Effective October 1, 2018
Acceptance of the Terms
In order to access certain features of the Services, you will have to create an account and become a registered user of the Website and the Services. In connection with registration for the Website and the Services, you may be asked to enter a separate agreement with Alumshares, the terms of which are hereby incorporated into these Terms by reference. If you are entering into these Terms on behalf of an entity or any third-party, you represent that you have the legal authority to bind that entity or third-party to these Terms. Your agreement to these Terms will be treated as the agreement of the entity you represent. BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE WEBSITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USE OF THE WEBSITE OR THE SERVICES.
Changes to the Terms
Your use of the Website and the Services is governed by the then-current version of the Terms in effect on the date of such use. Alumshares may, at its sole discretion, modify the Terms and/or other policies and procedures governing the Website and/or the Services at any time without notice or liability by posting the modified Terms, policies or procedures to the Website and revising the "Effective" date. Your continued use of the Website and/or the Services after modified Terms have been posted or otherwise provided to you constitutes your agreement to be bound by the then-current Terms. It is therefore important that you review the Terms regularly. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AS SO MODIFIED, YOU ARE NOT AUTHORIZED TO ACCESS THE WEBSITE AND/OR USE THE SERVICES, AND YOU MUST IMMEDIATELY DISCONTINUE DOING SO.
The Website and the Services are offered only to User who are located or reside in the United States and are at least the legal age of majority in the jurisdiction in which they are located or reside. By using the Website or the Services, you represent that you are located or reside in the United States and are able to legally contract in the jurisdiction in which you are located or reside.
Access to the Website and the Services
Subject to your compliance with the Terms, Alumshares hereby grants to you a limited, non-transferable, non-exclusive right to access and use its proprietary, commercially available, hosted software product and related documentation via a Web-browser. Alumshares hosts and retains control over the software and only makes it available for access and use by you over the Internet through a Web-browser. Nothing in this Agreement obligates Alumshares to deliver or make available any copies of computer programs or code from the software to you, whether in object code or source code form. You may not rent, lease, distribute, or resell the software, or use the software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the software.
You may access the Website generally and/or browse generally without registering with the Website. In order to access certain features of the Website, you must register to create an account and meet certain criteria. You must complete the registration process by providing us with current, complete and accurate information, and you agree to immediately provide corrected information if any of the submitted information shall no longer be truthful, accurate, current and complete. You further represent and warrant that your use of the Website and the Services does not violate any applicable laws, rules or regulations. Without limiting any of Alumshares' other available legal remedies, if you provide any registration or other information that is untrue, inaccurate, or incomplete, or Alumshares has reasonable grounds to suspect that such is the case, Alumshares may immediately, and without notice to you, suspend or terminate your account and refuse any and all use by you of the Website and the Services. Your registration on the Website and your use of the Website and the Services are void where prohibited.
You will also choose a password and a user name. Alumshares reserves the right, in its sole discretion, to refuse registration of or cancel a user name and/or domain name. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify Alumshares 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 Alumshares and other Users by any use of your account, either authorized or unauthorized. You agree that your account will be self-directed or directed on your behalf by your designated investment advisor and that you are solely responsible for all investment decisions.
You agree that you will not create an account for any individual other than yourself (or, if applicable, the entity you represent). As a registered user of the Website, you agree that Alumshares may electronically provide you (via email or postings or links on the Website) with invoices, documents, notices and other communications regarding the Website, the Services and/or your use thereof, as well as special offers, promotions, commercial advertisements, marketing materials, etc. You agree that Alumshares may send the foregoing communications to you via your account or any email address(es) which you provide to Alumshares as part of your account registration or otherwise.
The securities offered on this Website, except where otherwise indicated, may only be purchased by "Accredited Investors," as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any securities offerings on the Website, you must register with the Website and qualify as an "Accredited Investor", except where otherwise indicated. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an "Accredited Investor." You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Website for purposes of subscribing to securities offerings as an "Accredited Investor," you represent and warrant that you satisfy at least one of the "Accredited Investor" categories.
YOU MUST MEET AT LEAST ONE OF THE "ACCREDITED INVESTOR" CRITERIA TO INVEST IN ANY OFFERING POSTED ON THE WEBSITE AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an "Accredited Investor," you shall immediately provide Alumshares with such information in writing.
Use of the Site and the Services
You agree that you will use the Website and the Services solely in a manner consistent with these Terms and the Alumshares mission described above. You assume all risk when using the Website and the Services, and you acknowledge that the Company cannot guarantee and does not promise any specific results from your use of the Website and the Services.
While some of the Services relate to legal, tax, investment or accounting matters, neither we nor any of the professionals providing such content are providing professional advice to you, and you acknowledge that there is no professional relationship (including without limitation any attorney-client relationship) between you and any of the same, unless you and such party specifically agree otherwise.
The information and the Services provided on the 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 where Alumshares is not authorized to provide such information or Services. Some of the Services described in the Website may not be available in all jurisdictions or to all Users.
You represent and warrant to Alumshares that you own all rights in and to your User Content (as hereinafter defined), or otherwise have all the rights, power and authority legally required to grant Alumshares the rights in your User Content pursuant to the Terms and the posting of your User Content on or through the Website does not violate the Terms or violate the privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights and trademarks), contract rights or any other rights of any person or entity, whether or not such person or entity is depicted or appears/performs in your User Content. You agree that you are solely responsible for the User Content that you post on or through the Website and any material or information that you transmit to other Users of the Website or the Services.
You agree that Alumshares has the right to perform all technical functions necessary to offer the Services, including, but not limited to, processing and transmitting email communications to and from you, and transcoding and/or reformatting your User Content. You do not have the right to use, copy or distribute any of the content posted on the Website, except as expressly authorized by the Terms. Any violation by you of the forgoing prohibitions may result in the termination of your account and your right to use the Website and the Services.
Alumshares reserves the right, but is under no obligation or duty, to at any time, and without notice, monitor activity on the Website to determine compliance with the Terms or to comply with any law, regulation or authorized government request. You hereby specifically agree to such monitoring. In the event that Alumshares does monitor the Website or the Services, Alumshares makes no representation or warranty that Alumshares will take any action whatsoever in connection with any of the monitored activities and Alumshares assumes no liability with respect thereto.
Interactions with Other Users
The Website or Services may allow you to interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other Users are not affiliated with or controlled by Alumshares or its affiliates, and Alumshares cannot influence the investments, information, advice or services provided by them. Your interaction with other Users is solely between you and such other Users.
Alumshares uses various techniques to verify the accuracy of the information provided by Users. However, in view of the limitations in verification on the Internet, Alumshares cannot confirm the identity of Users. We encourage you to use the various tools and content available on the Website, as well as elsewhere, to evaluate the Users with whom you are dealing.
You acknowledge that there are risks of dealing with other Users acting under false pretenses, and you assume the risks of liability or harm of any kind in connection with transactions of any kind relating to goods and/or services that are the subject of transactions using the Website. Such risks shall include, but are not limited to, misrepresentation of information about a User, breach of warranty, breach of contract, and violation of third-party rights and consequent claims.
YOU AGREE THAT ALUMSHARES AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Furthermore, if you provide any investments, information, advice or services to other Users through the Website or the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Alumshares or its affiliates. If you have a dispute with one or more Users, you irrevocably and forever release Alumshares (and Alumshares's affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
You agree that you are responsible for your own conduct while accessing the Website, using the Services and for any consequences thereof. As a condition of your access to the Website and use of the Services, you are prohibited from (i) posting, uploading, exhibiting, communicating or distributing content which violates any applicable laws, rules or regulations or which Alumshares, in its sole and absolute discretion, deems to be inappropriate, (ii) engaging in conduct which violates any applicable laws, rules or regulations or which Alumshares, in its sole and absolute discretion, deems to be inappropriate, or (iii) using the Services for any purpose that is illegal, improper or not in accordance with these Terms or 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, any applicable state "Blue Sky" laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization's rules or regulations, and any applicable foreign laws, all as may be amended from time to time). By way of example, and not as a limitation, you agree that you may not:
You and other Users may submit, post, transmit and share comments or materials on or through the Website ("User Content"). You are solely responsible for User Content that you post, transmit, or share on or through the Website, as well as for any actions taken by Alumshares or other Users as a result of User Content. You agree and understand that you may be exposed to User Content posted by others that is inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that Alumshares makes no representations or warranties regarding User Content and is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to User Content. You hereby waive any legal or equitable rights or remedies you have or may have against Alumshares with respect to User Content posted by you or others. Alumshares has no obligation to monitor, review, control, or guarantee the accuracy or confidentiality of User Content. However, Alumshares reserves the right at all times (but will not have an obligation) to remove or edit any User Content in its sole discretion, with or without notice.
You represent and warrant that all information that you provide to Alumshares or through the Website is accurate, complete and truthful. Alumshares and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You retain all right, title, and interest in your User Content. By posting, transmitting, or sharing your User Content on or through the Website, you hereby grant to Alumshares and its affiliates, sublicensees, partners, designees, and assignees, a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit your User Content and derivatives thereof for any purpose and in any media form. You hereby affirm, represent, and warrant that: (i) you either own the User Content or have the necessary licenses, rights, consents, and permissions to grant the rights and license set forth herein, and (ii) the User Content or any use of the User Content pursuant to these Terms, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any intellectual property or proprietary right; (b) violate any applicable laws, rules, or regulation (including, without limitation, United States federal and state securities laws); or (c) require Alumshares to obtain a license from or pay fees or royalties to any third party.
All comments, bug reports, feedback, proposed modifications, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered by you through and for the Website and the Services or in response to solicitations made through the Website or the Services (collectively, "Feedback") is entirely voluntary and shall be deemed to be non-confidential and shall forever remain the sole property of Alumshares. You understand and acknowledge that Alumshares has both internal and external resources which may have developed, or may in the future develop, ideas, content, programming, etc. identical to or similar to your Feedback and you agree that Alumshares will not incur any obligation or liability to you or otherwise as a result of (i) any such similarities or (ii) Alumshares' review of any of the Feedback. Alumshares shall exclusively own, throughout the universe in perpetuity, and you hereby irrevocably assign, all rights of every kind and nature (whether currently existing or hereafter developed) in and to the Feedback and Alumshares shall be entitled to unrestricted use of the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation and/or submission to Alumshares of the Feedback. You hereby waive any and all of your rights with respect to the Feedback.
Certain Reserved Rights
Alumshares reserves the right, in its sole discretion and without notice, to change, delete, improve or correct any information, content, materials and descriptions provided on the Website and to suspend and/or deny access to the Services at any time, including, but not limited to, for scheduled or unscheduled maintenance, upgrades, improvements or corrections. Alumshares may discontinue or change any product or service described in or offered on or through the Services at any time. Alumshares further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Services at any time and for any or no reason and without any liability.
You agree that Alumshares will not be liable to you or to any third party for any such modification, suspension or discontinuance. Upon termination of your access to the Website or your use of the Services for any reason or no reason, you will continue to be bound by these Terms, which, by their nature, should survive any such termination. The information and materials on the Website may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Alumshares does not undertake any obligation or responsibility to update or amend any such information. You agree that Alumshares and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
Proprietary Property and Rights
Alumshares Proprietary Property
Alumshares, its affiliates, and its licensors own all right, title and interest in the Website and the Services, including, but not limited to: (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, "look and feel" organization, compilation of the content, code, and data, and (ii) all content on the Website, including, without limitation, all articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any User comments (collectively, the "Alumshares Proprietary Property"). The Alumshares Proprietary Property does not include User Content. The Alumshares Proprietary Property are protected by copyright, trademark, patent, trade secret, and other intellectual property laws and proprietary rights. You agree to comply with all applicable laws by not copying or using proprietary content, except as allowed by these Terms or by written consent of the owner of the proprietary rights. Alumshares hereby grants you a limited, revocable, non-sublicensable, non-exclusive, non-transferable license to display, utilize, download and print the Alumshares Proprietary Property for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of the Alumshares Proprietary Property. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the Alumshares Proprietary Property in any other way, except with the prior written permission of Alumshares. You agree that you will not develop or assist anyone else with developing a website or materials that are substantially similar to or based in substantial part on the Alumshares Proprietary Property. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the Alumshares Proprietary Property other than those rights expressly granted in these Terms. Except as explicitly permitted in these Terms, you do not have the right to use the Alumshares Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Alumshares Proprietary Property. Except as expressly provided by these Terms, your use of the Alumshares Proprietary Property is strictly prohibited.
Third Party Proprietary Property
The Website or the Services may contain proprietary property or content provided by third party licensors of Alumshares (such as logos, copyrights, trademarks, etc.) ("Third Party Proprietary Property"). Unless otherwise expressly provided by these Terms, your use of the Third Party Proprietary Property is strictly prohibited.
Use of Proprietary Property
Unless expressly provided by these Terms, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Alumshares Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Website. You acknowledge that Alumshares is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content. Alumshares does not endorse any content on the Website or any statement, opinion, suggestion or advice contained therein, and Alumshares expressly disclaims any and all liability in connection therewith. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Website. You further understand and agree that in the course of your use of the Website and the Services, you may be exposed to content on the Website that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against Alumshares with respect thereto.
Protecting Intellectual Property; Digital Millennium Copyright Act
Alumshares specifically prohibits Users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Website or the Services any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is Alumshares' policy to terminate, under appropriate circumstances, the account of Users who are determined to be repeat infringers.
If you are a copyright owner or an agent thereof and believe that any content made available via the Website infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Alumshares with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works, (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Website (providing the URL(s) of the claimed infringing material satisfies this requirement), (c) information reasonably sufficient to permit Alumshares to contact you, such as an address, telephone number, and, if available, an email address, (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf, and (f) your physical or electronic signature.
If you feel that any of your content was improperly removed or made unavailable to other Users, please contact Alumshares as set forth herein.
Pricing and Payment
Alumshares reserves the right to charge fees for use of the Website or specific Services, and may change the fees that it charges. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. You agree that, in addition to all other amounts payable under the Terms, you are responsible for paying all sales, use, value added or other taxes however designated, that are levied or imposed by reason of your use of the Website and the Services. Alumshares will charge the payment method you specify at the time of purchase. You authorize Alumshares to charge all sums as described on the Website for the Services you select, to that payment method. If you pay any fees with a credit card, Alumshares may seek pre-authorization of your credit card account prior to your transaction to verify that the credit card is valid and has the necessary funds or credit available to cover your transaction.
Securities Products; No Professional Advice Provided
You acknowledge that Alumshares is not a registered broker-dealer, investment advisor, investment company or crowdfunding portal and does not engage in any conduct that would require such registration.
None of the information contained on the Website or provided through the Services constitutes a recommendation, solicitation or offer by Alumshares, its affiliates or third-parties to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. All information contained on the Website or in the Services has been prepared without reference to any particular User's investment requirements or financial situation. Neither the Website nor the Services are 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, regulatory or self-regulatory organization or clearing organization, or where Alumshares is not authorized to provide such information or Services. Some Services may not be available in all jurisdictions or to all Users.
The Website and the Services and all content, services and features available through the Website and the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON ALUMSHARES OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. ALUMSHARES DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT ALUMSHARES AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.
Investor Acknowledgements and Responsibilities
You are a self-directed investor who is individually responsible for determining the suitability of your investment decisions. You must base your investment decisions upon all information reasonably available to you and your own assessment of risks and rewards. You are solely responsible for knowing the rights and terms for all investments you make. Alumshares is not responsible for the investment decisions made by you or on your behalf. Alumshares is not responsible for the strategies, actions or inactions taken with respect to your Investments through the Website or the Services. Alumshares is not responsible for the gains or losses you incur. The employees, agents and representatives of Alumshares are not authorized to give you investment advice, and any instructions you receive from Alumshares with respect to any investments will be limited to technical or administrative guidance.
Although the Website 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 Website. 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 Website or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the companies posted on the Website. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Website does not provide any of the foregoing advice or recommendations.
IN ADDITION TO, AND NOT IN LIMITATION OF, THE DISCLAIMERS, EXCLUSIONS ON WARRANTIES AND LIMITATIONS ON LIABILITY SET FORTH IN THE TERMS OF SERVICE, I AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW ALUMSHARES SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM OR RELATED TO ANY TRANSACTION IN SECURITIES CONDUCTED THROUGH THE WEBSITE OR THE SERVICES.
Disclaimers and Warranties
THE SERVICES, THE WEBSITE, THE ALUMSHARES PROPRIETARY PROPERTY, USER CONTENT, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WHEN AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALUMSHARES DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE WITH LAWS, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE FOREGOING, ALUMSHARES MAKES NO REPRESENTATION OR WARRANTY (A) WITH RESPECT TO THE MERITS AND RISKS OF ANY TRANSACTIONS MADE BY OR THROUGH THE WEBSITE OR THE SERVICES, OR (B) THAT USE OF THE SERVICES AND WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Without limiting the generality of the foregoing, Alumshares makes no warranty or representation as to the completeness or accuracy of the information provided on the Website, nor as to any issuer's compliance with securities law. To the maximum extent permissible under law, Alumshares assumes no liability or responsibility for any errors or omissions in the content of the Website.
Alumshares does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Website, and has not performed any investigation into such information. Alumshares 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 Website is at your sole risk. Alumshares is entitled to rely upon the information provided by its Users. You acknowledge and agree that Alumshares does not provide any representation, warranty or assurance that the offering on the Website are made in accordance with 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 Website, is responsible for ensuring that any securities offering is done in accordance with state, federal law and regulation promulgated by the Securities and Exchange Commission and Financial Industry Regulatory Authority. We make no representation or warranties regarding the legality or compliance of any offering.
BY USING THE WEBSITE AND/OR THE SERVICES, YOU AGREE TO USE YOUR OWN JUDGMENT, CAUTION AND COMMON SENSE IN MANAGING ALL CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS OFFERED AND YOU AGREE THAT ANY USE YOU MAKE OF SUCH CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT ALUMSHARES DOES NOT EVALUATE OR GUARANTEE AND SHALL NOT BE RESPONSIBLE FOR THE, INFORMATION, COACHING, ADVICE AND/OR FEEDBACK SERVICES GIVEN THROUGH THE WEBSITE OR THE SERVICES. ALUMSHARES IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM YOUR RELIANCE ON ANY OF THE FOREGOING CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS.
ALUMSHARES IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY USER OR THIRD-PARTY CONTENT POSTED ON, THROUGH OR IN CONNECTION WITH THE WEBSITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT THAT IS UNAUTHORIZED OR VIOLATES THE TERMS, AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF ALUMSHARES. UNDER NO CIRCUMSTANCES SHALL ALUMSHARES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE WEBSITE OR THE SERVICES, FROM ANY CONTENT POSTED ON THE SITE OR THROUGH THE SERVICES (WHETHER SUCH CONTENT VIOLATES THE TERMS OR NOT), FROM ANY SERVICES OFFERED THROUGH THE WEBSITE OR FROM THE CONDUCT OF ANY USER OF THE WEBSITE OR THE SERVICES OR ANY USER OF ANY LINKED SITE (REGARDLESS OF WHETHER SUCH CONDUCT VIOLATES THE TERMS, OR WHETHER SUCH CONDUCT IS ONLINE OR OFFLINE).
ALUMSHARES ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY OF YOUR COMMUNICATIONS ON OR THROUGH THE WEBSITE. ALUMSHARES IS NOT RESPONSIBLE FOR ANY MALFUNCTION OR OTHER PROBLEM WITH ANY TELEPHONE NETWORK, TELEPHONE LINES, COMPUTER ONLINE SYSTEMS, SERVERS, INTERNET SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR PLAYERS, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. ALUMSHARES DOES NOT GUARANTEE ANY RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE WEBSITE OR THE SERVICES AND ALUMSHARES MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE, THE SERVICES OR THE INFORMATION OR SERVICES PROVIDED THEREBY WILL MEET YOUR REQUIREMENTS. IF YOU ARE IN ANY WAY DISSATISFIED WITH THE WEBSITE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE WEBSITE AND/OR THE SERVICES. ALUMSHARES DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE WEBSITE, YOU AGREE THAT ALUMSHARES SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION.
To the fullest extent permissible by law, you agree to defend, indemnify, and hold Alumshares, and its directors, officers, employees, representatives and agents, harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, "Damages"), in any case arising out of or related to (i) your access to and/or use of the Website and the Services, including, without limitation, your use of the Wesbite and the Services in connection with any transaction in securities; (ii) a violation or breach by you, or any user of your account, of any provision of the Terms, including, without limitation, a breach of any of the representations, warranties or agreements set forth in the Terms; and/or (iii) any content that you post on or through the Website or the Services. Alumshares 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 Alumshares in the defense of any such claim, action, settlement or compromise negotiations, as requested by Alumshares. This defense and indemnification obligation will survive following the termination of your use of the Website and the Services.
Limitation of Liability and Damages
IN NO EVENT SHALL ALUMSHARES, ITS AFFILIATES, LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES) RESULTING FROM (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON THE WEBSITE OR THROUGH THE WEBSITE OR THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE WEBSITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF ALUMSHARES SERVERS AND/OR ANY AND ALL PERSONAL AND/OR OTHER INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR THROUGH THE WEBSITE OR ANY OF THE SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR THE SERVICES BY ANY THIRD PARTY, (VII) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, (VIII) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE TO YOU THROUGH THE WEBSITE OR THE SERVICES, AND/OR (IX) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ALUMSHARES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. ANY LIMITATION OF LIABILITY IN THESE TERMS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, BUT NO LIMITATION OF LIABILITY IN THE TERMS IS INTENDED TO LIMIT THE RIGHTS OF ANY PERSON UNDER FEDERAL AND STATE SECURITIES LAW.
YOU ACKNOWLEDGE AND AGREE THAT ALUMSHARES HAS OFFERED ITS SERVICES AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS, WARRANTIES AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS, WARRANTIES AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ALUMSHARES, AND THAT THE DISCLAIMERS, WARRANTIES AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ALUMSHARES. ALUMSHARES WOULD NOT BE ABLE TO PROVIDE THE WEBSITE AND THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
You may terminate your account at any time by contacting Alumshares. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you violate any provision of these Terms, your permission from Alumshares to use the Website or the Services will terminate automatically. In addition, Alumshares may, in its sole discretion, terminate your user account for the Website or Services or suspend or terminate your access to the Website or the Services at any time for any reason or no reason, with or without notice. Alumshares also reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Website or the Services or any suspension or termination of your access to or use of the Website or the Service. Upon termination or suspension, Alumshares may remove and discard any Alumshares Proprietary Property or User Content, and such materials and content may no longer be accessible by you. Alumshares will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party. Upon any such termination or suspension, any provision of these Terms, which, by its nature or express terms should survive, will survive such termination or suspension.
Except as explicitly stated otherwise, legal notices to Alumshares should be emailed to firstname.lastname@example.org. Legal notices to you will be provided either to the e-mail or mailing address you provide to Alumshares during the account registration process or posted on the Website. Notice will be deemed given twenty-four (24) hours after an e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Notice will be deemed given three (3) days after the date of mailing or posting on the Website, as applicable. You agree that all notices and other communications that Alumshares provides to you electronically (by email or by posting on the Website) satisfies any legal requirement that such notice or communication be in writing.
Governing Law; Disputes; Arbitration
Governing Law; Venue and Jurisdiction
These Terms shall be governed by, and construed in accordance with, the laws of the State of North Carolina, without regard to its conflict of law provisions. If a lawsuit or court proceeding is permitted under these Terms, then you and Alumshares agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Wake County, North Carolina for the purpose of litigating any dispute.
Disputes With Other Users
You are solely responsible for your interactions with Users of the Website and the Services, and any other parties with whom you interact on or through the Website, the Services and/or the Linked Sites. Alumshares reserves the right, but has no obligation, to become involved in any way with these disputes.
In the interest of resolving disputes between you and Alumshares in the most expedient and cost effective manner, you and Alumshares agree that every dispute between you and Alumshares arising in connection with the Terms or any other policies and procedures posted on the Website, the Website, the Services or any transactions arising out or in connection with the Services will be resolved by binding arbitration pursuant to the terms of the Arbitration Agreement posted on the Website.
These Terms (including the documents and instruments referred to in these Terms) constitute the entire agreement and understanding of the parties with respect to the subject matter of these Terms, and supersede all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.
Neither party will be responsible for failure to perform any obligation under these Terms due to causes beyond the reasonable control of such party, including, but not limited to, strikes, lockouts, riots, epidemics, war, government regulation, fire, flood, natural disasters, Acts of God, or inadequacies of equipment, or other cause beyond the reasonable control of such party.
If any provision of these Terms is found unenforceable, that provision will be deemed to be modified to the extent necessary to make it enforceable, while preserving its intent. If any provision of these Terms is nonetheless held unenforceable in any jurisdiction, the provision will be enforced to the maximum extent permissible in that jurisdiction, and the enforceability of the Terms in any other jurisdiction and of the remaining provisions in that jurisdiction will not be affected. You further agree to replace such void or unenforceable provision of these Terms with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
Waiver and Integration
A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms. These Terms and other referenced materials are the entire agreement between you and Alumshares with respect to the Services and the Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Alumshares with respect to the Services and the Website and govern the future relationship.
Alumshares has the right to assign its rights, and to delegate its obligations, under or in connection with the Terms, in whole or in part, to any third party. You do not have the right to assign your rights, or to delegate your obligations, under or in connection with the Terms, except if and to the extent explicitly permitted in the Terms.
The section titles found in the Terms are for convenience only and have no legal or contractual effect. Alumshares reserves all rights in and to the Website, including, without limitation, the Services and the other content posted thereon, unless otherwise expressly provided by the Terms. Alumshares reserves the right to modify or discontinue any aspect of the Website or th Services at any time without prior notice and without any liability to you.
Contact; Reporting of Violations
Except as otherwise provided herein, you may contact Alumshares at email@example.com. Please report any misuse of the Website or the Services or any violation of the Terms by sending an email to Alumshares at firstname.lastname@example.org.