Welcome to the US Capital Partners online investing platform. The US Capital Partners platform and network (collectively, the "Service") are operated by US Capital Partners, Inc., a corporation registered in California (the "Company," "US Capital Partners, Inc.," and together with US Capital Global Securities, LLC, Member: FINRA/SIPC, the broker-dealer facilitating the offers and sales of securities, "we," or "us"). By accessing or using our web site at www.USCapitalPartners.net including any subdomain thereof (the "Site"), you (the "User") signify that you have read, understand and agree to be bound by these terms of service ("Terms of Service"), regardless of whether you are a registered member of the Service.
We may make changes to these Terms of Service from time to time. If we do this, we will post the changed Terms of Service on the Site and will indicate at the top of this page the date the Terms of Service were last revised. You understand and agree that your continued use of the Service or the Site after we have made any such changes constitutes your acceptance of the new Terms of Service.
This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Service. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of these Terms of Service.
The portion of our Service (and certain pages of the Site) that relate to making investments in the securities offered are available only to certain qualified, registered and authorized users. Such portions of our Service and the Site may thus not be available to all Users.
For persons resident in the United States, only "accredited investors" as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), with a valid User ID and password, are authorized to invest in offerings listed on the Site (such persons being ("Accredited Investors"). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with a reasonable expectation of a similarly qualifying income during the current year. Prior to making any investment through the Service or the Site, you will be required to provide adequate proof that you are an Accredited Investor. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for the Company to prevent you from making investments through the Site or Service.
Persons who are resident outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Our Service (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where the Company or one of its affiliates is not authorized to provide such information or services.
The securities offered on the Site have not been registered under the Securities Act, in reliance on the exemptive provisions of Section 4(2) of the Securities Act, Rule 506(c) of Regulation D, promulgated thereunder. Securities sold through private placements are restricted and not publicly tradable, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Site.
US Capital Partners, Inc. is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration. All broker-dealer services are conducted by US Capital Global Securities, LLC
Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the Site has been presented by the Company without reference to any particular 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.
You may not become a beneficial owner of 20% or more of any issuer's outstanding voting equity securities (an "Issuer Covered Person") without becoming subject to a review of certain "bad actor" disqualifying events described in Rule 506(d) of Regulation D (a "Disqualifying Event"). You represent that you are not subject to a Disqualifying Event and that you will promptly notify the Company in writing should any Disqualifying Events be applicable to you. To the extent you are subject to a Disqualifying Event, you must notify the Company. The Company reserves the right to cancel your investment and return any funds held in escrow or otherwise paid or submitted by you.
You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations. You may not:
- use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party's use and enjoyment of the Service;
- attempt to gain unauthorized access to the Site, the Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
- create user accounts by automated means or under false or fraudulent pretenses;
- transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature to or through the Site or Service;
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload, post, email or transmit, or otherwise make available through the Site or Service any inappropriate, defamatory, infringing, obscene, or unlawful content;
- upload, post, email or transmit, or otherwise make available through the Site or Service any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
- upload, post, email or transmit, or otherwise make available through the Site or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms;
- run Maillist, Listserv, or any form of auto-responder or "spam" on the Site or Service;
- use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site, including to engage in the practices of "screen scraping," "database scraping" or any other activity with the purpose of obtaining content or other information;
- interfere or attempt to interfere with the proper working of the Site or Service or any activities conducted on the Site, including to utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over the Site's pages, or otherwise affect the display of the Site's pages;
- download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
- impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Site or Service;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or Service or collect information about its Users for any unauthorized purpose;
- submit content that falsely expresses or implies that such content is sponsored or endorsed by the Company, any of its affiliates or any third parties;
- use the Site or Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization's rules or regulations, or equivalent laws or regulations in foreign jurisdictions);
- promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
- share or disclose with anyone any information obtained through the Site or Service about any investment offerings; or
- use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.
It is against these Terms of Service to contact any issuers or other parties involved in the transactions posted on the Site directly or to attempt to enter into any such transaction with such persons or entities outside of the Service.
In consideration of your use of the Site and Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are our proprietary property with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
The Service may allow you and other users to submit, post, transmit and share content with other Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other Users (collectively, the "User Content"). You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates these Terms of Service, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.
You may review personal information posted by other Users on the Site, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the credit/trustworthiness of other Users.
Definition of Confidential Information. “Confidential Information” as used in this Agreement shall mean any and all technical and non-technical information including, without limitation, patents, copyright, trade secrets and proprietary information, financial information and contacts, business plans and business forecasts, investment plans, marketing plans, customer lists, partner and supplier lists, technology, software source documents, and spreadsheets and formulae, but not transaction marketing information, possessed, owned, or controlled by Disclosing Party and disseminated or otherwise communicated to User by Disclosing Party. “Disclosing Party” is defined as US Capital Partners, Inc., US Capital Global Securities, LLC, and/or its clients, issuer, and vendors. In addition, “Confidential Information” shall include proprietary or confidential information of any third party who may disclose such information to Disclosing Party or User in the course of Disclosing Party’s business and any information that, upon receipt thereof by User, should be reasonably understood to be confidential or sensitive in nature.
1. User agrees that User will not use, disseminate, or in any way disclose any Confidential Information of Disclosing Party to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of Disclosing Party and for any other purpose the parties may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be disclosed without the prior written approval of the parties.
2. User agrees not to use or disclose Confidential Information in any way that is likely to prejudice the rights or position of Disclosing Party or its directors, or is likely to harm the commercial interests or damage the reputation of Disclosing Party or its directors.
3. User agrees that User will treat all Confidential Information of Disclosing Party with the same degree of care as User accords to User’s most important Confidential Information, but in no case less than reasonable care.
4. User agrees that User will disclose Confidential Information of Disclosing Party only to those of User’s employees or contractors (if any) who need to know such information. User warrants and certifies that such employees and contractors have previously agreed, either as a condition of employment or in order to obtain Disclosing Party’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to User under this Agreement.
5. User shall immediately give notice to Disclosing Party of any unauthorized use or disclosure of Disclosing Party’s Confidential Information or any breach of this Agreement by any party or person. User agrees to assist Disclosing Party in remedying any such unauthorized use or disclosure of Disclosing Party’s Confidential Information and mitigating any damage resulting therefrom. User shall not hire or solicit for hire, directly or indirectly, any employee or contractor of Disclosing Party that is likely to result in misappropriation of trade secrets due to inevitable disclosure.
1. User’s obligations under Section 3 (“Non-disclosure and Non-use Obligations”), with respect to any portion of Disclosing Party’s Confidential Information, shall not apply to any such portion that User can document either:
(a)was in the public domain at or subsequent to the time such portion was communicated to User by Disclosing Party through no fault of User;
(b) was rightfully in User’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Users by Disclosing Party; or
(c) was developed by employees or agents of User independently of and without reference to any Confidential Information communicated to User by Disclosing Party.
2. A disclosure of any portion of Disclosing Party’s Confidential Information, either
(a) in response to a valid order by a court or other governmental body, or
(b) otherwise required by law, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that User shall provide prompt prior written notice thereof to Disclosing Party to enable Disclosing Party to seek a protective order or otherwise prevent such disclosure and shall continue to protect such disclosed information as confidential under this Agreement if a protective order or like protection is obtained by Disclosing Party.
If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement:
Attn: Operations Manager
Full Address of Designated Agent to Which Notification should be Sent:
US Capital Partners, Inc.,
555 Montgomery Street, Suite 1501,
San Francisco, CA 94111
Telephone Number of Designated Agent: +1 (415) 889-1010
E-Mail Address of Designated Agent: firstname.lastname@example.org
To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) 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; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vi) 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 an exclusive right that is allegedly infringed.
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the registrations of Users who are deemed to be infringers.
Because the Company operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with the Company, you must satisfy the following computer hardware and software requirements: access to the Internet; an active email account and related software capable of receiving email through the Internet; a major web browser which is SSL-compliant and supports secure sessions, such as [Internet Explorer 9.0 or above], or the equivalent software; and hardware capable of running this software.
The Company or an affiliate (or a third-party servicer or escrow provider that we may retain, including but not limited to GoldStar Trust Company) may receive payments, and makes all disbursements, through certified check, wire transfer or electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You will authorize such bank or other financial account to pay any amounts you agree to invest, and authorize the Company (or any such third-party servicer or escrow provider) to make any and all investment disbursements, to such account. You agree to provide the Company updated information regarding your bank or other account upon the Company's request and at any time that the information earlier provided is no longer valid.
As part of doing business with the Company, you must also consent to our provision of certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a "Disclosure"), from the Company or any service provider we may use. The decision to do business with the Company electronically is yours. The Terms of Service inform you of your rights concerning Disclosures.
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transaction to which such Disclosures relate. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made. Absent notice to the Company of an error or malfunction, all Disclosures will be deemed received by you within 5 days of their being emailed to you at the email address provided by you.
You may not withdraw such consent as long as you have any outstanding investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.
You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective "app store". If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail at email@example.com or by calling us at +1 (415) 889-1010. You may also reach us by writing to us at the following address: US Capital Global Securities, LLC, 555 Montgomery Street, Suite 1501, San Francisco, CA 94111.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
We do not guarantee the accuracy of any User Content or content provided by third parties ("Third Party Content"). Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User of the Site or Service. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of the Site and/or the Service.
YOU UNDERSTAND THAT THE COMPANY PROVIDES THE PLATFORM "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. THE COMPANY AND THE SOFTWARE, HARDWARE AND SERVICE PROVIDERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume 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, User communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Site or Service. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third Party Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
We reserve the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF THE COMPANY OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.
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.
The parties agree to submit all controversies to arbitration in accordance with the provisions set forth below and understand that:
(a) Arbitration is final and binding on the parties.
(b) The parties are waiving their right to seek remedies in court, including the right to a jury trial.
(c) Pre-arbitration discovery is generally more limited and different from court proceedings.
(d) The arbitrator’s award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of rulings by arbitrators is strictly limited.
(e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
(f) All controversies which may arise between the parties concerning this Agreement shall be determined by arbitration pursuant to the FINRA Codes of Arbitration Procedures or any successor FINRA arbitration rules then in effect. The parties agree that arbitration hearings shall be held in San Francisco, California, unless the parties mutually agree to another arbitration venue. Judgment on any award of any such arbitration may be entered in the courts of the State of California or in any other court having jurisdiction of the Person or Persons against whom such award is rendered.
(g) Any notice of such arbitration or for the confirmation of any award in any arbitration shall be sufficient if given in accordance with the provisions of this Agreement. The parties agree that the determination of the arbitrators shall be binding and conclusive upon them.
The failure of the Company to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.