Please read these terms and conditions carefully.
InvestX Markets LLC (“InvestX Markets”) operates, among other things, an alternative trading system, InvestX GEM for investors to obtain information regarding private company shares and to interact with InvestX Markets, a registered broker-dealer, to, among other things, match buyers and sellers of such shares. InvestX provides the technology for InvestX GEM. When you use the Website, you agree to comply with the InvestX terms and conditions.
You are strictly prohibited from unauthorized use of our systems or this Service, including but not limited to unauthorized entry into our systems, misuse of passwords, or misuse of any information posted to the Service. Use of the Service may be monitored, tracked and recorded. Anyone using this Service expressly consents to such monitoring, tracking and recording.
2. INFORMATION FROM THIRD PARTIES
InvestX works with third-party providers of information in connection with the Service. InvestX does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality, non-infringement or fitness for any particular purpose. InvestX is not responsible for any third-party products and services or third-party websites accessed through the Service.
3. OFFERS AND THIRD-PARTY LINKS
4. STATUS OF THE SERVICE
The Service does not constitute legal, financial, accounting, investment, tax, or other professional advice. You should consult with a financial advisor and legal and tax professionals to assist in conducting due diligence as may be appropriate prior to making any investment decision or hiring any investment manager in connection with the Service. InvestX will not have any liability to any person for any reliance on, interpretation or analysis of, or investment decisions, action, or inaction based on, the Service.
InvestX Markets is not: (i) a registered exchange under the Securities Exchange Act of 1934, as amended; (ii) a registered investment adviser under the Investment Advisers Act of 1940; or (iii) a financial or tax planner, and does not offer legal advice to any user of the Service.
5. YOUR REGISTRATION INFORMATION
Any information provided to or data generated by your activities on the platform will be available to InvestX in order to assist you with the Services provided by InvestX, unless otherwise prohibited by law, rule, or regulation. You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your Login ID e-mail address, allows you to access the Service.
Your Login ID and password, together with any mobile number or other contact information you provide form your ‘Registration Information.’
By providing InvestX with your e-mail address, you agree to receive all required notices from InvestX electronically, to the e-mail address provided. It is your responsibility to update or change that address. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on its site, accessible through most standard, commercially available Internet browsers. If you become aware of any unauthorized use of your Registration Information, you agree to notify InvestX immediately.
6. SECURITIES PRODUCTS
None of the information contained in this Website constitutes a recommendation, solicitation or offer by InvestX or its affiliates to buy or sell any securities or provide any investment advice or service. The information contained in this Website has been prepared without reference to any particular User’s investment requirements or financial situation. Certain transactions give rise to substantial risk and are not suitable for all investors. Prior to the execution of any transaction by you involving information you received from this Website, you should consult your business advisor, attorney and tax and accounting advisors with respect to the price, suitability, value, risk or other aspects of any stock, security or other investment. Pricing and other information generated through the use of data or services made available herein may not reflect actual prices or values that would be available in the market at the time provided or at the time that the User may want to purchase or sell a particular security or other instrument. The information and services provided on this Website are not provided to and 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 regulatory or self-regulatory organization or clearing organization or where InvestX is not authorized to provide such information or services. Some products and services described in this Website may not be available in all jurisdictions or to all clients.
7. YOUR USE OF THE SERVICE
Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Service for lawful purposes.
In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you may be affected.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair or other actions that InvestX, in its sole discretion, may elect to take. InvestX cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings, or other service interruptions. InvestX t cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalization settings.
8. REPRESENTATIONS AND WARRANTIES
You represent and warrant to, and agree with InvestX (which representations, warranties and agreements shall be deemed repeated each time you access or use the Service), that:
D. you are in compliance with all applicable laws in all material respects;
E. all information provided by you in writing to InvestX (including all information contained in applications, questionnaires and information forms, and including information delivered via electronic means) is true and accurate in all material respects;
G. you have all Intellectual Property Rights (as defined in the InvestX GEM Trading Policy) in and to any information submitted by you to the Service, and your use of any software or equipment to access the Service (other than software or equipment provided by InvestX) does not violate any third party’s Intellectual Property Rights;
I. if you are a customer of InvestX, alone or together with your Client, you possess the sophistication, experience, knowledge and expertise in financial and business matters to make your own investment decisions and to properly assess the merits, risks and suitability of investing in, and entering into transactions on the Service;
J. you acknowledge, agree and understand that (x) all transactions entered into on the Service are unsolicited transactions, (y) no such transaction will be solicited or recommended by InvestX and (z) your decision to enter into any transaction on the Service will be based on your own research and information, or on research and information obtained from a source other than the Service or InvestX, and neither InvestX nor any of its representatives will have any input into your decision to enter into such transaction;
K. if you are a customer of InvestX, you are and will continue to be either (x) a qualified institutional buyer under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), (y) a qualified purchaser, as defined in Section 2(a)(51) of the Investment Company Act, or (z) an accredited investor under Rule 501 of Regulation D of the Securities Act, subject to the right of InvestX to impose higher accreditation standards to comply with suitability requirements; and
L. you shall comply with all applicable laws related to anti-money laundering and sanctions and if you are a Customer of InvestX, you shall ensure that you and your Authorized Customer Delegees follow such applicable laws with respect to your and their use of and access to the Service.
9. ACCESS AND INTERFERENCE
You agree that you will not:
A. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service, without InvestX’s express written consent, which may be withheld in InvestX’s sole discretion;
B. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Service, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Internet Explorer);
C. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Service; or
D. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service.
10. RIGHT TO TERMINATE ACCESS
InvestX reserves the right to limit, restrict, and terminate your access to and use of the Service at any time, in whole or in part, with or without cause in its sole discretion and without notice. Neither InvestX nor any third-party provider will have any liability in connection with such limitation, restriction, or termination of your access to or use of the Service.
11. ELECTRONIC DELIVERY
A. CONSENT TO ELECTRONIC DELIVERY
By agreeing to electronic delivery, you are giving your informed consent to electronic delivery of all Customer Communications (defined below), other than those you have specifically requested be delivered in paper form. “Customer Communications” mean all current and future statements, trade confirmations, notices, disclosures, regulatory communications, and other information, documents, data, and records regarding your use of your account or profile with the Website, as applicable, and the Service delivered or provided to you by InvestX and other parties. Electronic delivery includes either e-mail or the electronic platform. You agree to promptly and carefully review all Customer Communications as and when delivered and to notify InvestX by telephone within, unless otherwise provided herein, five (5) days of delivery if you object to the information provided. InvestX is entitled to treat such information as accurate and conclusive unless you object in writing within five (5) days of delivery. You understand that to receive electronic deliveries, you must have internet access, a valid email address, the ability to download such applications as InvestX may specify and to which you have access, and a printer or other device to download and print or save any information you may wish to retain. InvestX will notify you of any changes in the hardware and software requirements needed to access electronic records covered by this consent.
B. REVOCATION OF CONSENT
You may revoke or restrict your consent to electronic delivery of Customer Communications at any time by notifying InvestX in writing or by phone of your intention to do so. You also have the right to request paper delivery of any Customer Communications that the law requires InvestX to provide to you in paper form. You understand that if you revoke or restrict your consent to electronic delivery of Customer Communications or request paper delivery, InvestX, at its discretion, may charge you a reasonable service fee for the delivery of Customer Communications that would otherwise be delivered electronically. You understand that it may take up to three (3) days to process a revocation of consent to electronic delivery, and you may receive electronic notifications in the interim.
C. CONSENT AND REPRESENTATIONS
You hereby agree that you have carefully read the above information regarding informed consent and fully understand the implications thereof. You hereby agree to the conditions outlined above concerning electronic delivery of Customer Communications. You also agree that you will maintain a valid e-mail address and continue to have access to the internet. If your e-mail address changes, you agree to notify InvestX of your newest email address immediately in writing (for example, by submitting a completed change of email address electronically through the Website).
12. RIGHTS YOU GRANT TO US
Any information, data, passwords, usernames, PINs, other log-in information, materials or other content (collectively, “Accounts Content”) you provide in connection with the Service, you are licensing, free of any charge, the Accounts Content to InvestX solely for the purpose of providing the Service. InvestX may use such Accounts Content, but only to provide the Service to you. By submitting Accounts Content, you represent that you are entitled to submit it in connection with the Service for use for this purpose, without any obligation by InvestX to pay any fees or other limitations.
You hereby authorize and permit InvestX to use information submitted by you to the Service (such as account passwords and users names) to configure the Service so that it is compatible with the third-party sites.
13. INVESTX’S INTELLECTUAL PROPERTY RIGHTS
14. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
The information, products and services on this Website are provided on an “AS IS,” “WHERE IS” and “WHERE AVAILABLE” basis. InvestX does not warrant the information or services provided herein or your use of this Website generally, either expressly or impliedly, for any particular purpose and expressly disclaims any implied warranties, including but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose. InvestX will not be responsible for any loss or damage that could result from interception by third-parties of any information or services made available to you via this Website. Although the information provided to you on this Website is obtained or compiled from sources we believe to be reliable, InvestX cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose. Neither InvestX, nor any of its affiliates, directors, officers or employees, nor any third-party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this Website, or resulting from the act or omission of any other party involved in making this Website, the data contained herein or the products or services offered on this Website available to you, or from any other cause relating to your access to, inability to access, or use of the Website or these materials, whether or not the circumstances giving rise to such cause may have been within the control of InvestX or of any vendor providing software or services. In no event will InvestX or any such parties be liable to you, whether in contract or tort, for any direct, special, indirect, consequential or incidental damages or any other damages of any kind even if InvestX or any other such party has been advised of the possibility thereof. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a user’s equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. InvestX cannot and does not guarantee continuous, uninterrupted or secure access to the Website.
15. YOUR INDEMNIFICATION OF INVESTX
You shall defend, indemnify and hold harmless InvestX, its and their officers, directors, shareholders, employees, agents, consultants and advisers, from and against all claims and expenses, including but not limited to attorneys’ fees, imposed on, incurred by or asserted as a result of or related to: (a) any non-compliance by you with the terms and conditions hereof; or (b) any third-party actions related to your receipt and use of the Services and content, whether authorized or unauthorized under the Agreement. Any cooperation by InvestX in such defense is without waiver of any attorney-client, work product, or other legal privileges.
16. FORCE MAJEURE
Notwithstanding any other term or condition of this Agreement, InvestX shall not be obligated to perform or observe their obligations undertaken in this Agreement if prevented or hindered from doing so by circumstances beyond its control.
18. MODIFICATIONS OF THIS AGREEMENT
InvestX may modify this Agreement from time to time in its sole discretion, so review it periodically. The Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you visit InvestX or use the Service after such changes are made.
All notices and other communications required under this Agreement shall be in writing and shall be directed to: (a) InvestX, Inc., Attn: Legal Department, 19 Fulton Street, Suite 307, New York, NY 10038 or at legal@Investx.com; or (b) to you at the email address you provided. Notice shall be deemed to have been duly given upon actual receipt by a party, or upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or any other address, as any party hereto shall hereafter specify by notice to the other party hereto.
You agree that if InvestX does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which InvestX has the benefit of under any applicable law), such failure to exercise such right or remedy may not be construed as a waiver of any other rights and remedies of InvestX .
22. ENTIRE AGREEMENT
23. GOVERNING LAW AND ARBITRATION
This Agreement contains a pre-dispute arbitration clause. By signing this Agreement, Seller agrees as follows:
• All parties to this agreement 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 a claim is filed.
• Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
• The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
• 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.
• The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
• 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.
• The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute 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; or (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.