any obligation or responsibility to update or amend any such information. You agree that LexShares and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
Language of this Agreement
The language of these Terms of Service shall be English. LexShares may offer these Terms of Service in other languages in the future, but the English version shall always be controlling.
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 that you enter into which is applicable to specific aspects of the Service, the other agreement shall take precedence in relation to those specific aspects of the Service to which it applies.
Permission to Use Service
LexShares grants you permission to use the Service as set forth in these Terms of Service, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; (iii) you will not engage in Prohibited Conduct; and (iv) you will not violate any rights of third parties and otherwise comply with the terms and conditions of these Terms of Service.
You will need to register with LexShares, create a User account and provide personal information to complete your profile (“User Profile”). Your account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. You may never use another User’s account without permission. You are solely responsible for updating any and all account registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your account. You will also choose a password and a user name. LexShares reserves the right in its sole discretion to refuse registration of or cancel a user name, and domain name. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify LexShares immediately in writing of any unauthorized use of your account or any other breach of security. You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You will not transfer your account to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to LexShares and other Users by any use of your account, either authorized or unauthorized.
You agree that your account will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your account. Although the Site may provide data, information or content provided by third parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Site. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Services does not create such a relationship. You agree that you are solely responsible for conducting legal, accounting and other due diligence review on the companies posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations or provide any due diligence.
You may use your account settings to control your User Profile. By providing LexShares with your email address, you consent to our using such email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by informing us. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
LexShares may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in LexShares' sole determination, you violate any terms of these Terms of Service, including any Prohibited Conduct (as defined below). Upon termination for any reason, you continue to be bound by these 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 segment of our Service (and certain web 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 eligible, registered and authorized users. Such segments of our Service and the Site may therefore not be available in all jurisdictions or to all Users. Where sample investment opportunities are displayed on public pages for illustrative purposes, only eligible Users will be able to view the full offering details.
For persons who reside in the United States, only “accredited investors” https://www.sec.gov/answers/accred.htm 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 such services and web pages (such persons being “accredited investors”). Generally, 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 the expectation of a similarly qualifying income during the current year. securities rules and regulations require investors to provide supporting documents to issuers that provide proof that you are an accredited investor. such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening. your failure to provide any information and documentation that is requested to confirm your status as an accredited investor will prevent you from investing in offerings posted on lexshares and cause lexshares to immediately discontinue your use of the service by preventing your access to the website and the service. you agree that in the event any material changes occur after your registration that may affect your status as an accredited investor, you shall immediately notify lexshares of such changes in writing.
Persons who reside outside 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 LexShares or one of its related entities is not authorized to provide such information or services. You agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
The Site permits Accredited Investors to independently connect with private venture capital funds (“Issuer” or “Fund”), each established for the purpose of investing in a single legal claim or several related legal claims. Each Issuer is solely responsible for the material it posts on this Site and, by posting such material, each represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. LexShares makes no representations regarding whether any offering materials or content on the Site are complete, truthful and accurate nor is LexShares responsible to verify or investigate the completeness, truthfulness and accuracy of such representation or offering materials.
Federal law requires that Issuers independently verify a User’s status as an Accredited Investor before accepting a subscription, among other requirements. Users agree to cooperate with any requests for additional information or documentation. Each Issuer is responsible for ensuring that its securities offering complies with state and federal law, including without limitation, the use of the Site to offer and sell securities, the determination of whether an investor is an Accredited Investor, and whether any investment complies with the applicable exemption from registering the offering with the SEC. Users of the Site acknowledge that LexShares is not liable to and will not verify or investigate the accuracy and completeness of the offering materials and other information posted on the Site. LexShares shall have the right but not the obligation to remove, cancel or reject the posting of any securities offerings. Failure to remove, cancel or reject securities offerings suspected of violating the securities laws does not constitute an endorsement or approval of said securities offerings by LexShares. The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.
Securities Offerings; No Professional Advice Provided
The securities offered on this Site or this Service have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(a) (2) of the Securities Act and Regulation D and Rule 506, 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 this Site or this Service.
The securities posted on the Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risks associated with investments in private issuers, including the risk of a complete loss of your investment. Securities sold through private placements are speculative and not publicly traded. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires a high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
The securities offerings posted on the Site enable you to invest indirectly in legal claims by purchasing securities issued by a single purpose venture capital fund -- a separate limited liability company created for the sole purpose of investing in the legal claim (hereinafter the “Fund” or collectively the “Funds”). Our affiliate, LawShares, LLC, manages the Funds in accordance with the terms of each Fund’s operating documents. Typically, the investment manager manages, controls, conducts the affairs of the Fund, and exercises any management rights negotiated with the Company. Investors of the Fund do not have the same management rights as the investment manager and may or may not have redemption or withdrawal rights pursuant to the provisions under the Fund’s operating agreement. Investors in the Fund may be charged an administrative fee to cover the actual out-of-pocket costs of the investment fund; the administrative fee is disclosed to the investors at the time of the Fund formation. Investors in a Fund have the benefit of the investment manager’s experience in related transactions. An investment manager may receive a share of any profit (i.e. after you received your principal back) of the Fund for providing management services (“carried interest”), but may not receive any transaction based fees such as commission. Terms may vary so you are required to read all offering materials carefully and consult with your legal, financial and investment counsel. The foregoing description is non-exhaustive and should not be deemed to be legal advice.
The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. Issuers represent and warrant that each fund is structured to qualify as an exempt investment company under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company that (i) has no more than one-hundred (100) beneficial owners; and (ii) does not make or propose to make a public offering of its securities. Users must read each Issuer’s offering memorandum and transaction documents for more information and discuss any questions with each Issuer directly prior to investing. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and Issuers on the Site in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an Issuer in selling the securities might not be available and substantial liability to such Issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
Investment overviews on the Site contain summaries of the purpose and principal 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 on the Site and the Service has been prepared by LexShares without reference to any particular user's investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
You may not participate in any offering in the event you are subject to certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify LexShares in writing should any Disqualifying Events be applicable to you. LexShares is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any User is subject to a Disqualifying Event.
No Representations or Warranties
LexShares makes no warranty or representation as to the completeness or accuracy of the information provided on the Site, nor as to any Issuer’s compliance with state and/or federal law, rules and regulations. To the maximum extent permissible under law, LexShares assumes no liability or responsibility for any errors or omissions in the content of the Site. LexShares does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. LexShares shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. LexShares is entitled to rely upon the information provided by its Users. You acknowledge and agree that LexShares does not provide any representation, warranty or assurance that the offering on the Site are made in accordance with state and/or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Issuer, and not the Site, is responsible for ensuring that any securities offering is done in accordance with state, federal law and regulation promulgated by the SEC and Financial Industry Regulatory Authority. We make no representation or warranties regarding the legality or compliance of any offering. LexShares has not reviewed all of the links provided on the Site and is not responsible for the content of any off-Site pages.
This Service may only be used for purposes that are legal, proper and in accordance with these Terms of Service and any applicable laws, rules or regulations. You hereby agree that you shall not engage in the following conduct (“Prohibited Conduct”):
upload, email, or otherwise transmit any images or other content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable;
submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
transmit materials that contain any viruses or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
use the Service to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms of Service;
use the Service in a manner that could disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service, such as through sending "spam" email;
seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means we have not intentionally made available to you through the Service;
collect or harvest any personal information from Users or the Service;
create user accounts by automated means or under false or fraudulent pretenses;
upload, post, email or transmit, or otherwise make available through the 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 Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms of Service;
run Maillist, Listserv, or any form of auto-responder or “spam” on the Service;
use manual or automated software, devices, bots, scripts or other automated procedures, 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 Service or any activities conducted on the Service, 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 Service;
post or submit content that falsely expresses or implies that such content is sponsored or endorsed by LexShares, any of its affiliates or any third parties;
use the 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 Service about any investment offerings;
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; or
engage in offline transactions relating to the Service.
By using the Site, you acknowledge and agree that LexShares has invested considerable resources to develop its business model that connects plaintiffs involved in legal claims with investors. Accordingly, you agree that for a period while you are a registered User of the Service and until two (2) years following any termination of your account, you may not solicit, initiate, encourage, or engage in discussions or negotiations with any plaintiff, attorney or investor or other third party that has been introduced to you by LexShares, without the express written permission of LexShares. These Non-Circumvention Restrictions shall survive any termination of these Terms of Service.
Our Proprietary Rights
The Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "LexShares Content"), and all intellectual property rights related thereto, are the exclusive property of LexShares and its licensors. Except as explicitly provided herein, nothing in these Terms of Service shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the LexShares Content or materials on the Service for any purpose not expressly permitted by these Terms of Service is strictly prohibited. LexShares neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned or affiliated with LexShares.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place LexShares under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, LexShares does not waive any rights to use similar or related ideas previously known to LexShares, or developed by its employees, or obtained from sources other than you.
By providing content on the Site, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses the Site. No compensation will be paid with respect to our use such content.
No Professional Advice
You agree that, while some of the Content on the Site may relate to legal, tax, investment, or accounting matters, neither LexShares nor any of the professionals providing Content on the Site are providing professional advice to you. Featuring of Issuers on the Site does not constitute endorsement by LexShares or representation of the quality of any potential investment in such offerings. LexShares does not endorse any Issuer or claim described on the Site.
Cautionary Note Regarding Forward-Looking Statements
The content published on the Site may include “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act or similar applicable regulation. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. Such forward-looking statements which are subject to known and unknown risks, uncertainties and assumptions about us, may include, but are not limited to, projections of financial performance based on growth strategies and anticipated trends, statements concerning Issuer’s plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are only predictions based current expectations about future events. They involve risks and uncertainties that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied in such forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any forward-looking statements after the date of publication to conform our prior statements to actual results or revised expectations and we do not intend to do so.
Limited License Grant
Subject to the terms and conditions of these Terms of Service, you are hereby granted a non-exclusive, limited, personal license to use the Service. LexShares reserves all rights not expressly granted herein in the Service and the LexShares Content. LexShares may terminate this license at any time for any reason or no reason.
Links to Third-Party Websites or Services
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 on or through the Service or the Site, or transmit to or share with other Users (collectively, the “User Content”). It is against these Terms of Service to contact plaintiffs, defendants, attorneys or investors in an attempt to enter into any transactions with such persons or entities outside of the Service or for any other purpose.
You understand and agree that LexShares 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 LexShares 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, notwithstanding anything to the contrary in these Terms of Service, you automatically agree to license to LexShares the use of the User Content that you provide, by granting to LexShares a non-exclusive, but perpetual and irrevocable, and worldwide right to exercise any and all copyright, publicity, and database rights you may have in the information you provide to us, in any media, known or unknown, on a royalty-free basis. Furthermore, pursuant to such license, we are permitted to sub-license all of your rights. 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 than the one contemplated by the Service.
The Site and the Service contains confidential and sensitive trade secrets of LexShares. LexShares also provides confidential and sensitive trade secrets of issuers and plaintiffs involved in legal claims (collectively, hereinafter the “Confidential Information). You agree not to disclose this Confidential Information to anyone other than another your attorneys and Users shall not use this Confidential Information for any purposes other than those contemplated by our Services.
Confidential information under these Terms of Service consists of all non-public information whether oral or in writing (a) that is designated as "Confidential" or "Proprietary" by LexShares, an issuer, a plaintiff, or an attorney at the time of disclosure or within a reasonable period thereafter; (b) that is only available to Users, or (c) that you should reasonable understand is confidential. Confidential Information includes non-public information that LexShares, its affiliates, issuers, plaintiffs, or attorneys furnish or otherwise make available to Users with respect to any investment opportunities, together with any reports, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by LexShares, an issuer, a plaintiff, or an attorney. Confidential Information includes, without limitation, information relating to LexShares’ services, the marketing or promotion of any service, business policies or practices, strategic plans, pricing, rates, plans, pro-formas, agreements, work-product, settlement agreements, valuations, reports, market comparables, verdict data, client or attorney memoranda, management systems, and information received from others that LexShares is obligated to treat as confidential.
You shall retain the Confidential Information in confidence, and shall not use such Confidential Information except as expressly permitted in these Terms of Service. You will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information and trade secrets, but shall use not less than reasonable care and diligence.
Your right to the Confidential Information under these Terms of Service will not apply to Confidential Information which you can demonstrate: (i) is or becomes a matter of public knowledge through no fault of your own; (ii) was or becomes available to you on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to LexShares with respect to such Confidential Information; (iii) was independently developed by you without reference to the Confidential Information; or (iv) is required to be disclosed by law, provided that you promptly notify LexShares in order to provide LexShares an opportunity to seek a protective order or other relief with respect to such impending disclosure.
LexShares respects the intellectual property rights of others and requires that its Users do the same. If you believe that any content on the Site or the Service or other activity taking place on the Site or the Service constitutes infringement of a work protected by copyright (a "Work"), please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) (the “DMCA”) to respond to such concerns, as follows:
Attn: General Counsel
125 High Street
Boston, MA 02110
Your notice must comply with the DMCA. Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA. You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party will be referred to the United States Copyright Office for adjudication as provided in the DMCA. Please note that this procedure is exclusively for notifying LexShares and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. LexShares may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.
Consent to Electronic Transactions and Disclosures
Because LexShares 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 LexShares and WealthForge, 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 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.
LexShares and/or WealthForge (or a third-party servicer or escrow provider that we or WealthForge may retain) generally receive all payments, and make all disbursements, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize LexShares or WealthForge (or any such third-party servicer or escrow provider) to make any and all investment disbursements, to such account. You agree to provide LexShares updated information regarding your bank or other account upon LexShares’ request and at any time that the information earlier provided is no longer valid.
As part of doing business with LexShares and WealthForge, you must also consent to our giving you 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 LexShares, WealthForge, or any service provider either of us may use. The decision to do business with LexShares and WealthForge electronically is yours. This document informs you of your rights concerning Disclosures.
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and LexShares or between you and WealthForge. 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 outstanding any 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 are required to keep us informed regarding any changes to your email address, your home mailing address, or your telephone number so we may continue to communicate with you about your authorization as a registered User and so that you continue to promptly receive all Disclosures. To notify us of any changes, you can contact us by email at firstname.lastname@example.org or by calling us at 877-290-4443.
You may also write to us as follows:
125 High Street
Boston, MA 02110
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.
You agree that LexShares reserves the right to charge certain fees from time-to-time in connection with the use of the Site as permitted by applicable law.
All fees hereunder are subject to change, and fees can be added, revised, or discontinued, at any time, at LexShares’ sole discretion and without any prior notice. Any new fees will become effective immediately, provided, however, new fees will not apply to active transactions at the time of their change.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE REPORTING AND PAYMENT OF ANY AND ALL TAXES THAT MAY ARISE AS A CONSEQUENCE OF YOUR ACTIVITIES. YOU SHALL NOT RELY ON LEXSHARES TO REPORT YOUR ACTIVITIES FOR TAX PURPOSES AND IT IS YOUR RESPONSIBILITY TO MAKE SURE YOU ARE IN FULL COMPLIANCE WITH ANY APPLICABLE TAX LAWS.
No Warranty and Disclaimers
THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “WHEN AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH STATE, FEDERAL OR FOREIGN LAW (INCLUDING ANY SECURITIES REGULATIONS), OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LEXSHARES, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED OR OTHERWISE OBTAINED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS THEREFROM.
LEXSHARES DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE LEXSHARES SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LEXSHARES WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
WE DO NOT GUARANTEE THE ACCURACY OF ANY CONTENT POSTED ON THE SERVICE. ALTHOUGH WE PROVIDE RULES FOR USER CONDUCT AND POSTINGS, WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR WHAT USERS POST ON THE SERVICE AND ARE NOT RESPONSIBLE FOR ANY OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL OR OTHERWISE OBJECTIONABLE CONTENT YOU MAY ENCOUNTER.
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.
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 LEXSHARES.
You agree to defend, indemnify and hold harmless LexShares, WealthForge and their respective subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of these Terms of Service, including without limitation, your breach of any representations; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique User name, password or other appropriate security code. LexShares reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with LexShares in the defense of any such claim, action, settlement or compromise negotiations, as requested by LexShares.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEXSHARES, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL LEXSHARES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEXSHARES ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL LEXSHARES, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS. YOUR EXCLUSIVE REMEDY AGAINST LEXSHARES OR ITS DIRECTORS, OFFICERS AND EMPLOYEES FOR ANY DISSATISFACTION WITH OUR SERVICES, YOUR TRADING EXPERIENCE, OR THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE IS YOUR DISCONTINUATION OF YOUR USE OF THE SERVICE.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF LEXSHARES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by LexShares without restriction.
You agree that: (i) the Service shall be deemed solely based in the State of New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over LexShares, either specific or general, in jurisdictions other than the State of New York. These Terms of Service shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles.
Arbitration of Disputes Brought by a User
Resolution of Disputes Brought by LexShares
You agree that any claim by LexShares against a User may be brought pursuant to the rules of the AAA or may be adjudicated by a court of competent jurisdiction, either in New York, New York, USA, or where the User is located (either the User’s home address or the address of the User’s principal place of business). With respect to the foregoing, the manner of dispute resolution and its venue is at LexShares’ discretion and without reference to the choice of laws provisions of any jurisdiction. The User agrees to submit to the personal jurisdiction of the courts located in New York, New York, USA. YOU HEREBY WAIVE TRIAL BY JURY.
Class Action Waiver
Any claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class User in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
Waiver of Counterclaims
You agree to waive all rights to interpose any claims, deductions, setoffs or counterclaims of any nature (other then compulsory counterclaims) in any action or proceeding with respect to these Terms of Service or any matter arising therefrom or relating hereto or thereto.
LexShares may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on the Site, as determined by LexShares in our sole discretion. LexShares reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms of Service.
Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an Issuer or potential investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.
Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site's electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. LexShares shall have a reasonable period to effect such a change and LexShares may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
These Terms of Service together with any other legal notices and Terms of Service published by LexShares via the Service, shall constitute the entire Terms of Service between you and LexShares concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect.
No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and LexShares' failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
You agree that no agency, partnership or joint venture relationship, or that of employer to employee or franchisor to franchisee, exists between you and LexShares.
Headings are for the purpose of reference only and in no way modify, amend, or delimit the provisions to which they refer.
Notices under these Terms of Service will be sent to email@example.com if to LexShares or the Service, and, if to the User, to the Email address provided in the User’s Profile. LexShares may also send notice to you by certified mail, return receipt requested, to the address indicated in your User Profile.
These Terms of Service may be terminated by either party without notice at any time for any reason. The appropriate provisions shall reasonably survive any termination of these Terms of Service.
Please contact us at firstname.lastname@example.org with any questions regarding these Terms of Service.