Terms of Service Agreement

March 2021

 

You should read this Terms of Service Agreement (this “Agreement”) carefully before accessing or using the website located at www.verivest.com in any way.

 

Verivest LLC and its affiliated entities (collectively, “Verivest,” “we,” or “us”) make certain online resources, including real estate sponsor profiles, access to open opportunities from verified sponsor members, software tools, technology and related services (collectively, the “Services”) available to users (each a “User” and referred to in this Agreement as “you”), including investors who use the Services to research, make and manage their investments, and qualified issuers, managers, and sponsors who become at least “Verivest Verified” who use the Site or the Services to provide information about themselves and their offerings to investors, or otherwise facilitate investments by investors using the Site (“Members”). “Users” also include anyone else who accesses or uses the Site or the Services for any other reason. 

 

In addition to being bound by the terms of this Agreement, Members’ use of the Site or the Services requires their on-going consent to and acceptance of the Member Terms of Service Agreement, which supplements this Agreement.  The current version of the Member Terms of Service Agreement is available at https://verivest.com/membership-terms.  

 

The Services include, but are not limited to, providing access to Verivest’s real estate sponsor Member directory, its proprietary investor management software solutions hosted at secure.getmarko.com and accessed by Users directly or through Verivest.com or other sites hosted by us and white labeled in the name of an issuer or manager (collectively, the “Site”). By using the Site or any of the Services, you agree to be bound by this Agreement, which constitutes a contract between you and Verivest. This Agreement supersedes any prior Terms of Service relating to the Services or the Site, including any prior Terms of Service relating to Redwood Real Estate Administration, LLC, Fiducia Labs, LLC, or Marko Technologies Inc., or to those entities’ marketing or support of Marko or any related services, other than the Member Terms of Service Agreement, which also applies to any use of the Services or the Site by Members.

 

By accessing, browsing or using the Services, including the Site, you acknowledge that you have read and understand, and agree to, this Agreement. We may update this Agreement at any time. Your continued use of the Services or the Site after any such modifications constitutes your acceptance of the modified terms and conditions. If you do not accept this Agreement, you do not have permission to access, browse or use the Services or the Site, and your sole and exclusive remedy is to discontinue using them. As such, we strongly recommend that you periodically review this Agreement, which is available upon request or at www.verivest.com/terms. The date of the last revision or update appears at the top of the Agreement under the title.

 

Your compliance with this Agreement is a condition of your right to access the Site and use the Services. Your breach of any provision of this Agreement will automatically, without the requirement of notice or of any other action, revoke and terminate your right to use the Services or access the Site and may also entitle us to recover damages from you.

 

  1. Privacy Policy

For information on how Verivest collects, uses, and discloses information obtained from its Users, please review our Privacy Policy. Your use of the Services indicates your consent to the data practices stated in our Privacy Policy.

 

  1. No Investment Advice or Recommendations Provided; Listed Securities Involve a High Degree of Risk

Any securities and real estate investment opportunities described on the Site, including at www.verivest.com, have not been registered under the Securities Act in reliance on certain exemptions provided in of Section 4(2) of the Securities Act and Regulation D, Rule 506, and Regulation S, promulgated under the Securities Act. Securities and real estate investment opportunities sold through private placements, including those listed on the Site, are restricted and not publicly traded, and are therefore illiquid. All private investments, including those listed on the Site, involve risk and uncertainty, including lower than projected returns and a complete risk of loss of invested capital. The investment opportunities identified on the Site are intended solely for experienced, qualified investors. Investors who cannot afford to lose their entire investment should not invest in private offerings like those listed on this Site.

 

Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Site, and Verivest is not registered with or subject to the supervision of any of those entities.

 

Verivest is not a crowdfunding site, a registered broker-dealer, funding portal, or investment advisor, and does not conduct any activity that would require such registration. Verivest does not (and cannot) recommend any of the Members or investment opportunities referenced on the site. By listing an investment opportunity on the Site, Verivest does not recommend investing in any one or more of the opportunities described on the Site—it lists the information at Members’ request solely to make Accredited Investors aware of potential opportunities.

 

  1. Description of Services Provided

 

Verivest provides four different types of sponsor profiles and related offerings listings: (i) Unclaimed, (ii) Basic, (iii) Verivest Verified and (iv) Verified Gold

 

Unclaimed profiles are profiles generated by Verivest based on information found using publicly accessible information. Verivest does not attempt to verify this information and specifically disclaims any representation or warranty that it is accurate. 

 

Basic profiles are profiles generated using information provided by a representative of the sponsor. Verivest does not attempt to verify any of the information found on a Basic profile, and specifically disclaims any representation or warranty that it is accurate.  

 

Verivest Verified profiles are profiles of Members whose principals have submitted to and for whom we have completed a background check and have determined meet the following basic requirements for being “Verivest Verified”:  

 

  • No personal or business bankruptcy petitions for controlling principal(s) of the sponsor in the past seven years.
  • No lawsuits involving allegations of fraud or similar misconduct made by investors that have not been resolved in sponsor’s favor.
  • No regulatory sanctions in the past seven years for any principal.
  • No felony criminal convictions in past seven years for any principal.
  • All principals have signed the Verivest Code of Conduct within the last 12 months.

 

In order to maintain a Member’s “Verivest Verified” status, Verivest will update its background checks and the Member’s principals will need to re-execute the Verivest Code of Conduct every 12 months.  

 

In addition to passing the background checks described above, in order to become Verivest Verified, Verivest must be able to verify the amount of “Investor Capital Managed” or “ICM” included in the Member’s profile.  In order to verify a Member’s ICM, Verivest undertakes the following activities:  

 

  • Asking the Member for a spreadsheet that lists all investment opportunities currently being managed by the Member (“active” opportunities), along with the amount of investor capital at risk in each investment vehicle. 
  • Requesting the balance sheets and income statements for each of those vehicles and confirming that the amount of capital contributed ties out to the spreadsheet. 
  • For funds with unfunded capital commitments, requesting an anonymized version of the capital account reconciliation that shows the amount of unfunded and funded commitments and tying the funded commitments to the balance sheet provided by the Member. 
  • Where appropriate, asking the Member for a random sampling of redacted subscription agreements to attempt to confirm the unfunded commitments are not being overinflated. 
  • Obtaining and reviewing a copy of the Operating Agreement or other similar charter documents for each investment vehicle included in the sponsor’s stated ICM (the “Operating Agreement”).

 

By identifying a Member as “Verivest Verified,” Verivest represents and warrants only that it has run the background checks described above using publicly available information, obtained signatures on the Verivest Code of Conduct from all principals identified by the sponsor, and confirmed the sponsor’s ICM using the methodology described above.  All other information included in a “Verivest Verified” profile is provided by the Member and, except to the extent needed to make its limited representation and warranty that the requirements for being “Verivest Verified” have been satisfied, Verivest does not attempt to verify that information, and specifically disclaims any representation or warranty that it is accurate.  

 

Verified Gold profiles are profiles that meet criteria for a Verivest Verified profile, PLUS the Member has engaged Verivest to monitor 100% of the Member’s active opportunities on a quarterly basis.  For each of these Verified Gold Members, Verivest also generates quarterly Monitoring Reports, as described in more detail below.

 

By identifying a Member as “Verified Gold,” Verivest represents and warrants that the criteria identified above have been satisfied.  All other information included in a Verified Gold profile is provided by the Member and, except to the extent needed to make its limited representation and warranty that the requirements for being a Verified Gold Member have been satisfied, Verivest does not attempt to verify that information, and specifically disclaims any representation or warranty that it is accurate.  

 

Monitoring is a service that Verivest provides (in exchange for a fee) to Verivest Verified and Verified Gold members only. Unclaimed and Basic sponsor profiles are not eligible for monitoring services. Verivest’s monitoring services include the following activities, which Verivest performs on a quarterly basis:

 

  • Collect the Income Statement, Balance Sheet, General Ledger Detail and Bank Statements for each applicable investment vehicle from the Member.
  • Review and verify that the calculations for any fees paid to the Member or any of its affiliates were done in compliance with the applicable investment vehicle’s Operating Agreement. If there is a variance, bring it to the attention of the Member and note it on the Monitoring Report. 
  • Review all general ledger transactions and identify any that appear to be with a related party. Confirm that those transactions are allowed under the terms of the Operating Agreement and in all cases note them on the quarterly Monitoring Report. 
  • Ensure that any entity expenses and reimbursement payments made are allowed under the terms of the applicable Operating Agreement. If there are any transactions that aren’t allowed, confer with Member on a plan to rectify the situation and document the discrepancy and plan in the Monitoring Report. 
  • Identify any new assets that were acquired during a given reporting period. Work with Member to gather transaction documentation (such as a closing statement) and then utilize one or more publicly accessible data sources (such as county title records) to confirm that the transaction occurred and is properly titled. If the Member elects to not engage Verivest to verify the existence of the asset, this will be noted on the Monitoring Report.
  • If the Operating Agreement stipulates limitations around the use of leverage or concentrations by property type, geography, asset size, etc., Verivest will test the entity’s compliance with those restrictions and note its findings on the Monitoring Report. 
  • Prepare a quarterly Monitoring Report confirming that Verivest has taken each of these steps for the applicable entity and noting any of the variances identified above.  

 

Verivest Verified Members may elect to have fewer than 100% of their active opportunities included in their ICM listed on the site monitored by Verivest, but monitoring 100% of a Member’s active opportunities included in their ICM is a requirement for achieving and maintaining Verified Gold status.  Members’ profiles indicate the percentage of the sponsor’s active opportunities that are being monitored.  Any indicated percentage of Monitored opportunities is based on the aggregate ICM invested in all of that Member’s active opportunities compared to the ICM involved in the Member’s active opportunities that it has retained Verivest to monitor.  All ICM reported on the site is based on the Member’s representation to Verivest of the existence of active opportunities and which have been verified according to the aforementioned criteria.

 

IDENTIFYING A MEMBER AS “VERIVEST VERIFIED” OR “VERIFIED GOLD,” OR INDICATING THAT SOME OR ALL OF A MEMBER’S ACTIVE OPPORUTNITIES ARE “MONITORED” DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF THAT MEMBER OR OF ANY SPECIFIC OPPORTUNITIES. INSTEAD, IDENTIFYING A MEMBER AS “VERIVEST VERIFIED” OR “VERIFIED GOLD,” OR INDICATING THAT SOME OR ALL OF A MEMBER’S ACTIVE OPPORUTNITIES ARE “MONITORED” INDICATES ONLY THAT VERIVEST HAS PREVIOUSLY REVIEWED CERTAIN INFORMATION ABOUT THAT MEMBER AND INFORMATION PROVIDED BY THAT MEMBER AND CONCLUDED THAT THE MEMBER HAS MET THE CRITERA IDENTIFIED IN THIS AGREEMENT.

 

All sponsors listed on the site, including Unclaimed and Basic profiles, appear in the “Find a Sponsor” page based on search parameters input by an investor.  The search algorithm on the “Find a Sponsor” page sorts the results in the following order:

 

  • Verified Gold (high to low by ICM)
  • Verivest Verified (high to low by ICM)
  • Basic and Unclaimed (alphabetically)

 

No recommendation is intended or implied based on the order in which search results are displayed.  

 

Track Record verification is an optional service that Members may retain Verivest (for a fee) to provide.  If a Member’s profile contains any track record information, this indicates that Verivest has undertaken the following activities to verify the Member’s track record:   

 

  • Verification of asset existence – real property and loans. To confirm that a Member has actually acquired the real property investments or made the mortgage loans identified by the Member as part of their track record, Verivest collects some or all of the following information from the Member about each asset in the Member’s track record, as applicable based on the nature of the asset:  
    • Investment date and amount
    • Disposition date and amount
    • Closing statement
    • Physical property address(es)
    • Equity invested 
    • Purchase and Sale Agreement 
    • Borrower name 
    • Offering Memorandum 
    • Operating Agreement 
    • Entity Balance Sheet 
    • General Ledger Detail Report 
  • Using the information provided by Member, Verivest searches for the real property asset in subscription databases to corroborate the reported dates and amounts and the property owner or borrower. If the property does not appear on the public record, Verivest notifies the Member and asks to connect with the counterparty or escrow agent to confirm the transaction took place. 
  • Verification of asset existence – limited partner investments in other entities.  To confirm that a Member has actually made a claimed limited partner investment in another entity, Verivest collects the Subscription Agreement and Operating Agreement for the investment and the contact information of the issuer from Member, and then contacts the issuer to confirm that the Member made the investment in question.
  • Verification of a Member’s reported return information.  Verivest attempts to verify return information reported to it by a Member using the following methodology:
    • Verivest collects and reviews information provided by the Member about the dates and amounts of investment capital it has received, the dates and amounts of distributions to investors, and the Member’s computed figures for IRR and equity multiples. 
    • Verivest then independently calculates return information and identifies and discusses any discrepancies with the Member. 
    • Verivest also reviews tax returns and general ledger information to confirm the total amounts of capital contributions and distributions reported by a Member. 
    • In some cases, including where the Member has not yet filed tax returns for a full cycle deal, or where it appears a Member may be attempting to manipulate IRR information, Verivest may use bank statements to reconcile general ledger information.

 

Any transaction noted on a Member’s track record as “Not Verivest verified” either means that Verivest has not been asked to verify that transaction, or that Verivest was unable to verify the existence of the asset or the terms of the Member’s acquisition of the asset.  There may be many reasons for this, including but not limited to an inability to access on-line information about an asset in locations where the applicable government agency has not yet made records available online, a Member’s election not to have an asset verified, or an inability by Verivest to verify the existence of an asset.   

 

A track record map is used to display location of each real property asset in which a Member who has retained Verivest to verify its track record has made an investment, either directly or indirectly.  If, for example, a Member has invested in a fund that has invested in multiple real properties, each of those real properties will appear on the map.  Thus, the number of locations indicated on the map may be much greater than the number of investments identified in a Member’s track record.  

 

A “Realized Investments Summary” may be used by Members who elect to include it with their posted track record information.  This summary includes the aggregate amounts of capital invested in all of the Member’s active and realized investments, average aggregated return information, and average hold periods.  This summary information should not be relied upon to make any investment decision.  It is not intended to be and should not be taken as any representation about how future investment opportunities by the Member will perform, or even about how any one investment by that Member has previously performed.  All averaged information is based on gross returns, and has not been weighted by total ICM or other similar factors.  Nor have any extraordinary returns driven by unique circumstances unlikely to be repeated been excluded.  

 

Investors should consult with professional legal and financial advisers to understand the significance of track record and other information displayed on the Site prior to making any investment decisions.   

 

Investment opportunity overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities and have been written and provided by the Members—not by Verivest—and Verivest makes no attempt to confirm the information contained in those summaries. Such summaries are intended for informational purposes only and do not purport to be complete. Each is qualified in its entirety by reference to the more detailed discussions contained in the applicable investor documents that will be provided solely by the Member. The information contained in the Site has been prepared by Verivest without reference to any particular User’s investment requirements or financial situation, and potential investors must consult with their own professional tax, legal and financial advisors before making any investment.

 

IN ADDITION TO THE MORE GENERAL DISCLAIMERS CONTAINED ELSEWHERE IN THESE TERMS, VERIVEST EXPRESSLY DISCLAIMS ANY AND ALL LIAIBLITY RELATING TO THE PERFORMANCE OF ANY INVESTMENT OPPORTUNITIES DESCRIBED ON THE SITE. THE MEMBERS OFFERING INVESTMENT OPPORTUNITIES ON THE SITE ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE REPRESENTATIONS ON THE SITE ABOUT THE OPPORTUNTIES BEING PRESENTED.

 

  1. Intellectual Property Rights and Ownership.

Verivest and its licensors retain sole and exclusive ownership of the software and other intellectual property used to provide the Services and operate the Site. Without limitation, this intellectual property includes (i) all software, computer code, and similar intellectual property used to provide the Services and (ii) the visual interfaces, graphics, designs, systems, methods, information, “look and feel,” organization, and all other content used to provide the Services or available on the Site, other than User Content (defined below). Contingent on your compliance in full with your obligations under this Agreement and any other agreements you may have with Verivest, including any agreement to pay for the Services, Verivest grants you a limited, revocable license to access and use the Services and the Site for the limited purposes of researching, making and managing investments with authorized Users who are lawfully using the Services, marketing and selling investment opportunities to and managing your relationships with investors who are authorized Users lawfully using the Services consistent with the Member Terms of Service Agreement, and any other use of the Services authorized by Verivest.

 

Verivest may revoke this license, in whole or in part, at any time and for any reason or for no reason. If we create a white-labeled tenancy for you as part of the Services, you will own the domain for that site, and we will provide an SSL Certificate for that domain during the term of this Agreement. If this Agreement is terminated for any reason, you will continue to own the domain but will need to provide alternative content and a security certificate for the domain. To the extent you provide any material to be displayed using the Services, including any material displayed on or accessible through the Site (“User Content”), including through your use of any white-labeled tenancy of the Site, you retain ownership of that User Content, but grant Verivest an unlimited license to use that User Content for the purpose of operating the Site and providing the Services. Without limitation, User Content may include text, graphics, charts, information, images, articles, reports, presentations and other material, as well as names, logos, trademarks and service marks. Nothing in this Agreement or any use of User Content consistent with this Agreement shall constitute a waiver of any trademark, copyright or other intellectual property rights by you or by us. Verivest reserves the right to enforce its intellectual property rights to the full extent of the law.

 

  1. Restrictions on Use.

By accepting the terms of this Agreement through your use of the Site and the Services, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Site or the Services.

 

The Services and the content of the Site may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, reverse engineered, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of Verivest in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Services; (ii) any derivative use of the Site or of the Services, or any portion thereof; (iii) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Site or the Services; or (iv) including any portion of the Site or Services on any other website, on a server computer or in documents, including but not limited to “mirroring” the information or displaying the information by means of HTML frames or similar means. Any unauthorized use of the Site or the Services is a violation of this Agreement and, if applicable, the Member Terms of Service Agreement, and may also violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

 

You warrant that when using the Site and the Services you will not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of the U.S. Securities and Exchange Commission or any other national or other securities exchange, and that your use of the Site and the Services is done in full regulatory and legal compliance.  Among other things, you represent and warrant that you hold all necessary licenses, permits, and others authorizations required to conduct your business as conducted through the Site. You agree to use the Services only for purposes that are legal, proper and in accordance with this Agreement and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended), any applicable state “Blue Sky” laws, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). We may refer any suspected fraudulent, abusive, or illegal activity to appropriate law enforcement authorities.

 

In addition to all other restrictions on your behavior contained in this Agreement, by using the Services and accessing the Site, you are agreeing not engage in any of the following conduct:

  • providing false or inaccurate information to us, including identity information or information about yourself, your offerings, or any investment products;
  • engaging or attempting to engage in illegal or fraudulent activities;
  • using the Services or the Site in any manner that could damage, disable, overburden, or impair the Services or the Site, or interfere with any other party’s use and enjoyment of the Services;
  • attempting to gain unauthorized access to the Site or the Services through hacking, password mining or any other means;
  • creating User accounts by automated means or under false or fraudulent pretenses;
  • transmitting any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
  • defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as rights of privacy and publicity) of others;
  • uploading, posting, emailing or transmitting, or otherwise making available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content, including any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party and any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
  • downloading any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
  • impersonating another person or entity, or falsifying or deleting any legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
  • removing any copyright, trademark or other proprietary rights notices contained in or on the Services;
  • using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about Users for any unauthorized purpose;
  • submitting content that falsely expresses or implies that such content is sponsored or endorsed by Verivest, including any of its affiliates or related entities, or any third parties; or
  • contacting any party or User other than as allowed through the Services.

 

Verivest reserves the right to change, suspend, or discontinue all or any part of the Site and the Services at any time without prior notice or liability, all with or without cause, and for any reason, including for engaging in any of these restricted activities.

 

  1. Third-Party Links.

The Services include links to websites operated by third parties, including Members and other authorized Users of the Site who may or may not be affiliated with us. We do not endorse, have any responsibility for or make any representations about, any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third-party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of Verivest and you agree that we shall not be responsible for any information or additional links found at such site or location, or for your use of such information.

 

  1. Third-Party Terms of Service.

Certain aspects of the Services are provided using software and other services provided by third-party vendors pursuant to licenses with us. By using the Services or accessing the Site, you are agreeing to be bound by all applicable license agreement and terms of service or use governing those third-party products and services. Without limitation, you are agreeing to be bound by the following terms of service, as if you were agreeing to each of these agreements directly with the applicable third-party vendors, as it relates to the products and services provided by that vendor:

 

  1. Consent to receive electronic Communications.

By accessing or using the Services, including the Site, you consent to receive all communications from us electronically and you confirm that you can access, receive and retain such communications, which may include communications, terms, disclosures, notices, and statements that we provide to you in connection with your use of the Services or activities on the Site. We will provide these electronic communications to you by posting them on the Site or emailing them to you at the email address associated with your use of the Services. All such communications will be considered received by you within 24 hours after the time we post it to our website or email it to you. You must keep all email addresses associated with your use of the Services updated in order to receive communications from us.

 

  1. Investor Due Diligence

By using the Services and the Site to research or manage investments in private securities issued or managed by Members, you acknowledge and agree that all such investments are inherently risky, and you are assuming all risks associated with making such an investment. You acknowledge that Verivest and its affiliated companies will only conduct the limited due diligence described in this Agreement needed to confirm that a Member is “Verivest Verified” or “Verified Gold,” or to provide the other monitoring and verification services described in this Agreement, and that any due diligence it may have performed might be flawed, dated, or inaccurate, or may for a variety of reasons be unrelated to any due diligence you may need to do to safely make such an investment for your purposes, and that you have no right to rely solely on due diligence that Verivest or its affiliates have done in making your investment decisions. You will conduct your own due diligence on all opportunities in which you may be interested. By using the Services, you unconditionally and forever release Verivest and its affiliates and their respective agents, officers, directors, partners, representatives and third-party service providers from any and all liability associated with your use of the Services, including the Site, any Member disclosures, due diligence, and representations, even in the event of outright fraud by parties other than Verivest, whether or not it could have reasonably been known or foreseen at the time of inception or at any time thereafter.

 

Neither Verivest nor any of its affiliates endorse or have any control over any User Content, including any securities or investment opportunities offered or sold by Members through the Site or the Services, and we expressly disclaim any and all liability in connection with any such User Content. We will not be responsible for the accuracy, usefulness, truthfulness, safety, validity, forthrightness, completeness, or intellectual property rights of or relating to such User Content. You use the Services, including the Site, solely at your own risk. You understand, acknowledge and agree that you are entirely responsible for the consequences of all your use of or reliance on the Service, any User Content, or the Site.

 

  1. Disclaimers.

10.1 No Offer of Securities or Advice. You acknowledge and agree that any content and information you may access through the Services or through the Site has been provided by parties other than Verivest and that nothing contained on the Site may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment, or of any sponsor or Member, by Verivest. Verivest is not providing the Services or the Site to provide investment or other advice and nothing therein should be deemed to be a recommendation that you buy, sell, or hold any security or other investment. You further acknowledge and agree that Verivest does not provide any tax, legal, accounting or other professional advice in connection with any investments you might make. In making an investment decision, you must rely on your own examination of an investment, including the merits and risks involved, and consult with your own legal, financial, and other advisors prior to making any investment.

10.2 Disclaimer of Warranties. THE SERVICES, INCLUDING THE SITE, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND, EXCEPT FOR THE EXPRESS, LIMITED REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT. BY USING THE SERVICES, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER VERIVEST, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS (OTHER THAN USERS PROVIDING USER CONTENT THAT INCLUDES EXPRESS REPRESENTATIONS), DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, LICENSORS OR THE LIKE (COLLECTIVELY “REPRESENTATIVES”) WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT FOR THE EXPRESS, LIMITED REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT, NEITHER VERIVEST NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND VERIVEST AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT, ALL TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, VERIVEST ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE. VERIVEST EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES COMPLY WITH SECURITIES OR OTHER LAWS, AND BY USING THE SERVICES YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS.

 

  1. Indemnification.

As a condition to your use of the Services, including the Site, you agree to indemnify, defend and hold harmless Verivest and all of its agents, Representatives, and affiliates against any and all claims, liabilities, damages, costs or other expenses (including, without limitation, attorney fees) that may arise directly or indirectly out of or from (a) your purchase or sale of any securities or participation in any investment opportunity using the Services or the Site, (b) your breach of this Agreement, and (c) any action (or inaction) you take or decision you make in reliance on or as facilitated by the Services.

 

  1. Limitations of Liability.

BY USING THE SERVICES IN ANY WAY, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES; AND (iii) THAT IN NO EVENT SHALL VERIVEST OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EXCEPT FOR OTHER USERS MARKETING INVESTMENT OPPORTUNITIES) BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR PURCHASE OR SALE OF ANY SECURITIES OR PARTICIPATION IN ANY INVESTMENT OPPORTUNITY USING THE SERVICES, (b) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE SERVICES, INCLUDING ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE, (c) ANY ERRORS OR OMISSIONS IN THE SERVICES, (d) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SERVICES OR THE SITE, AND (e) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE OR OTHER COMPUTER MALFUNCTION, IN EACH CASE ((a) THROUGH (e)) INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND LOSS OF OR DAMAGE TO PROPERTY, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF VERIVEST OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES.

 

  1. Severability and Waiver.

If any provision of this Agreement is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of Verivest to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.

 

  1. Complete Agreement.This Agreement, the Member Terms of Service Agreement, our Privacy Policy, and any other written agreements you may have with Verivest, including any agreements to pay for the Services, constitute the entire agreement between you and Verivest relating to the Services and the Site, and supersede any prior agreements or understandings not incorporated herein. This Agreement is not intended to modify or amend other agreements you may have with Verivest or its affiliates regarding other matters.

 

  1. Termination of the Agreement.

Verivest reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and your access to all or any part of the Services) at any time and for any reason without prior notice or liability. Upon any termination of this Agreement you must promptly stop any use of the Services and this Site. If this Agreement is terminated, any provisions that need to survive termination of this Agreement in order to have their intended force and effect shall survive.

 

  1. Governing Law and Venue.

The Services and the Site are made available to you from the State of Oregon in the United States. They are not intended for use by non-U.S. investors. If you elect to access or use the Services from outside of the United States, we make no warranties that materials on this site are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Services if you are restricted by any local, state, national or international laws. The laws of the State of Oregon, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement).

 

By using the Services, you expressly and irrevocably agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Multnomah County Oregon for the purpose of resolving any dispute relating to your access to or use of the Site or the Services. Notwithstanding the foregoing, you expressly acknowledge and agree that Verivest may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this may require you to submit any disputes related to the use of the Site to final and binding arbitration in the State of Oregon.

 

  1. Class Action and Arbitration.

By using the Services, including the Site, you irrevocably agree that if any dispute should arise between you and us, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.

 

You irrevocably agree that Verivest, at its sole discretion, may require you to submit any disputes arising from the use of the Services, the Site, this Agreement, or the Member Terms of Service Agreement, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of Oregon and will take place in Portland, Oregon.

 

  1. Contact.

Thank you for using the Services, including the Site. Please contact us at info@Verivest.com if you have any questions about our Services, the Site, the Member Terms of Service Agreement, or this Agreement. Electronic mail or other communications through the Site to us (or any of our employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.

 

Copyright © Verivest LLC 2021

Verivest is not registered with the SEC or any similar state agency, is not an investment advisor and does not offer investment advice. Verivest does not (and cannot) recommend any of the sponsors or investment opportunities referenced on this site. All private investments involve risk and uncertainty, including lower than projected returns and a complete risk of loss of invested capital. Investors should conduct thorough due diligence and consult with qualified legal and financial advisors before making any investment decisions.