Effective Date: June 2, 2017
Terms and Conditions of Use
Users of our Website Services who meet certain financial requirements may register an account and learn more about potential investment opportunities and those who wish to invest in any such opportunities must qualify as Accredited Investors (see below).
i. “Accredited Investor” is defined by the SEC in Rule 501 of Regulation D under the Securities Act of 1933 as follows:
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the person’s primary residence;
a director, executive officer or general partner of the company selling the securities;
a business in which all the equity owners are accredited investors;
a charitable organization, corporation or partnership with assets exceeding $5 million;
a bank, insurance company, registered investment company, business development company or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; or
a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
NOTE: With respect to persons accessing the Website from outside of the United States, references to “Accredited Investor” status shall include all relevant investor sophistication standard(s) applicable to persons in each such jurisdiction seeking to make private venture investments of such nature as enabled by the Website.
“Affiliates” means companies and divisions under the ownership of the Company or that own the Company.
“Company” means InstaLend Corporation, the owner and operator of the Website and Services.
“Content” includes all Text, Graphics, design and Programming used on the Website.
“Graphics” includes all logos, buttons, and other graphical elements on the Website, including the color combinations and the page layout of the Website, with the exception of trademarks and intellectual property belonging to third parties.
“Text” includes all text on every page of the Website, whether editorial, navigational, or instructional.
III. Use of the Website, the Services, and Our Role
The Website and Services are a technology platform intended to permit Accredited Investors to review and participate in real estate development investments submitted by potential borrowers. InstaLend provides the Website and the Services for the following purposes: (1) to disseminate information regarding InstaLend’s investment opportunities in connection with real estate lending opportunities to third party real estate owners; and (2) provide such information to potential investors seeking investments in such opportunities. All information provided by and through the Website and/or the Services is strictly for informational purposes only. Nothing contained herein shall constitute an offer to sell to or solicitation of an offer to purchase from any investor in any jurisdiction. Nothing contained herein is intended to aid in or form the sole basis of any investment decision. Each user is expected to perform his/her own full due diligence and ask questions, receive answers, and obtain additional information and conduct their own due diligence review concerning a particular investment. Any investment undertaken must comply with all legal requirements in each jurisdiction in which it purchases, offers, or sells securities.
Any securities summarized or made known to a user by and through the Website or the Services have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and any such offerings will be subject to additional disclosures and conditions related to the specific offering. The publicly accessible portions of the Website or the Services are not an offer to sell, nor an invitation or an offer to buy, any securities. Neither the U.S. Securities and Exchange Commission, nor any state securities commission or other regulatory authority, has approved or endorsed the merits of any offering identified, referenced, or disclosed through the Website or Services.
We attempt to ensure that information on the Website and the Services is complete, accurate and current. Despite our efforts, the information on the Website or the Services may occasionally be inaccurate, incomplete, or out of date, and we make no representation or promise to you about the completeness, accuracy, or timeliness of any information on the Website or the Services.
No Solicitation; No Advice Provided; Due Diligence Required
The investment opportunities to purchase securities that may be offered only through the Website and/or Services have not been registered under the Act of 1933, based upon the reliance on the exemptions from registration provided under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
None of the information contained on the Website or the Services constitutes a recommendation, investment advice, or a solicitation to buy or sell securities. InstaLend is not a registered broker-dealer, funding portal, or investment advisor under U.S. securities laws and does not conduct any activity that would require registration as such.
The information contained on the Website or the Services has been prepared by us without reference to any particular user’s investment requirements or financial situation, and does not constitute financial, legal, or tax advice. We do not guarantee the performance of any offerings made through its Website. To the extent that certain investment summaries and/or overviews made available on or through the Website and/or the Services contain summary information regarding the character of the investment opportunities and/or lending opportunities, as well as their principal business terms, such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in any investor document package (including but not limited to a private placement memorandum or other offering circular or prospectus) relating to any such investment opportunity. Any and all projections, estimates, and expectations for investments offered through the Website or the Services are merely opinions, which should not be relied upon for any purpose whatsoever. You are solely responsible for conducting your own legal, accounting or due diligence review of the offerings, and we strongly encourage you to consult with professional tax, legal and financial advisors before making any investment. Investment products are not FDIC-insured. They may lose value, and there is no bank guarantee.
Certain functions of the Website or the Services may require registration, such as posting or reviewing investment opportunities, responding to surveys, or participating in promotions or contests. If you register or provide information to us in any manner, you agree to provide only true, accurate, current and complete information. You are responsible for maintaining the security of your account, and you are fully responsible for all activities and actions that occur in connection with the account. If we issue a username and/or password to you, you agree to protect that information by, among other things, keeping your password and other information confidential. If, in spite of the foregoing obligation, you allow another party to use your account, you accept that you will be responsible for all use of the Website or the Services and all other activities performed by the party using your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security as soon as you become aware of or suspect it. We will not be liable for your acts or omissions, including but any damages of any kind incurred as a result of those acts or omissions. If you delete your account, we may still need to retain certain information for record keeping, administrative, legal, and technical purposes. By registering for an account, you grant us permission to send emails, surveys, offers, promotions and other marketing material to you via email, including both commercial content and transactional/relationship content. You may unsubscribe at any time.
Certain areas of our Website and Services are restricted to certain qualified, registered and authorized users. Specifically, investments offered through the Website or the Services are available only to “accredited investors,” as that term is defined in Rule 501 of Regulation D of the Securities Act. In summary, “Accredited Investor” means an individual: (a) with a net worth of more than one million U.S. dollars ($1,000,000.00) (excluding his/her primary residence), or (b) with a gross income for each of the last two years of at least two hundred thousand U.S. dollars ($200,000.00) or (c) with a combined three hundred thousand U.S. dollars ($300,000.00) with his/her spouse with the expectation of a similarly qualifying income during the current year. In some cases, we may require you to provide supporting documents as proof that you are an Accredited Investor.
You understand that under certain circumstances you may not participate in certain investment opportunities, without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify InstaLend in writing should any Disqualifying Events be applicable to you.
By registering as an Accredited Investor, you represent that you are an accredited investor pursuant to the Securities Act, are of legal age of majority in your jurisdiction, and have an understanding of, and ability and willingness to bear the consequences of, economic, financial and investment risk. You acknowledge that the value of investments and the income from them can both rise and fall. Past performance is not a guarantee of future performance. Investments described on the Website or the Services will target real estate investments that vary in size, scope, term, and return profiles, and therefore each potential investment may contain different degrees of risk. Any investment can only be offered subject to its own offering documents. By registering as an Accredited Investor and using the Website, you understand and acknowledge that all of the investments offered are inherently risky, and that you are comfortable with the possibility of losing your entire investment.
You hereby affirm and acknowledge (i) that real estate investments are generally highly risky, volatile, and unpredictable; (ii) the real estate industry, the real estate lending industry, and the real estate finance industry in general are subject to significant ebbs and flows and market shifts; (iii) that any investment opportunity you participate in by and through the Website or the Services may not generate sufficient cash flow, returns, and/or repayment monies to return your investment, provide sufficient cash flows, or otherwise satisfied any of your investment goals and/or budgetary requirements; (iv) you further affirm, acknowledge, and agree that the value of any underlying real estate property associated with any investment opportunity that you participate in by and through the Website and/or the Services may decline after such participation, thereby potentially lowering the value of your investment or the likelihood of achieving a return of your investment monies; and (v) you further affirm, acknowledge, and agree that while the Website and the Services may provide access to investment opportunities that purport to be “backed”, “secured by”, or otherwise linked to a real property asset, these items cannot and do not guarantee any return of your investment.
If you fail to provide any information and documentation requested by us to confirm your status as an Accredited Investor or if you provide any deceptive or misleading information when registering for the Service, we have the option, in our sole discretion, to immediately discontinue your use of the Website or the Services, in addition to any other rights or remedies at law or in equity. Should you cease to be an Accredited Investor at any time, you agree to immediately notify us and to refrain from accessing such restricted portions of the Website or the Services.
Because access to the restricted portions of the Website or the Services is limited by applicable law to Accredited Investors, you agree that you will not allow anyone else to access such restricted portions of the Website, or share or disclose any information obtained through the restricted portions of the Website with anyone else, regardless of whether you believe such person or entity is also an Accredited Investor.
To the extent that certain investment summaries and/or overviews made available on or through the Website and/or the Services contain summary information regarding the character of the investment opportunities, as well as their principal business terms, such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package (including but not limited to a private placement memorandum or other offering circular or prospectus) relating to any such investment opportunity.
Sweepstakes, Contents and Promotions
IV. Restrictions on Use of the Website
Email or transmit content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another’s privacy, or otherwise unlawful;
Harm or exploit children;
Advocate illegal activity or an intention to commit an illegal act;
Impersonate or misrepresent your connection to any other entity or person or otherwise manipulate identifiers to disguise the origin of the content;
Email or transmit content that constitutes a pyramid, network marketing, Ponzi, or similar scheme;
Email or transmit content that infringes on the intellectual property rights of any entity or person;
Advertise or otherwise engage in any commercial endeavor without our explicit, advance written permission;
Violate any applicable local, state, national or international law;
Email or transmit material that includes or links to viruses, worms, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications; or
Disrupt the normal flow of communications or affect the ability of any user to use the Website or the Services.
Bypass any measures InstaLend may use to prevent or restrict access to the Website and Services (or other accounts, computer systems or networks connected to the Website and Services);
Run any form of auto-responder or "spam" on the Website and Services;
Use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website;
Harvest or scrape any content or materials from the Website and Services;
Copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
Threaten, intimidate or harass another user;
Solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birth date, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
Otherwise take any action in violation of InstaLend’s guidelines and policies;
Solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birthdate, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
Falsely represent your identity or impersonate a third party, nor will you falsify or mislead third parties regarding your affiliation with any entity;
Use the Website and Services in any manner or transmit any “Submission” (see below definition) that: infringes (or results in the infringement of) InstaLend’s or any third party’s intellectual property or other rights; is (or you reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction; or would cause InstaLend to be in violation of any law or regulation, or to infringe any right of any third party;
Represent or portray the business or entity as being affiliated with InstaLend in any capacity other than being a user of the Website or Service without InstaLend's prior written consent.
V. Termination of Access
VI. Information You Provide to Us Via the Website or the Services
If you choose to provide any personal information via the Website or the Services, the information will be used only for the purposes described in our Privacy Notice. Additionally, we may collect or share certain information based on your usage of the Website or the Services, as described in our Privacy Notice.
To facilitate communications between you and us, the Website or Services offers you the ability to contact us. Although we strive to protect and secure our online communications, and use the security measures detailed in our Privacy Notice to protect your information, please note that no data transmitted over the Internet can be guaranteed to be completely secure and no security measures are perfect or impenetrable. You agree that we will have no liability to you whatsoever for any unaccepted or unprocessed email instructions or requests, or for any loss or damage arising out of any unauthorized use by third parties of any information that you send by email. If you would like to transmit sensitive information to us, please contact us, without including the sensitive information, to arrange a more secure means of communication.
Limitations on Information Submitted
We do not seek to receive any confidential or proprietary information or trade secrets through the Website or the Services. Any information, materials, suggestions, ideas or comments you send to us (each, a “Submission”) are deemed non-confidential, and by providing a Submission it, you are granting us an irrevocable and unrestricted worldwide license to use, modify, reproduce, adapt, transmit, sell, license and sub-license, create derivative works from, publicly display, perform and distribute the Submission for any purpose whatsoever (commercial or otherwise), in any form, media or technology, whether now known or hereafter developed, alone or as part of other works, with no payment or other compensation to you, subject to the Privacy Notice. You further grant us the right to use your Submissions and any ideas, concepts or know-how contained in the Submission for any purpose, including developing, manufacturing, distributing, and marketing products or services. However, we will not use your name unless it is required by law to identify the source of the materials, information, suggestions, ideas, or comments, or unless your permission is first obtained. We reserve the right, in our sole discretion, to edit any Submission and to choose to include or not include a Submission, in whole or in part, on the Website or the Services. However, we will not intentionally edit your Submission in such a way that it misrepresents your original Submission.
Each Submission to us, through the Website , Services, or otherwise, is subject to the following guidelines and restrictions:
It may not contain copyrighted material (unless you own the copyright or have the owner's permission to post the copyrighted material and provide proper attribution to the copyright owner, or it is a commonly accepted legally protected fair use);
It may not contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components;
It is not or could not be construed to be spam or any robot, spider, website search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents.
It may not contain trade secrets (unless you own them or have the owner's permission to transmit them);
It may not contain material that infringes on the intellectual property rights of others, including copyright, trademark, patent, trade dress or trade secret rights, moral rights, or any other similar rights;
It may not contain material that is sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, derogatory, bigoted, or hateful;
It may not contain information that is known by you to be untrue, false, or misleading or that does not fairly or accurately depict or describe the subject matter that is the subject of the information posted by you;
It may not present information that impersonates another person, whether living or dead, misstate the identity of any person, or misstate or mislead as to gender or age;
You may not solicit money, investments, or make any offering of securities or investments;
You may not submit chain letters or pyramid schemes; and
You may not submit commercial opinions or notices.
You agree to indemnify, defend, and hold us harmless against all claims, losses, damages, or expenses arising out of or relating to any claims by another to any rights in any Submission, as further set forth below. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any Submission that you may have under any applicable law or under any legal theory. This section will survive termination of this Agreement for any reason.
VII. Monitoring of Information
We do not assume any obligation to review, monitor, or verify the content or other information submitted to the Website or the Services by third parties. You assume the responsibility of verifying the accuracy of any posted information through your own independent investigation and the risks of not so doing. Nevertheless, we may, in our sole discretion, review any, none, or all of the information submitted to the Website or Services for any purpose whatsoever, and we reserve the right, in our sole discretion, to remove, edit, or reject any information submitted to the Website or the Services for any reason whatsoever.
VIII. Intellectual Property Rights
IX. Procedure for Making and Responding To Claims of Copyright Infringement
We will respond to claims of copyright infringement, and will promptly process and investigate notices of alleged infringement by third-parties and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”), Title 17, United States Code, Section 512(c)(2), where applicable. In keeping with the DMCA, notifications of claimed copyright infringement by third parties should be sent to the Website’s designated agent (the “Designated Agent”). If you believe that your copyrighted work has been infringed under U.S. copyright law and is accessible on the Website or Services, please notify us by contacting the Designated Agent.
To give effective notification of a claim of copyright infringement by a third-party under the DMCA, you must send a written communication to the Designated Agent that includes substantially the following: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (2) identification of the copyrighted work, or, if multiple copyrighted works are covered by a single notification, a representative list of such works that are claimed to have been infringed; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on the Website; (4) information reasonably sufficient to permit Company to contact the complaining party, such as an address or telephone number, and, if available, an e-mail address at which the complaining party may be contacted; (5) a statement that the complaining party has a good-faith belief that neither the copyright owner, nor its agent nor the law has authorized the use of the material in the manner complained of; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
The Designated Agent for notice of claims of copyright infringement can be reached at:
If a valid notification of alleged copyright infringement is received, we will remove or disable access to the material identified in the notice as being infringing or as being the subject of infringing activity, and take reasonable steps to notify the alleged infringer that this material has removed or had access disabled. Please note that under the DMCA, an alleged infringer has the right to submit a counter-notice to have the allegedly infringing material re-published on the Website or Services. Should that occur, you will receive notification from us and, should you wish to have the material subsequently removed, you will be required to file a copyright infringement claim in a US federal court.
Additionally, a claimant who makes a misrepresentation concerning copyright infringement may be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer who is injured by the misrepresentation as a result of reliance upon the misrepresentation by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or ceasing to disable access to it.
X. Disclaimer of Warranties & Limitations of Liability
Your consent and agreement to the following disclaimers and limitations is a material inducement for us to permit you to access the Website or Services. Your use of the Website or Services and our obligations and liabilities with respect to your use of the Website or Services are expressly limited as follows:
DISCLAIMER OF WARRANTIES
THE WEBSITE AND SERVICES AND THEIR CONTENT, INCLUDING ALL OPPORTUNITIES CONTAINED HEREIN, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. THE COMPANY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE. YOUR USE OF THE WEBSITE OR SERVICES OR RELIANCE ON ANY OF ITS CONTENT, IS AT YOUR OWN RISK.
THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR-FREE. YOU, AND NOT THE COMPANY, ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE IS ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH THE USE OF THE WEBSITE, THE SERVICES, OR THEIR CONTENT. THE COMPANY DOES NOT MAKE ANY REPRESENTATION WHATSOEVER REGARDING THE ACCURACY OR RELIABILITY OF THE CONTENT PROVIDED ON OR ACCESSIBLE THROUGH THE WEBSITE OR SERVICES. THE COMPANY MAKES NO GENERAL STATEMENT REGARDING COMPLIANCE WITH UNITED STATES FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR REGULATIONS, THE RULES OR REGULATIONS OF ANY SECURITIES EXCHANGE OR SELF-REGULATORY ORGANIZATION, OR THE EQUIVALENT LAWS OR REGULATIONS IN FOREIGN JURISDICTIONS AND MAKES ANY SUCH STATEMENTS ONLY IN EXPLICIT WRITTEN FORM IN DOCUMENTS RELATED TO ANY SPECIFIC OFFERING OR INVESTMENT. THE CONTENT OF THE WEBSITE OR SERVICES MAY INCLUDE ERRORS (INCLUDING TECHNICAL OR TYPOGRAPHICAL ERRORS), AND WE MAY MAKE CHANGES OR IMPROVEMENTS TO THE WEBSITE OR SERVICES AT ANY TIME, WITH OR WITHOUT NOTICE.
NEITHER THE COMPANY NOR ANY OTHER PERSON OR ENTITY ASSOCIATED WITH THE DESIGN OR MAINTENANCE OF THE WEBSITE OR SERVICES WILL BE HELD LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY DAMAGE, LOSS, INJURY, OR MALFUNCTION ASSOCIATED WITH YOUR USE OF THE WEBSITE SERVICES.
INSTALEND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR VERIFICATION OF INVESTOR ELIGIBILITY, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN OR INVESTMENTS OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE.
YOU ACKNOWLEDGE THAT THE COMPANY HAS NO SPECIAL RELATIONSHIP OR FIDUCIARY DUTY TO YOU, AND AGREE THAT YOU WILL BEAR ANY AND ALL RISK OF RELIANCE ON THE ACCURACY, VALIDITY OR LEGITIMACY OF ANY CONTENT ON THE WEBSITE. WE ARE NOT RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. AS SUCH, YOU UNDERSTAND AND AGREE THAT INSTALEND AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, STOCKHOLDERS AGENTS OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES INCURRED AS A RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS, INCLUDING BUT NOT LIMITED TO, INVESTMENT LOSS.
ANY INFORMATION OR ASSISTANCE ACCESSED OR OBTAINED THROUGH USE OF THE WEBSITE AND/OR SERVICES IS PROVIDED SOLELY FOR EDUCATIONAL OR GENERAL INFORMATIONAL PURPOSES AND IS NOT PROFESSIONAL LEGAL, INVESTMENT, OR ACCOUNTING ADVICE OR COUNSEL. INSTALEND IS NOT A LAW FIRM, ACCOUNTING SERVICES FIRM, OR BANK. YOU SHOULD CONSULT LEGAL COUNSEL TO BETTER UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY INVESTMENT OPPORTUNITY YOU BECOME AWARE OF, WE HEREBY EXPRESSLY DISCLAIM ANY IMPLIED OR EXPRESS WARRANTY AND ANY LIABILITY WITH RESPECT TO ANY SUCH INFORMATION OR ASSISTANCE.
YOU HEREBY ACKNOWLEDGE THAT WITH RESPECT TO PROJECTIONS, FORECASTS AND ESTIMATES AND ESTIMATIONS DISPLAYED ON THE WEBSITE AND/OR THE SERVICES, (I) WE CANNOT AND DO NOT PROVIDE ANY ASSURANCE REGARDING THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE ASSUMPTIONS AND JUDGMENTS MADE, OR THE METHODOLIGIES USED AND (II) SUCH ESTIMATES, FORECASTS AND PROJECTIONS ARE FORWARD-LOOKING STATEMENTS AND INVOLVE RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM THE ESTIMATES, FORECASTS AND PROJECTIONS. YOU FURTHER ACKNOWLEDGE THAT YOU RELY ON SUCH ESTIMATES, FORECASTS AND PROJECTIONS AT YOUR OWN RISK.
LIMITATION OF LIABILITY
IN NO EVENT WILL THE COMPANY OR ITS SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, ADVERTISERS, SPONSORS, THIRD-PARTY SERVICE PROVIDERS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR SPECIAL DAMAGES, (INCLUDING LOST PROFITS AND DAMAGES) WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO YOU. IF THE FOREGOING LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM LIABILITY OF THE COMPANY TO YOU FOR ANY TYPE OF DAMAGES WILL BE LIMITED TO THE AMOUNT YOU PAID THE COMPANY FOR SERVICES OR ONE HUNDRED US DOLLARS, WHICHEVER IS GREATER. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE WEBSITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF ANY CLAIM OR MATTER RELATES TO MORE THAN ONE PARTY, THIS MAXIMUM LIABILITY WILL BE THE LARGEST AMOUNT PAID BY ANY ONE SUCH PARTY IN THE MOST RECENT PROCESSED TRANSACTION, REGARDLESS OF THE NUMBER, IDENTITY, OR STATUS OF THE CLAIMANTS. WHERE MORE THAN ONE ENTITY OR INDIVIDUAL RELATED TO US IS SUBJECT TO ANY CLAIM OR MATTER, THE RECOVERY OF THE CLAIMANT OR CLAIMANTS WILL BE LIMITED AS A GROUP AS PROVIDED BY THIS PARAGRAPH, AS IF ALL SUBJECTED PARTIES WERE A SINGLE ENTITY.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INSTALEND DOES NOT PROVIDE PROFESSIONAL INVESTMENT ADVICE
THE SECURITIES OFFERED ON THE WEBSITE AND/OR THE SERVICES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE OFFERINGS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERINGS.
IN MAKING AN INVESTMENT DECISION, USERS AND INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SPECIFIC TERMS OF EACH 506(b) OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED THEREIN. PARTICIPATION BY ANY INVESTOR IN ANY OFFERING ON THE WEBSITE AND/OR THE SERVICES REQUIRES THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE HIGH RISK AND LACK OF LIQUIDITY INHERENT IN INVESTING IN ACTIVITIES OF THE TYPE IN WHICH THE PROSPECTIVE INVESTOR EXPECTS TO INVEST.
THE SECURITIES OFFERED THROUGH THE WEBSITE AND/OR THE SERVICES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND AS PERMITTED BY THE TERMS AND CONDITIONS SET FORTH IN THE SPECIFIC BORROWER DEPENDENT NOTES OF EACH OFFERING. THERE WILL BE NO PUBLIC MARKET FOR THE RESTRICTED SECURITIES PURCHASED. ACCORDINGLY, INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF ANY INVESTMENT MADE ON OR THROUGH THE WEBSITE AND/OR THE SERVICES FOR AN INDEFINITE PERIOD OF TIME.
NONE OF THE INFORMATION OR PROJECT DETAILS CONTAINED ON THE WEBSITE AND/OR THE SERVICES YOU SHALL CONSTITUTE A RECOMMENDATION, SOLICITATION OR OFFER TO BUY OR SELL ANY SECURITIES OR PROVIDE ANY INVESTMENT ADVICE OR LIKE SERVICE. INVESTMENT OVERVIEWS AND PROJECT DETAILS ON THE WEBSITE MERELY CONTAIN SUMMARIES OF THE PRINCIPAL TERMS OF AN INVESTMENT OPPORTUNITY. ALL SUCH SUMMARIES AND PROJECT DETAILS ARE INTENDED SOLELY FOR INFORMATIONAL PURPOSES AND DO NOT PURPORT TO BE COMPLETE OR ADVISORY. PROJECT DETAILS LISTED ON THE PLATFORM WILL NEVER BE COMPLETE WITHOUT THE ACCOMPANYING INVESTOR DOCUMENT PACKETS, AGREEMENTS, AND OFFERING DISCLOSURES. ALL INFORMATION ON THE WEBSITE HAS BEEN PREPARED BY THE COMPANY WITHOUT ANY PARTICULAR USER’S INVESTMENT PREFERENCES, NEEDS, OR FINANCIAL SITUATION IN MIND. ACCORDINGLY ALL INVESTORS ARE STRONGLY ENCOURAGED TO CONSULT WITH PROFESSIONAL TAX, LEGAL, AND FINANCIAL ADVISORS BEFORE MAKING ANY INVESTMENT.
Release and Indemnification
You, on behalf of your successors, assigns, heirs, and personal representatives hereby irrevocably and fully release the Company, and its subsidiaries, Affiliates and each of their officers, directors, employees, assigns, agents and representatives from and against any and all suits, claims, actions, causes of action, arbitration, liabilities, obligations, damages, losses, penalties or fines known or unknown, arising out of or in connection with (1) your use of the Website or Services; (2) the use of any information accessed by you from the Website or Services; and (3) the use of products sold or used from the Website or Services.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".
XI. General Information
Any dispute or claim against the Company must be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.
Further Tax and IRS Circular 230 Disclosure
The United States Treasury Department has issued final regulations governing the issuance of written tax advice commonly referred to as “Circular 230” rules. Circular 230 contains new extensive due diligence requirements for “covered opinions” and “other written tax advice”. It also sets forth minimum required practice rules with respect to a written discussion of a federal tax issue. The regulations are intended to bolster the efforts of the Treasury Department and the IRS to combat abusive tax shelter advice and to enhance public confidence in the honesty and integrity of tax professionals. The regulations are also intended to deter taxpayers from engaging in abusive transactions by limiting or eliminating their ability to avoid penalties through inappropriate reliance on tax advisor’s advice. Additionally, the regulations are aimed at preventing unprincipled tax advisors and promoters from marketing abusive transactions to large numbers of customers based on opinion that fails to consider adequately the facts of the particular transaction. The information on the Website or the Services does not constitute tax advice and was not written or intended by InstaLend to be used 1) to avoid any penalty that may be imposed under federal tax law, or 2) for promotion, marketing or recommending to another person the transaction(s) or matter(s) addressed herein. If you intend to seek tax advice then you should seek advice based on your particular circumstances from your advisor.
Viruses and Transmission of Sensitive Information
We cannot and do not guarantee or warrant that the materials contained on the Website or Services will be free of viruses, worms or other code or related hazards that may have destructive properties (collectively “viruses”). It is your responsibility to ensure that you have sufficient procedures, firewalls, checkpoints, and safeguards within your computer system to satisfy your particular requirements to protect against viruses. The Company does not assume any responsibility or risk for your use of the Internet, nor do we assume any responsibility for any products or services of, or hyperlinks to, third parties.
We do not represent that materials on the Website or Services are appropriate or available for use in your location. Persons who choose to access the Website do so on their own initiative and at their own risk, and are responsible for compliance with applicable local laws. You agree that regardless of any statute or law to the contrary, any claim or cause of action of yours arising out of or related to use of the Website or Services must be filed within one (1) year after such claim or cause of action arose or be forever barred, waived, and released.