By using the Services or the Site, you represent and warrant that, if you are a natural person, you are 18 years of age or older. In the registration process, Investors will provide their contact information, financial information, identity verification information, and date of birth (“Registration Information”). An Investor who wishes to invest in Projects presented on the Site must qualify as an Accredited Investor. An Accredited Investor is an Investor who has indicated he or she has a net worth (individually or jointly) of at least $1,000,000 excluding the value of his or her primary residence, or has annual individual income of at least $200,000 or annual joint income of at least $300,000, for the past two calendar years and reasonably expects to reach the same income level this year. To qualify to invest in Projects presented on our Site, you must be an Accredited Investor and provide information verifying your identity and your status as an accredited investor. This may include, but is not limited to the following information:
Each Investor must provide information designed to verify his or her identity. Such information may include (i) a copy of your drivers’ license, passport or other government issued identification, (ii) information from a successfully completed electronic check transaction, (iii) a credit report, (iv) tax returns or other tax related documents, (v) brokerage or other securities trading account statements, or (iv) other similar information designed to authenticate and confirm your identity and status as an Accredited Investor.
Each Investor must also provide Form W-9 Information (which includes your Social Security Number of Taxpayer Identification Number, where applicable), Suitability Information and Payment Information.
Investors must also provide other information sufficient to meet regulatory “suitability” requirements for investing in a Project presented on our Site, in part by way of our Suitability Questionnaire. Depending on the nature of the offering, this information will include: (i) information concerning an Investor’s net worth and income; (ii) information concerning his or her residency; and (iii) other information we might request to determine whether an Investor qualifies for a particular investment and whether such investment is suitable for that particular Investor’s needs and circumstances.
When you register, you will generate a user name and password. You are responsible for maintaining the security and confidentiality of your user name and password. You are liable for any damages or losses incurred by you or us as a result of your failure to maintain the confidentiality of your user name or password. If you suspect any unauthorized use of your user name or password, please notify us immediately.
Your Right to Use Our Site
Subject to compliance with these Terms and the obligations hereunder, Users have a limited, non-exclusive, non-transferable, non-assignable, revocable license to: access and utilize the publicly available areas of our Site through a generally available web browser strictly for its intended purpose;
access and utilize the password-protected areas of our Site through a generally available web browser strictly for its intended purpose; and refer to or provide a link to the publicly available areas of our Site if such links are provided for the purpose of furthering the purpose of our Site.
Investors are not entitled to share their username and password with others for the purpose of permitting others to access the Site in their capacity, with the exception of the following: Investors may share their information with their financial advisors, attorneys, and/or tax advisors for the sole purpose of obtaining financial, legal, or tax advice and/or assistance. Except as specifically permitted, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content or any information included on our Site.
Use of Site
In connection with your use of our Site or the Service, you agree that you will not: transmit Content that contains software viruses or any other computer code that interrupt, destroy or limit the functionality of the Site or obtain unauthorized information; engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable or disproportionately large load on our infrastructure; use data mining, robots or similar data gathering or extraction methods; or use the Site for any unlawful or improper purpose.
Intellectual Property Ownership
The design of our Site, including text, colors, and graphics as well as the selection and arrangement thereof, are copyrighted 2018 Resolute Capital Partners all rights reserved. RESOLUTE, resolutecapitalpartners.com, and the design elements of such work constitute our trademarks. The Site images and text and all page headers, graphics HTML based computer programs used to generate pages on the Site and icons are our trademarks, service marks and/or trade dress; such proprietary property, along with any other property which may be protected by copyright, trademark, patent, trade secret and other laws (“Resolute IP”) may not be used without our prior written permission. All uses thereof inure to our benefit. All other trademarks, product names and company names or logos included on the Site are the property of their respective owners. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute any material, including code and software, from our Site except as expressly set forth herein. Any unauthorized or unapproved use constitutes copyright and/or trademark infringement. You may not use the Site or any portion thereof, or copy any portion thereof, to create or recreate a similar or competing service. Any use of the Content of this Site not expressly permitted by these Terms or granted by our prior written permission is a breach of these Terms and is strictly prohibited.
The Resolute IP contains confidential and sensitive trade secrets of RESOLUTE. You may not disclose this information to anyone other than another Investor bound by these Terms, and/or your financial advisor(s), attorney(s), and/or tax advisors or accountants for the strict and sole purpose of obtaining financial, legal, and/or tax advice with regard to the Products offered herein; and we do not permit you, or other Investors, to use this information for any purposes other than those that consist of educating yourself with regard to and/or participating in our Services, as provided herein.
Confidential Information under these Terms consists of all non-public information whether verbal or written (a) that is designated as “Confidential” or “Proprietary” by RESOLUTE at the time of disclosure or within a reasonable period thereafter; or (b) that should reasonably be understood to be confidential (collectively, “Resolute Confidential Information”). Confidential Information includes non-public information that RESOLUTE or its affiliates furnish or otherwise make available to Investors with respect to the offering documents, together with any reports, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by RESOLUTE, or for Investors. Confidential Information includes, without limitation, information relating to RESOLUTE services, research and development, marketing, trade secrets, software, customer information, the marketing or promotion of any service, business policies or practices, strategic plans, pricing, rates, business models or plans, historical information, loan agreements, purchase and sale agreements, leases, vendor names, customer lists, management systems, and information received from others that RESOLUTE is obligated to treat as confidential.
Non-disclosure. You shall retain Resolute Confidential Information in confidence and shall not use such Resolute Confidential Information except as expressly permitted herein. You agree to use at least the same degree of care in safeguarding Resolute Confidential Information as you use in safeguarding your own confidential information, but shall use not less than reasonable care and diligence.
Exceptions. Your obligation of non-disclosure of Resolute Confidential Information under these Terms will not apply to Resolute Confidential Information which you can demonstrate: (i) is or becomes a matter of public knowledge through no fault of your own; (ii) was or becomes available to you on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to Resolute with respect to such Resolute Confidential Information; (iii) was independently developed by you without reference to the Resolute Confidential Information; or (iv) is required to be disclosed by law, provided that you promptly notify and provide RESOLUTE an opportunity to seek a protective order or other relief with respect to such impending disclosure.
You acknowledge that we may monitor Content on our Site (a) to comply with applicable laws, regulations or other government requests; (b) to operate our Site properly or to protect us and/or Users; and (c) for such other purposes as we deem reasonably necessary or appropriate from time to time. We reserve the right to modify, reject or eliminate any information residing on or transmitted through our Site that we believe is unacceptable or in violation of these Terms.
Links to Other Sites
Our Site may contain hyperlinks or other connections to websites operated by persons or entities other than us. We do not control those Sites and are not responsible for them or their content. Our inclusion of hyperlinks or other connections to such websites does not imply any incorporation by reference into our Site or any endorsement of any kind of the material on the hyperlinked sites, nor does it imply any association with the owners or operators of the other sites. Your use of the Site to link to another site is at your own risk.
Terms of Securities Offerings
The securities offered on the Site have not been registered under the Securities Act of 1933, are offered in reliance on exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D and Rule 506, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, 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 any offering of securities conducted on this Site.
RESOLUTE is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration. Equity securities are offered through Growth Capital Services, LLC, (“GCS”) which is a broker/dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority, Inc.
With regard to individual personnel of RESOLUTE that are registered representatives of GCS, RESOLUTE and/or its affiliated issuer or project sponsor entity pays GCS certain fees in connection with GCS’s brokerage services. GCS has developed a business continuity plan on how they will respond to events that significantly disrupt business. GCS is located at 582 Market Street, Suite 300, San Francisco, CA 94104.
Investment overviews on the Site may contain summaries of the purpose and principal business terms of the investment opportunity which is the subject of the overview. 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 prepared by RESOLUTE without reference to any particular user’s investment requirements or financial situation. Potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
Notwithstanding anything to the contrary in these Terms, in no event shall anything in these Terms be deemed to be a waiver, and we will not assert there has been a waiver, that would be impermissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.
The Service and offerings on this Site are available only to eligible and qualified investors who understand economic and investment risk and are willing to bear the consequences of that risk. Additionally, the ability to participate in offerings on this Site are only available to Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. By using the Site or Service, you represent and warrant that if you are an individual, you are of legal age to form a binding contract and that all registration information you submit is accurate and truthful. You acknowledge and agree that you have significant experience investing in investments of the type offered through the Site, you understand that all of the investments offered through the Service are inherently very risky, and you understand the risks associated with the investments offered through the Site, and you are comfortable with the risk of losing your entire investment invested through the Service. You further acknowledge and agree that investing in private placements carries with it low liquidity concerns and long-term commitments and that the securities sold through private placements are not publicly traded. Additionally, investors may receive restricted securities that are subject to holding period requirements. For those reasons, certain offerings may be made available only to certain institutional investors and high net worth individuals and entities. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify the Company for violations of this Agreement. Further, you agree to disclose the beneficial owners and/or interest holders of such entity per the regulation(s) and requirement(s) guiding disclosure of such.
You further represent and agree that you understand that Resolute does not guarantee the performance of any offerings made through the Site or Service and any and all projections, estimates, and expectations for investments offered through the Site or Service are opinions and should not be relied on. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You acknowledge and agree that Resolute is not a registered Investment Company or Investment Advisor within the meaning of the Investment Company Act of 1940 and the Investment Advisors Act of 1940, respectively. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
The information contained on this Site has been prepared without reference to any particular User’s investment requirements or financial situation. You agree that you are not relying on Resolute 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. Resolute 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 Resolute and its affiliates, officers, directors, partners, agents or employees will not be liable for any loss or damages of any sort incurred as a result of any interactions between you and other users.
OTHER THAN THE EXPRESS LIMITED WARRANTY SET OUT ABOVE, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, TITLE, AND/OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE WITH RESPECT TO THE SITE OR INFORMATION PROVIDED THEREIN. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE (1) ACCURACY, COMPLETENESS, CONTEMPORANEOUSNESS OR TIMELINESS OF OUR SITE, (2) THE QUALITY AND SECURITY OF OUR SITE, OR (3) THE INABILITY TO ACCESS OUR SITE OR ITS CONTENT, INCLUDING WHETHER OUR SITE WILL BE FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OUR SITE. WHEN USING OUR SITE, INFORMATION WILL BE TRANSMITTED OVER THE INTERNET, A MEDIUM THAT IS BEYOND OUR CONTROL AND JURISDICTION. ACCORDINGLY, WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH YOUR USE OF OUR SITE, AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION. YOU SHALL HAVE ABSOLUTELY NO RECOURSE AGAINST US FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF ANY PROPRIETARY RIGHTS YOU MAY HAVE IN ANYTHING YOU POST ON OUR SITE. ANY MATERIAL DESCRIBED OR USED ON OUR SITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL TO US. WE MAKE NO WARRANTIES WHATSOEVER AS TO THE ACCURACY, CONTENT, COMPLETENESS OR LEGALITY OF INFORMATION AVAILABLE ON THE SITE OR IN OFFERING DOCUMENTS. WE HAVE LIMITED OBLIGATIONS TO VERIFY THE IDENTITY OF USERS OF OUR SITE, AND WE HAVE NO OBLIGATION TO MONITOR THE USE OF OUR SITE BY OTHER USERS. THEREFORE, WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
Limitation Of Liability and Remedies
Any claims made by you in connection with your use of our Site, or its Content, must be brought within one (1) year after the cause of action accrues. Otherwise, such cause of action shall be barred.
RESOLUTE shall have the right, in addition to other remedies provided by applicable law including consequential and liquidated damages, to apply to a court of competent jurisdiction for the entry of an immediate order to restrain or enjoin a breach of the Terms and to specifically enforce the provisions of the Terms.
You agree to defend, indemnify and hold RESOLUTE, as well as our officers, directors, employees, members, agents and affiliates, harmless from and against all claims, charges, investigations, actions or demands, liabilities and settlements, including without limitation our losses, costs, damages and reasonable legal and accounting fees, resulting from, or alleged to result from: (a) your breach of these Terms; (b) your use of our Site’s Content, (c) your violation of any applicable law, regulation, rule or order pertaining to your use of our Site; (d) your unauthorized or unlawful use of our Site; (e) any activity in which you engage in or through our Site; (f) any misrepresentation or omission of material fact made by you in connection with any activity relating to our Site, or (g) the use of our Site by any person using your user name and password who is other than you.
Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) 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; (c) 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; (d) Your address, telephone number, and email address; (e) A statement that you have 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 (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
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: General Counsel
Full Address of Designated Agent to Which Notification should be Sent: One Embarcadero Center, Suite 566, San Francisco, California 94111
Telephone Number of Designated Agent: 888-660-8159 x 151
E-Mail Address of Designated Agent: Jacqueline(at)rcp-ltd.com
You may terminate your web account with us for any reason or no reason, at any time, upon notice to us. Your termination notice will be effective upon our processing the notice. We may terminate your account with us for any reason or no reason, at any time, with or without notice. A termination by us will be effective immediately or as may be specified in any notice from us. Termination of your account with us includes disabling your access to our Site and may also bar you from any future use of our Site.
We may immediately restrict, suspend or terminate your account if you abuse or misuse our Site or engage in any behavior that we, in our sole discretion, deem contrary to the purpose of the Site. If you violate any of the Terms, we may immediately terminate your account. Termination of your account is a termination of your limited license to use our Site.
Upon the termination of your account with us, you will lose access to our Site. In addition, we may block access to our Site from an IP address or range of IP addresses associated with those of terminated Users.
Notifications and Communications
For purposes of communicating with you regarding the Site, notice shall consist of an email from us to an email address associated with your account. You also agree that we may communicate with you through other means including email, through a messaging feature on the Site, cellular telephone, telephone or delivery services including the U.S. Postal Service about your Site registration or Services through the Site. You agree that we shall have no liability associated with or arising from your failure to maintain accurate contact information.
Consent to Electronic Transactions and Disclosures
Because RESOLUTE operates via use of the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with RESOLUTE, you must consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099, K-1 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 RESOLUTE, GCS, our current third-party administrator (“TPA” and/or “NES Financial”), or any service provider either of us may use. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “IRS Form 1099”). We may elect at any time to cease delivering tax forms or other documents through electronic means and revert to paper documents in our sole discretion.
The decision to do business with RESOLUTE electronically is yours. You may withdraw your consent to electronic delivery by written notice to RESOLUTE and such withdrawal will take effect within 90 days after receipt of such notice.
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions 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.
RESOLUTE and/or its TPA generally receive(s) payments, and make(s) disbursements, through electronic funds transfers (ACH transfers) using bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize RESOLUTE or the TPA to make any and all investment disbursements to such account. You agree to provide RESOLUTE updated information regarding your bank or other account upon RESOLUTE’s request and at any time that the information earlier provided is no longer valid.
You also expressly consent to receiving calls 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).
You acknowledge that it is your responsibility to print, review, and save the Disclosures presented to you during the application process.
Agreement for Binding Arbitration.
We do not anticipate having any disagreements with you regarding usage of the Site. If any concerns about these matters arise, please notify us immediately. If it is not possible to resolve the disputes ourselves within 60 days, then either party to the dispute may refer the matter to binding arbitration. Each party agrees that all disputes or claims between you on the one hand and RESOLUTE, or any of our officers, directors, employees, members, agents and affiliates, on the other hand, of any nature whatsoever, including but not limited to those relating to use of the Site or the quality or appropriateness of services offered by the Site, shall be resolved by binding arbitration before a single independent arbitrator in Nevada. The arbitrator shall be selected by RESOLUTE. RESOLUTE chooses arbitration because it is usually less expensive and quicker than litigation and will allow us to resolve our disputes privately.
By your accessing the Site, you agree that, YOU AND RESOLUTE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement. YOU AND RESOLUTE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitration shall be conducted by the Judicial Arbitration and Mediation Services (“JAMS”). The arbitrator must decide all disputes in accordance with the chosen association’s rules and in accordance with Nevada law, and shall have power and obligation to decide all matters submitted, including arbitrability and legal questions raised by pleading or summary judgment motions. In the event that any dispute or claim is determined not subject to arbitration by the arbitrator, all parties agree that their respective rights and obligations shall be governed by the laws of the State of Nevada, excluding its choice of law rules. Furthermore, in the event that any dispute or claim is determined not subject to arbitration by the arbitrator, all parties agree that any and all legal action or proceedings shall be instituted in a state or federal court in Nevada.
You are encouraged to consult with counsel about agreeing to arbitration or to any other term of this agreement before accepting it, and User agrees that by using this Site, it is voluntarily accepting this agreement.
In addition to these Terms, you may have already entered into or in the future enter into other agreements with us or others that will govern your use of the Service or related services offered by us. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. In the event of a conflict between these Terms and any agreements you execute when making an investment in an investment opportunity offered on our Site, the terms of those investment agreements shall control.
If any provision of these Terms is found to be invalid by any court having jurisdiction to make such a determination, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to act with respect to a breach of these Terms does not waive our right to act with respect to that breach or subsequent breaches. Except as expressly and specifically contemplated by these Terms, no representations, statements, consents, waivers or other acts or omissions by us shall be deemed legally binding on us, unless documented in a physical writing hand signed by one of our duly appointed officers. We make no representation that our Site is appropriate or may legally be viewed in the nation, state, province or other jurisdiction in which you reside, do business, or are incorporated or organized. Access to the Site is prohibited from jurisdictions where the Site, or its Content, is illegal.
You agree that these Terms, as well as any suit, action or proceeding arising out of or in connection with any dispute with us, including without limitation any claim involving us or our affiliates, subsidiaries, employees, members, officers, directors, and agents, shall be governed by and construed in accordance with the laws of the State of Nevada in all matters, without regard to its provisions regarding conflicts of law. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Nevada.
For further information relating to these Terms, or to report a problem regarding the Site, please contact Team(at)rcp-ltd.com
© Resolute Capital Partners 2018