IMPORTANT NOTE: In early 2023, Verivest LLC and its affiliated entities (collectively, “Verivest,” “we,” or “us”) have materially altered our business model. These Terms of Service reflect those changes. Some services previously provided by Verivest are no longer offered, including manager directory listings, track record verification services, manager reviews, designations of managers as “Verivest Gold” or “Monitored,” and others. These discontinued products and services are no longer addressed in these Terms of Service. All parties’ rights and obligations with respect to discontinued services continue to be governed by the prior versions of the Terms of Service that were in effect when the services were accessed or used. Prior versions of these Terms ofService are available upon request. Ifyou have any questions about whether our current or former Terms of Service apply, please contact us at firstname.lastname@example.org.
You should read this Terms of Service Agreement (this“Agreement”) carefully before accessing or using the website located at www.verivest.com (including all subdomains and related content, and together with any version of Verivest’s investor portal, regardless of how and where it may be hosted or accessed, the “Site”),or any of Verivest’s related services, Verivest’s online investor portal(including manager profiles and access to open opportunities from the investment managers who use Verivest’s services), its fund and syndication administration services, its advisory services, and all related software tools, technology and related services (collectively, the “Services”). By accessing or using the Site or any of theServices, you are agreeing to accept and be bound by this Agreement. This Agreement constitutes a contract between you and Verivest, in addition to any other written agreements between us. This Agreement supersedes any prior Terms ofService relating to the Services or the Site.
This Agreement applies to all users of the Services, including investors who use the Services to make investments and manage their portfolios, and qualified issuers, managers, and investment managers who use the Site, including any of the Company’s related online software products or the Services to create offering documents, make their offerings available to investors, administer their investment offerings, manage their relationships with current and prospective investors, or otherwise facilitate investments by investors in their investment opportunities, and all managers who engage Verivest to provide administration or advisory services (collectively, “Users,”each of which may be referred to in this Agreement as “you”). “Users” alsoinclude anyone else who accesses or uses the Site or the Services for any other reason.
By accessing, browsing or using the Services, including theSite, you acknowledge that you have read and understand, and agree to, thisAgreement. We may update this Agreement at any time. Your continued use of theServices or the Site after any modifications to this Agreement constitutes your acceptance of the modified terms and conditions. If you do not accept thisAgreement, you do not have permission to access, browse or use the Services or the Site, and your sole and exclusive remedy is to discontinue using them. As such, we strongly recommend that you periodically review this Agreement, which is available upon request or at https://verivest.com/terms.The date of the last revision or update appears at the top of the Agreement under the title.
Your compliance with this Agreement is a condition of yourright to access the Site and use the Services. Your breach of any provision of this Agreement will automatically, without the requirement of notice or of anyother action, revoke and terminate your right to use the Services or access theSite and may also entitle us to recover damages from you.
You further acknowledge and agree that, other than UserContent (as defined below), we are the sole and exclusive owners of, and can use, sell, and transmit in any way we elect, all information provided to us byinvestors and other Users of the Site, including investors introduced to the Site by you.
No Legal Advice, Investment Advice or RecommendationsProvided; Securities Involve a High Degree of Risk
Verivest is not a law firm, registered broker-dealer, funding portal, or investment advisor, and does not conduct any activity that would require professional licensing or regulatory registration. Through its advisory services, Verivest offers business advice relating to setting up and operating real estate funds and syndications, but none of this advice is or should be construed as legal advice. All Users are REQUIRED to consult with competent legal counsel and financial advisors before offering or selling any securities or real estate investment opportunities USING PRODUCTS created by ORIN COOPERATION WITH Verivest.
Similarly, Verivest does not (and cannot) offer any investment advice and it does not recommend or endorse any of the managers who use the Services or any of the investment opportunities posted on the Site, including any managers in which Verivest or its affiliated entities may invest, or any syndications or funds created through the use of Verivest’s advisory services, or who may be referenced or advertised in any manner on the Site. By allowing managers to use its advisory services to create a syndication or afund and to list open investment opportunities on their profile pages within the Site, and even by investing in a manager through an affiliated entity, Verivest is not recommending investing in any one or more of those opportunities—it is allowing managers to provide the information solely to make accredited and otherwise qualified investors aware of potential opportunities. AllINVESTOR Users MUST conduct their own due diligence and should consult with competent legal and financial advisors before investing in any opportunities or with any managers they may find on the Site.
None of the securities and real estate investment opportunities described on the Site have been registered under the SecuritiesAct, and all are being advertised by their respective sponsor or manager inreliance on certain exemptions provided in of Section 4(2) of the SecuritiesAct and Regulation D, Rule 506, and Regulation S, promulgated under theSecurities Act. Securities and real estate investment opportunities sold through private placements, including those listed on the Site, are restricted and not publicly traded, and are therefore illiquid. All private investments, including those listed on the Site, involve risk and uncertainty, including lower than projected returns and a complete loss of invested capital. The investment opportunities identified on the Site are intended solely for experienced, qualified investors. Investors who cannot afford to lose their entire investment should not invest in private offerings like those listed on this Site.
Neither the U.S. Securities and Exchange Commission nor anystate securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Site, and Verivest is not registered with or subject to the supervision of any of those entities.
Verivest may agree to provide advisory and consulting services in addition to the Services available through the Site. Among other things, Verivest currently offers the following advisory products: 1) FundCreation; 2) Ongoing Fund Coaching; 3) New Fund Consultation; 4) PPM Review; 5)Financial Modeling; and 6) Capital Raise Starter Kit. The scope of services involved in each of these products is described below. We may also agree to provide additional types of advice and consultation in exchange for agreed upon fees. The scope, pricing, and other specific terms and conditions of each such advisory engagement will be agreed upon by the User and Verivest. In addition to those agreed upon terms, the following terms and conditions apply:
Users may engage Verivest to provide advice and consultation regarding the formation of pooled fund opportunities. Except as otherwise agreed by Verivest and the User, a Fund Creation project will be limited to the organization, structuring, and creation of a term sheet (a “Term Sheet”) for a proprietary pooled investment fund or a one-off real estate syndication (the “Offering”) for User. The User will be responsible for any financial modelling needed to evaluate the Offering’s structure, engaging competent securities counsel to review the Term Sheet and draft appropriate offering documents, and taking all other steps necessary to launch, capitalize, and operate the Offering.
In connection with its Fund Creation services, Verivest has entered into referral relationships with law firms that are qualified to create offering documents based on the Term Sheet drafted by Verivest and a User. Specifically, these law firms have agreed to create a private placement memorandum, subscription agreement, and operating agreement for the fund described in a Term Sheet provided to them by Verivest in exchange for fees that are subject to an agreed upon cap. The costs of providing any additional services, including making changes to the terms of the finalized Term Sheet, drafting operating agreements for entities other than the fund described in the Term Sheet, making state blue sky or other regulatory filings, or any other services, will not be included in the agreed upon cap, but may be provided for additional fees, as agreed upon by the User and the law firm. If a Fund Creation User engages a law firm recommended by Verivest, that User will be required to enter into a separate engagement agreement with the law firm and will be the law firm’s client. Fund Creation Users may also elect to use legal counsel other than the law firm Verivest refers them to, but Verivest strongly encourages Fund Creation Users to engage with one of Verivest’s referral law firms, and Fund Creation Users will be solely responsible for the costs of retaining alternative counsel.
The specific steps involved in a Fund Creation engagement and creating the Term Sheet will be limited to the following:
For Users who engage Verivest for Fund Coaching, Verivest will make a Subject Matter Expert available for up to 120 minutes per month of telephone or video consultation, subject to a 30-minute, per-call minimum, concerning any issues relevant to User’s fund or syndication offerings. Any unused coaching time, including unscheduled calls and calls that last for less than 120 total minutes (total) in a 30-day period, will be forfeited, and cannot be rebooked or rolled over into the next month. The User will identify in advance the topics to be discussed on each call to enable Verivest to identify the appropriate Subject Matter Expert and prepare for the call. Verivest will provide business advice, feedback and opinions concerning the topics discussed. Ongoing Fund Coaching does not include any document creation or review by Verivest and is limited to the time spent on the phone or video talking with the User. Fund Coaching is subject to a minimum commitment by User and Verivest of two months, which will be billed in advance. After the initial two month minimum, the engagement will be billed in advance on a month-to-month basis.
NEW FUND CONSULTATION
For Users who engage Verivest for New Fund Consultation, Verivest will make a Subject Matter Expert available for two one-hour calls to discuss a potential new product offering by User. Verivest will obtain information from a Fund Creation User concerning the fund or syndication User is planning to launch in advance of the first call. Based on that and the information provided during the calls, Verivest will provide business advice, feedback and opinions concerning User’s potential product offering. New Fund Consultation does not include any document creation or review by Verivest. If, however, User engages Verivest for a fund creation project within six months after a New Fund Consultation project, Verivest will provide User a credit against the applicable fees for the new Fund Creation project in an amount equal to 50% of the fees paid by User for the New Fund Consultation engagement.
For Users who engage Verivest to conduct a PPM Review, Verivest will provide the following services:
FINANCIAL MODELING TOOLS
Users may purchase financial modeling tools from Verivest to assist with a User’s financial modeling efforts to evaluate the feasibility of a planned Offering, estimate potential returns based on the User’s assumptions about the Offering, and to consider the impact of various factors on the potential performance of the User’s planned Offering. Verivest offers a basic financial calculator on its website. Verivest will also make a more sophisticated financial model template available to Users who engage it for this service. Neither the financial calculator nor the financial model template include any coaching services, which must be purchased separately.
USERS WHO USE VERIVEST’S FINANCIAL MODELING TOOLS ACKNOWLEDGE AND AGREE THAT THERE ARE MULTIPLE WAYS TO MODEL THE POTENTIAL FINANCIAL PERFORMANCE OF AN OFFERING, AND THAT ANY FINANICIAL MODELING IS NECESSARILY INCOMPLETE, MAY NOT ACCURATELY CAPTURE OR REFLECT ALL VARIABLES THAT CAN ULITIMATELY IMPACT AN OFFERING, AND MAY INCLUDE ERRORS THAT MATERIALLY IMPACT THE ACCURACY OF THE MODEL. NO FINANICIAL MODELING IS LIKELY TO PREDICT THE ACTUAL PEROFRMANCE OF AN OFFERING, AND EACH USER AGREES NOT TO MAKE ANY REPRESENTATION TO INVESTORS OR POTENTIAL INVESTORS THAT IS INCONSISTENT WITH THIS DISCLAIMER. If a User provides a financial model to any investor or potential investor, it will include appropriate disclaimers with that model, and will indemnify and hold Verivest harmless from any claims or damages asserted by an investor based on or relating in any way to the model provided by Verivest.
Each User who engages Verivest to provide a financial modeling template agrees further that its right to use the financial model template Verivest provides is limited to the license rights granted in the Intellectual Property section of this Agreement, and is specifically limited to using the model in connection with the Offering the User hired Verivest to model.
CAPITAL RAISE STARTER KIT
Users may purchase a Capital Raise Starter Kit from Verivest. A Capital Raise Starter Kit is a document that identifies a variety of potential ideas and strategies for raising capital for an Offering from passive investors, including guidance around ideas, techniques, and strategies that other capital raisers have successfully used to raise capital, which ideas and strategies may be appropriate and relevant to the User based on Verivest’s understanding of their specific circumstances, how a User might best decide where to prioritize time, effort, money, and other resources when attempting to raise capital for an Offering, and other appropriate feedback and guidance. The Capital Raise Starter Kit template does not include any coaching services, which must be purchased separately.
Verivest makes no representation or warranty that Users will be able to raise capital using some or all of the techniques described in a Capital Raise Starter Kit, and expressly disclaims any such representation or warranty. Each User’s right to use the Capital Raise Starter Kit provided by Verivest is limited to the license rights granted in the Intellectual Property section of this Agreement, and is specifically limited to using the Kit in connection with its own capital raising efforts.
PITCH DECK TEMPLATE
Users may purchase a pitch deck template from Verivest. A pitch deck template is a document that identifies a variety of potential ideas and strategies for putting together a pitch deck for an Offering that a User can use as a starting point to draft a pitch deck specific to User’s planned Offering. The pitch deck template is only a template that a User should consider a starting point for a pitch deck of User’s own creation, and should not be copied or used verbatim. The Pitch Deck Template does not include any coaching services, which must be purchased separately.
BEFORE USING ANY PITCH DECK OR OTHER MATERIALS TO MARKET AN OFFERING TO PRIVATE INVESTORS, EACH USER MUST ENGAGE COMPETENT SECURITIES COUNSEL TO REVIEW AND APPROVE THE MATERIALS. VERIVEST MAKES NO REPRESENTATION OR WARRANTY THAT ANY OF THE INFORMATION INCLUDED IN THE PITCH DECK COMPLIES WITH SECURITIES LAW OR APPLICABLE STATE OR FEDERAL RULES AND REGULATIONS RELATING TO THE OFFERING OF SECURITIES, AND EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION TO THE CONTRARY.
If a User provides a pitch deck to an investor or potential investor that is based in any way on Verivest’s pitch deck template, it will include appropriate disclaimers with that deck, and will indemnify and hold Verivest harmless from any claims or damages asserted by an investor based on or relating in any way to the pitch deck template purchased from Verivest.
Users who engage Verivest to provide administration Services will be subject to the following terms and conditions concerning those Services, unless otherwise agreed in writing by Verivest. Any services not expressly identified below are the User’s responsibility and will not be provided by Verivest except pursuant to a separate written agreement between User and Verivest.
To the extent purchased from Verivest by a User, and to the extent applicable to each User’s offering, Verivest’s administration Services are limited to the following activities and services performed by Verivest:
FULL ADMINISTRATION (includes Administration Lite Services, as Described Below)
The fund administration and investor services described above are subject to the following accounting assumptions.
Financial Reporting –
Cash and Bank transactions –
Loan Servicer reports –
Investor Distributions –
Each User who engages Verivest to provide administration services acknowledges and agrees that it is ultimately responsible for the proper administration of the Entity. Among other things, each User is responsible for reviewing and confirming the accuracy of any information provided to the Entity or its investors. Each User also acknowledges and agrees that Verivest’s ability and obligation to provide the services identified above is contingent on Client’s timely, accurate and sufficient performance of each of the following responsibilities:
It is each User’s sole responsibility to provide Verivest with correct information concerning that User’s operations, including all information needed to provide the Services, and to do so in a timely manner. Verivest will communicate applicable deadlines to administration services Users. If a User fails to timely provide information to Verivest or otherwise comply with these deadlines, Verivest’s work for User may be delayed and will be completed as and when the Verivest team’s availability allows. Verivest may also terminate an agreement to provide administrative services if a User fails to provide information in a timely manner. Verivest shall be entitled to rely on all information and representations provided by a User as factually true and not misleading, without further investigation or diligence. The representations made within any documents produced by Verivest shall be derived from the documentation and materials provided by User to Verivest, and are the sole responsibility of User.
Each User agrees to ensure the privacy and security of all investor, financial and other sensitive information relating to any Offering for which the User engages Verivest to provide administration Services. Among other things, administration Services Users agree to protect and not to disclose any password, account, or similar information used to access Verivest’s investor portal and other sources of information. Verivest is not responsible for, and User agrees to indemnify and hold Verivest harmless from, any claims or damages asserted by any party as a result of any breach of privacy or similar event caused in any way by User’s failure to safeguard against unauthorized access to Verivest’s systems or User account information.
You acknowledge and agree that Verivest’s accounting and other methodologies are not the only methodologies that could be used to provide the Services, and that different results could be achieved using other methodologies. Each User remains fully responsible at all times for the content of any communications with that User’s investors and clients, including communications relating to financial performance and results. It is the User’s complete and exclusive responsibility to comply with all requirements established under all federal and state securities laws, rules, and regulations. It is also each User’s responsibility to ensure that all communications with its investors and clients and other actions taken by User are in full compliance with all applicable laws. Verivest does not warrant or guarantee, expressly or implicitly, the accuracy of any information provided to User or its investors or clients.
TERM AND TERMINATION OF ADMINISTRATION SERVICES AGREEMENTS
Unless otherwise agreed to in writing by Verivest, including in Verivest’s existing contracts with Users that pre-date these Terms of Service, ALL ADMINISTRATION SERIVCES CONTRACTS INCLUDE A MINIMUM TERM OF 12 MONTHS. Subject to Verivest’s right to revise pricing based on 60 days’ written notice, as described in more detail below, Verivest’s pricing for administration services assumes a minimum term of 12 months. This minimum term allows Verivest to recover the costs of setting up a User’s accounts in its system and the other work needed to onboard a new client. Upon the expiration of the initial 12-month term of a User’s administration services contract, and any subsequent term, the User’s administration services contract will automatically renew for successive terms of 12 months each, unless User provides Verivest written notice of non-renewal at least 60 days prior to the end of the then-current term.
Verivest may terminate its administration services for any User at any time and for any reason, including no reason, on 60 days’ notice to the User, or on any shorter time period identified in these Terms of Service.
Online Investor Portal
Verivest’s online investor portal is an on-line investor management solution that allows Users to interact with current and prospective investors, provide them information about a manager and that manager’s open investment opportunities, and provide ongoing investor reporting and other relationship management tools. Any use of Verivest’s investor portal is subject to the following terms and conditions:
SERVICES RELATING TO INVESTOR PORTAL
Verivest will perform the following administration functions on behalf of each Entity using Verivest’s online investor portal at User’s request and subject always to User’s final approval of all actions taken, all for the specific purposes for which the Entity has been formed:
User acknowledges and agrees that its use of the investor portal and Verivest’s ability and obligation to provide the Services identified above in connection with the User’s use of the investor portal is contingent on User’s timely, accurate and sufficient performance of each of the following:
Any Services not expressly identified above are User’s responsibility and will not be provided by Verivest except pursuant to a separate written agreement between User and Verivest.
MANAGER OVERVIEW PAGES, “VERIVEST VERIFIED,” TRACK RECORD INFORMATION
Each manager User is ultimately responsible for the content of that manager’s overview page and any other content posted on the Site. Some of that content is posted by Verivest based on information provided by the manager and some of it may be edited directly by the manager. Verivest, however, retains all rights to edit or delete any content on the Site in its sole discretion. Verivest makes no independent effort to confirm the information in a manager’s profile, including information available to Users on the Site.
BY INCLUDING MANAGER OVERVIEW PAGES IN THE ONLINE INVESTOR PORTAL, IDENTIFYING A MANAGER AS “VERIVEST VERIFIED,” LISTING AN OPEN OPPORTUNITY ON THE SITE THROUGH THE MANAGER’S PROFILE, AND BY PROVIDING THE OTHER SERVICES VERIVEST PROVIDES THROUGH THE SITE, VERIVEST IS NOT ENDORSING OR RECOMMENDING ANY MANAGER OR ANY SPECIFIC OPPORTUNITY, AND VERIVEST EXPRESSLY DENIES AND DISCLAIMS ANY IMPLICATION TO THE CONTRARY.
A manager’s overview page may indicate that the manager is “Verivest Verified.” This designation indicates that the manager has met the following criteria:
By identifying a manager as “Verivest Verified,” Verivest represents and warrants only that it believes, based on its reasonable, good faith efforts, that the criteria stated above have been met. Verivest uses good faith efforts to track each Verified manager’s obligation to update their background checks on at least an annual basis, and to update its designations of the manager’s profiles if this requirement is not met. Verivest does not, however, guarantee that these updates will occur annually in a timely manner or at all, and there is some chance that Verivest may not have completed a new background check for managers designated as Verified more than one year previously. Verivest attempts to minimize such situations but cannot represent that every Verivest Verified manager is completely up to date 100% of the time.
All information included in a manager User’s profile is provided by the manager, and Verivest makes no representation or warranty that information contained on the Site is accurate or complete. Verivest disclaims all other representations and warranties, express or implied. IT IS ENTIRELY POSSIBLE THAT A VERIVEST VERIFIED MANAGER HAS FAILED TO PROVIDE INFORMATION THAT MAY BE NEGATIVE, HARMFUL, OR OTHERWISE CONTRARY TO REPRESENTATIONS MADE ON THE SITE.
Although Verivest does not currently provide track record verification services, it previously did. Some managers who previously had their track records verified by Verivest may still indicate on their profile page that certain elements of their track record have been verified. For those specifically identified elements of a manager’s track record only, a designation that Verivest has verified that information means only that, in exchange for an agreed upon fee, Verivest has taken what it believes to be reasonable, good faith efforts sufficient to determine that the designated information is accurate using sources and materials that Verivest believes to be reasonably reliable. For more information about the steps Verivest may have taken to verify track record information, please contact us at email@example.com.
Verivest does not (and cannot) represent or warrant that any information it has verified about a manager’s track record is 100% accurate or complete. While Verivest attempts in good faith to achieve a reasonable level of certainty that the reported information it verifies is accurate and complete, it is entirely possible that the information it relies upon in its verification process is inaccurate or potentially even fraudulent. Reasonable people may also disagree about the level of certainty or proof that should or is able to be achieved for reported track record information to be considered “verified,” and they may also disagree about how to appropriately calculate or represent certain information like reported returns.
OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES ABOUT WHAT VERIVEST DOES TO VERIFY A MANAGER’S TRACK RECORD THAT ARE CONTAINED IN THESE TERMS OF SERVICE, VERIVEST EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES ABOUT TRACK RECORD INFORMATION CONTAINED ON THE SITE. VERIVEST’S REVIEW OF A MANAGER’S TRACK RECORD SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR DOING COMPLETE DUE DILIGENCE ON A MANAGER BEFORE PURCHASING ANY SECURITIES FROM OR OTHERWISE INVESTING WITH THAT MANAGER USER. ALL USERS MUST CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND SHOULD CONSULT WITH THEIR OWN LEGAL AND FINANCIAL ADVISERS BEFORE MAKING ANY INVESTMENT WITH A MANAGER USING THE SITE OR THE SERVICES.
Managers using Verivest’s online investor portal can include open opportunities on their overview pages on the Site. By listing an opportunity in their overview or engaging Verivest for administration services, each manager User agrees to allow Verivest to share the names, mailing addresses, telephone numbers, email addresses, and any similar contact information of all investors in that offering with other investors in the same offering, including upon the request of any of the other investors if Verivest believes that the request is made in good faith for a good reason, such as a need to take collective action to enforce a manager’s obligations with respect to the offering. The information we may share in this context includes all information we receive about investors in each offering, including information provided to us by the manager of that offering and information provided directly by each investor.
Investment opportunity overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities that have been written and provided by the manager User listing that opportunity—not by Verivest. Verivest makes no attempt to confirm the information contained in those summaries, which are intended for informational purposes only and do not purport to be complete. Each summary is qualified in its entirety by reference to the more detailed discussions contained in the applicable investor offering documents that will be provided solely by the manager User posting that information. The information about open opportunities that is available on the Site does not take into consideration any specific User’s investment requirements or financial situation, and potential investors should consult with their own professional tax, legal and financial advisors before making any investment.
IN ADDITION TO THE MORE GENERAL DISCLAIMERS CONTAINED ELSEWHERE IN THESE TERMS, VERIVEST EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO THE PERFORMANCE OF ANY INVESTMENT OPPORTUNITIES DESCRIBED ON THE SITE. THE MANAGERS OFFERING INVESTMENT OPPORTUNITIES ON THE SITE ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE REPRESENTATIONS ON THE SITE ABOUT THE OPPORTUNITIES BEING PRESENTED. LISTING AN OPEN OPPORTUNITY ON THE SITE DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF THE MANAGER OFFERING THAT OPPORTUNITY OR OF THE OPPORTUNITY ITSELF. VERIVEST UNDERTAKES NO OBLIGATION TO UNDERWRITE, APPROVE, OR REVIEW ANY LISTED OPPORTUNITY OR ANY INFORMATION CONTAINED THEREIN. ALL INFORMATION ABOUT AN OPEN OPPORTUNITY THAT IS INCLUDED ON THE SITE IS PROVIDED BY THE MANAGER, AND THE MANAGER IS SOLELY AND EXCLUSIVELY LIABLE FOR ANY ERRORS OR OMMISSIONS IN THAT LISTING. VERIVEST SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES ABOUT ANY OF THE OPEN OPPORTUNITIES LISTED ON THE SITE OTHER THAN THE EXPRESS REPRESENTATIONS INCLUDED IN THESE TERMS OF SERVICE.
Verivest may reject any request to list an open opportunity on the Site in its sole discretion.
Pricing and Payment
Current pricing for many of the Services is available on the Site. Other pricing, including pricing for administration and advisory Services, is available from Verivest upon request, and will be provided in the form of a written proposal. By accessing and using the Site or the Services, you are agreeing to pay the fees for the Services selected, including all passthrough costs described in the online description of fees or in any proposal. Except as otherwise agreed, all fees are subject to change without advance notice. We may also elect in the future to charge additional fees, including for services previously included without charge in the Services. Any changes to monthly pricing will become effective the first date of the calendar month immediately following the month in which the change is made. Your sole remedy for any pricing increases or other revisions to our pricing and billing practices will be to terminate the Services and your use of the Site.
For administration services, Verivest agrees to provide Users 60 days’ written notice of any pricing increases. Upon notice of a pricing increase for administration services, Users will have a one-time right to terminate their agreement for administration services within the 60-day notice period by providing Verivest with written notice of termination.
All fees are payable in advance and are fully earned and non-refundable when received by us. Termination of the Services for any reason by either of us does not give rise to any obligation by us to refund fees received prior to the date of termination.
BY ENTERING INTO THIS AGREEMENT, INCLUDING THROUGH A CLICK-THROUGH AGREEMENT, BY ACCEPTANCE OF A WRITTEN PRICING PROPOSAL, OR BY YOUR CONTINUING USE OF THE SITE OR THE SERVICES, YOU ARE AUTHORIZING US TO CHARGE THE CREDIT CARD OR BANK ACCOUNT YOU PROVIDE TO US FOR BILLING PURPOSES ACCORDING TO THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THIS AUTHORIZATION WILL REMAIN IN EFFECT UNTIL THE SERVICES ARE TERMINATED OR ENDED, AND YOU AGREE TO NOTIFY US OF ANY CHANGES TO YOUR CREDIT CARD OR ACCOUNT INFORMATION AT LEAST 15 DAYS PRIOR TO YOUR NEXT BILLING DATE. BY PROVIDING CREDIT CARD OR BANK ACCOUNT INFORMATION, YOU CERTIFY THAT THE PERSON PROVIDING IT IS AN AUTHORIZED USER OF THE CARD OR ACCOUNT AND THAT YOU WILL NOT DISPUTE ANY PAYMENTS MADE CONSISTENT WITH THIS AGREEMENT WITH YOUR CREDIT CARD COMPANY.
Intellectual Property Rights and Ownership; Software License
Verivest and its licensors retain sole and exclusive ownership of the Software and other intellectual property used to provide the Services and operate the Site. Without limitation, this intellectual property includes (i) all software, computer code, and similar intellectual property used to provide the Software and the Services, (ii) the visual interfaces, graphics, designs, systems, methods, information, “look and feel,” organization, and all other content used to provide the Services or available on the Site, other than User Content, and (iii) any documents or other materials provided to Users as the result of advisory or consulting Services (which, for purposes of this Agreement, are considered “Forms”).
Contingent on your compliance in full with your obligations under this Agreement and any other agreements you may have with Verivest, including any agreement to pay for the Services, Verivest grants you a limited, revocable license to access and use the Services, the Software, the Forms, and the Site for the limited purposes of researching, making and managing investments with authorized Users who are lawfully using the Services, creating, marketing and selling investment opportunities to and managing your relationships with investors who are authorized Users lawfully using the Services consistent with this Agreement, and any other use of the Services authorized by Verivest. Verivest may revoke the licenses granted in this Agreement, in whole or in part, at any time and for any reason or for no reason.
YOUR LICENSE TO USE VERIVEST’S WORK PRODUCT IS A LIMITED, REVOCABLE LICENSE TO USE THE SOFTWARE AND THE FORMS AND OTHER DOCUMENTS CREATED THROUGH AN ADVISORY ENGAGEMENT FOR THE SPECIFIC INVESTMENT OPPORTUNITY YOU HAVE PAID VERIVEST TO HELP YOU CREATE AND MANAGE. ALL SUBSEQUENT AND RELATED OPPORTUNITIES REQUIRE YOU TO PURCHASE AN ADDITIONAL ENGAGEMENT WITH VERIVEST. YOU MAY NOT COPY, RE-USE, SELL, OR SUBLICENSE THE FORMS OR ANY OTHER DOCUMENTS RECEIVED FROM VERIVEST TO ANY OTHER ENTITY OR USE THEN FOR ANY OTHER OPPORTUNITY.
To the extent you provide any material to be displayed using the Services, including any material displayed on or accessible through the Site (“User Content”) you retain ownership of that User Content, but grant Verivest an unlimited license to use that User Content for the purpose of operating the Site and providing the Services. Without limitation, User Content may include text, graphics, charts, information, images, articles, reports, presentations and other material, as well as names, logos, trademarks and service marks. Nothing in this Agreement or any use of User Content consistent with this Agreement shall constitute a waiver of any trademark, copyright or other intellectual property rights by you or by us. Verivest reserves the right to enforce its intellectual property rights to the full extent of the law.
Restrictions on Use
By accepting the terms of this Agreement through your use of the Site, the Services, or both, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Site or the Services.
The Services and the content of the Site, including all Forms and other work product delivered to a User, may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, reverse engineered, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of Verivest in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Services; (ii) any derivative use of the Site or of the Services, or any portion thereof; (iii) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Site or the Services; or (iv) including any portion of the Site or Services on any other website, on a server computer or in documents, including but not limited to “mirroring” the information or displaying the information by means of HTML frames or similar means. Any unauthorized use of the Site or the Services is a violation of this Agreement and, if applicable, the Member Terms of Service Agreement, and may also violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
You warrant that when using the Site, the Services, or both, you will not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of the U.S. Securities and Exchange Commission or any other national or other securities exchange, and that your use of the Site and the Services is done in full regulatory and legal compliance. Among other things, you represent and warrant that you hold all necessary licenses, permits, and other authorizations required to conduct your business as conducted through the Site. You agree to use the Services and the Site only for purposes that are legal, proper and in accordance with this Agreement and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended), any applicable state “Blue Sky” laws, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). We may refer any suspected fraudulent, abusive, or illegal activity to appropriate law enforcement authorities.
In addition to all other restrictions on your behavior contained in this Agreement, by using the Services and accessing the Site, you are agreeing not engage in any of the following conduct:
Verivest reserves the right to change, suspend, or discontinue all or any part of the Site and the Services at any time without prior notice or liability, all with or without cause, and for any reason, including for engaging in any of these restricted activities.
The Site and the Services may include links to websites operated by third parties, including investment managers and other authorized Users of the Site who may or may not be affiliated with us. We do not endorse, have any responsibility for or make any representations about, any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third-party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of Verivest and you agree that we shall not be responsible for any information or additional links found at such site or location, or for your use of such information.
Third-Party Terms of Service
Certain aspects of the Services are provided using software and other services provided by third-party vendors pursuant to licenses with us. By using the Services or accessing the Site, you are agreeing to be bound by all applicable license agreement and terms of service or use governing those third-party products and services. Please contact us for more information about the vendors currently in use and links to their terms of service.
Consent to Receive Electronic Communications
By accessing or using the Services, including the Site, you consent to receive all communications from us electronically and you confirm that you can access, receive and retain such communications, which may include communications, terms, disclosures, notices, and statements that we provide to you in connection with your use of the Services or activities on the Site. We will provide these electronic communications to you by posting them on the Site or emailing them to you at the email address associated with your use of the Services. All such communications will be considered received by you within 24 hours after the time we post it to our website or email it to you. You must keep all email addresses associated with your use of the Services updated in order to receive communications from us.
Investor Due Diligence
BY USING THE SERVICES AND THE SITE TO RESEARCH, MAKE, OR MANAGE INVESTMENTS IN PRIVATE SECURITIES ISSUED OR MANAGED BY OTHER USERS, YOU ACKNOWLEDGE AND AGREE THAT ALL SUCH INVESTMENTS ARE INHERENTLY RISKY, AND YOU ARE ASSUMING ALL RISKS ASSOCIATED WITH MAKING SUCH AN INVESTMENT. YOU ACKNOWLEDGE THAT VERIVEST AND ITS AFFILIATED COMPANIES WILL ONLY CONDUCT THE LIMITED ACTIVITIES DESCRIBED IN THIS AGREEMENT AS NEEDED TO CONFIRM THAT A MEMBER IS “VERIVEST VERIFIED” OR TO PROVIDE ADMINISTRATION SERVICES, AND THAT ANY ACTIVITIES VERIVEST MAY HAVE PERFORMED MIGHT BE FLAWED, DATED, OR INACCURATE, OR MAY FOR A VARIETY OF REASONS BE UNRELATED TO ANY DUE DILIGENCE YOU MAY NEED TO DO TO SAFELY MAKE SUCH AN INVESTMENT FOR YOUR PURPOSES. YOU ALSO ACKNOWLEDGE THAT YOU HAVE NO RIGHT TO RELY SOLELY ON ACTIVITIES THAT VERIVEST OR ITS AFFILIATES HAVE DONE IN MAKING YOUR INVESTMENT DECISIONS. YOU WILL CONDUCT YOUR OWN DUE DILIGENCE ON ALL OPPORTUNITIES IN WHICH YOU MAY BE INTERESTED.
BY USING THE SERVICES, YOU UNCONDITIONALLY AND FOREVER RELEASE VERIVEST AND ITS AFFILIATES AND THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS FROM ANY AND ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING THE SITE, AND ANY INFORMATION PROVIDED BY OTHER USERS, EVEN IN THE EVENT OF OUTRIGHT FRAUD BY PARTIES OTHER THAN VERIVEST, WHETHER OR NOT IT COULD HAVE REASONABLY BEEN KNOWN OR FORESEEN AT THE TIME OF INCEPTION OR AT ANY TIME THEREAFTER.
Neither Verivest nor any of its affiliates endorse or have any control over any User Content, including any securities or investment opportunities offered or sold by Users through the Site or the Services, and we expressly disclaim any and all liability in connection with any such User Content. We will not be responsible for the accuracy, usefulness, truthfulness, safety, validity, forthrightness, completeness, or intellectual property rights of or relating to such User Content. You use the Services, including the Site, solely at your own risk. You understand, acknowledge and agree that you are entirely responsible for the consequences of all your use of or reliance on the Service, any User Content, or the Site.
You acknowledge and agree that any content and information you may access through the Services or through the Site has been provided by parties other than Verivest and that nothing contained on the Site may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment, or of any investment manager, by Verivest. Verivest is not providing the Services or the Site to provide investment or other advice and nothing therein should be deemed to be a recommendation that you buy, sell, or hold any security or other investment. You further acknowledge and agree that Verivest does not provide any tax, legal, accounting or other professional advice in connection with the Services or with any investments you might offer or make. In using the Services and making any investment decisions, you must rely on your own examination of an investment, including the merits and risks involved, and consult with your own legal, financial, and other advisors prior to making any investment, or offering or selling any securities to other Users.
THE SERVICES, INCLUDING THE SITE AND THE FORMS, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND, EXCEPT FOR THE EXPRESS, LIMITED REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT. BY USING THE SERVICES, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER VERIVEST, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS (OTHER THAN USERS PROVIDING USER CONTENT THAT INCLUDES EXPRESS REPRESENTATIONS), DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, LICENSORS OR THE LIKE (COLLECTIVELY “REPRESENTATIVES”) WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT FOR THE EXPRESS, LIMITED REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT, NEITHER VERIVEST NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND VERIVEST AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT, ALL TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, VERIVEST ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE. VERIVEST EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES COMPLY WITH SECURITIES OR OTHER LAWS. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS.
As a condition to your use of the Services, the Site, or both, including the Forms, and given the pricing for which Verivest makes the Services and Site available to you, as well as the possibility of Verivest becoming involved in litigation, including securities litigation, or incurring other losses as a result of your real estate investment activities, for reasons over which Verivest has little or no control, you agree to indemnify and hold Verivest, together with its affiliated or related companies and each of their respective managers, members, officers, employees, affiliates, advisors, attorneys, agents, assigns, and related individuals and entities (collectively, the “Indemnified Parties”) harmless from and against any and all losses, claims, liabilities, deficiencies, causes of action, costs, expenses, and damages, including attorney fees and other costs of defense (collectively, “Losses”) to the extent those Losses directly or indirectly arise out of or relate in any way to: (a) the Services or your use of the Services or the Site, (b) your use of any Forms or other documents created using any advisory services or otherwise provided to you by Verivest, (c) your purchase or sale of any securities or participation in any investment opportunity identified or completed using the Services or the Site, (d) your breach of this Agreement, and (e) any action (or inaction) you take or decision you make in reliance on or as facilitated by the Services. These indemnity obligations do not apply to, and you will not be liable for, any Losses resulting from any fraudulent or willful acts or omissions of any Indemnified Party.
Limitations of Liability
BY USING THE SERVICES, THE SITE, OR BOTH IN ANY WAY, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SERVICES AND THE SITE IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, THE SITE, OR BOTH; AND (iii) THAT IN NO EVENT SHALL VERIVEST OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EXCEPT FOR OTHER USERS MARKETING INVESTMENT OPPORTUNITIES) BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR USE OF THE SERVICES, THE SITE, OR BOTH TO CREATE OFFERING DOCUMENTS, TO OFFER AND SELL SECURITIES TO INVESTORS, OR TO MANAGE YOUR RELATIONSHIPS WITH INVESTORS, (b) YOUR PURCHASE OR SALE OF ANY SECURITIES OR PARTICIPATION IN ANY INVESTMENT OPPORTUNITY USING THE SERVICES, (c) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE SERVICES OR THE SITE, INCLUDING ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE, (d) ANY ERRORS OR OMISSIONS IN THE SERVICES, THE FORMS, OR ANY OTHER DOCUMENTS OR OTHER DELIVERABLES PROVIDED TO YOU BY VERIVEST (e) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SERVICES OR THE SITE, AND (f) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE OR OTHER COMPUTER MALFUNCTION, IN EACH CASE INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND LOSS OF OR DAMAGE TO PROPERTY, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF VERIVEST OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES.
Severability and Waiver
If any provision of this Agreement is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of Verivest to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.
Termination of the Agreement
Verivest reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and your access to all or any part of the Services, the Site, or both) at any time and for any reason without prior notice or liability. Upon any termination of this Agreement, you must promptly stop any use of the Services and the Site. If this Agreement is terminated, any provisions that need to survive termination of this Agreement in order to have their intended force and effect shall survive.
Governing Law and Venue
The Services and the Site are made available to you from the State of Oregon in the United States. They are not intended for use by non-U.S. persons. If you elect to access or use the Site or the Services from outside of the United States, we make no warranties that materials on the Site or otherwise provided to you are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Services or the Site to the extent you are restricted from doing so by any local, state, national or international laws. The laws of the State of Oregon, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement).
By using the Services, the Site, or both, you expressly and irrevocably agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Multnomah County Oregon for the purpose of resolving any dispute relating to your access to or use of the Site or the Services. Notwithstanding the foregoing, you expressly acknowledge and agree that Verivest may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this requires you to submit any disputes related to the use of the Site or the Services to final and binding arbitration in the State of Oregon.
Class Action and Arbitration
By using the Services, including the Site, you irrevocably agree that if any dispute should arise between you and us, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.
You irrevocably agree that Verivest, at its sole discretion, may require you to submit any disputes arising from the use of the Services, the Site, or this Agreement, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of Oregon and will take place in Portland, Oregon.
Thank you for using the Services, including the Site. Please contact us at support@Verivest.com if you have any questions about our Services, the Site, or this Agreement. Electronic mail or other communications through the Site to us (or any of our employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.
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Verivest is not registered with the SEC or any similar state agency, is not an investment advisor and does not offer investment advice. Verivest does not (and cannot) recommend any of the investment managers or investment opportunities referenced on this site. All private investments involve risk and uncertainty, including lower than projected returns and a complete risk of loss of invested capital. Investors should conduct thorough due diligence and consult with qualified legal and financial advisors before making any investment decisions.