These Terms govern your access and use of the Site and all content, services and products provided through the Site (collectively, the “Service”). Please read these Terms carefully before using or accessing the Site or the Service. If you violate any of these Terms, or otherwise violate any agreement between you and us, we may terminate your relationships with us or the issuers offering securities through the Site, and prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site), at any time in our sole discretion, with or without notice.
CHANGES TO THESE TERMS
We may make changes to these Terms from time to time without notice to you other than posting the revised Terms on the Site. 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.
You must be 18 years of age or older to use the Site or the Services. Any use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms. 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.
Those portions of the Service and pages of the Site that relate to investment opportunities or to making investments in the securities offered by issuers using the Site may not be available in all jurisdictions, are only available where permitted by law, and are only available to certain qualified users who, among other things, are either Accredited Investors residing the United States, as described more full below, or qualified residents of foreign countries.
For persons resident in the United States, only “Accredited Investors,” as that term is 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, who are willing and able to verify their status as Accredited Investors to an issuer’s satisfaction, are authorized to access the Service and the Site (such persons being “Accredited Investors”).
Persons who are resident outside of the United States are allowed access to investment opportunities only if such access does not violate the laws of their country of residence.
Those portions of the Service and pages of the Site that relate to investment opportunities or to making investments in the securities offered by issuers using the Site 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 any issuer using the Site is not authorized to provide such information or services.
SECURITIES OFFERINGS, NO PROFESSIONAL ADVICE PROVIDED
The securities offered on the Site have not been registered under the Securities Act in reliance on certain exemptions provided in Section 4(2) of the Securities Act and Regulation D, Rule 506, Regulation S, or promulgated under the Securities Act. 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 the merits of any offering on this Site.
Fairway is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration. By listing an investment opportunity on the Site, Fairway does not recommend investing in any one or more of the funds described on the Site—it lists the information solely to make Accredited Investors aware of the potential opportunities. IN ADDITION TO THE MORE GENERAL DISCLAIMERS CONTAINED ELSEWHERE IN THESE TERMS, FAIRWAY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO THE PERFORMANCE OF THE POTENTIAL INVESTMENTS DESCRIBED ON THE SITE. THE ISSUERS OFFERING SECURITIES ON THE SITE ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE REPRESENTATIONS ON THE SITE ABOUT THE INVESTMENT OPPORTUNITIES BEING PRESENTED. 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. Each is qualified in its entirety by reference to the more detailed discussions contained in the applicable investor documents that will be provided by the issuer of the security. The information contained in the Site has been prepared by Fairway without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
All securities on the Site are offered through North Capital Private Securities, Member FINRA/SIPC, located at 623 East Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047. NCPS does not make investment recommendations and no communication, through this website or in any other medium should be construed as a recommendation for any security offered on or off this Site. This Site is intended solely for qualified investors. Investments in private offerings and startup investments in particular are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest in such offerings. Companies seeking startup investments tend to be in earlier stages of development and their business model, products and services may not yet be fully developed, operational or tested in the public marketplace. There is no guarantee that the stated valuation and other terms are accurate or in agreement with the market or industry valuations. Additionally, investors may receive restricted stock that may be subject to holding period requirements. Investments in early-stage private companies should only be part of your overall investment portfolio. Furthermore, the allocation to this asset sub-class may be best fulfilled through a balanced portfolio of different start-ups. Investments in startups are highly illiquid and those investors who cannot hold an investment for the long term (at least 5-7 years) should not invest.
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 certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event”). By using the Services and this Site, you represent that you are not subject to a Disqualifying Event and that you will promptly notify Fairway in writing should any Disqualifying Events be applicable to you. Fairway is not liable or responsible for making any Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.
PROHIBITED CONDUCT (INCLUDING NON- CIRCUMVENTION RESTRICTION)
By using the Site, you agree that Fairway has expended significant time and effort developing relationships with the issuers who describe their investment opportunities through the Site, and you agree that, while you are using the Site, and for two years following your last use of the Site, you will not solicit, initiate, encourage, or engage in discussions or negotiations with any issuer or other third party introduced to you by Fairway or through the Site, without the express written permission of Fairway. This provision shall survive any termination of these Terms.
You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations. You specifically agree not to:
- 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;
- utilize any data provided on the Site (including data provided by issuers or other third-parties) for purposes other than evaluating listed investment opportunities;
- transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature; defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- 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 Service or any activities conducted on the Service, 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;
- impersonate another person or entity, or falsify or delete any accredited status verification documentation;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Service;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or collect information about its users for any unauthorized purpose;
- use the 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);
- share or disclose with anyone any information obtained through the 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.
REGISTRATION DATA, ACCOUNT SECURITY
In consideration of your use of the Site, 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.
PROPRIETARY RIGHTS IN SITE CONTENT, LIMITED LICENSE
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 the proprietary property of us or of the issuers who have contracted with us to have their content posted on the Site, 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. 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 our prior written permission, 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 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.
You agree to 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.
THE SITE AND THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED “AS IS.” We do not guarantee the accuracy of any content posted on the Site, including any representations about potential investment opportunities that are described on the Site. We are not responsible for the conduct, whether online or offline, of any issuer. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of the Site and/or the Service.
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 of information on the Site. 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 on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof. Under no circumstances will we be responsible for any loss or damage, including any investment losses or any personal injury or death, resulting from anyone’s use of the Site or the Service.
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 Fairway.
LIMITATION OF LIABILITY
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL FAIRWAY, ITS AFFILIATED ENTITIES, OR THEIR RESPECTIVE MANAGERS, OFFICERS, MEMBERS, 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 INVESTMENTS 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 THEY ARE AWARE OF OR HAVE 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 FAIRWAY, ITS AFFILIATED ENTITIES, OR THEIR RESPECTIVE MANAGERS, OFFICERS, MEMBERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION. IF AND ONLY TO THE EXTENT THIS LIMITATION IS LEGALLY UNENFORCEABLE, OUR AGGREGATE LIABILITY, AND THE LIABILITY OF ANY MEMBER OR MANAGER OF FAIRWAY, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATED IN ANY WAY TO OR IN CONNECTION WITH THE SERVICE OR THE SITE IS LIMITED TO $100.00 IN THE AGGREGATE FOR ALL CLAIMS YOU MIGHT OTHERWISE HAVE.
THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) STRICT LIABILITY, (4) TORT, (5) NEGLIGENCE, OR (6) ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.
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.
By visiting or using the Site and/or the Service, you agree that the laws of the State of Oregon, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. By agreeing to these Terms and using the Site and the Service, you irrevocably agree to submit to personal jurisdiction in Oregon for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter. The prevailing party in any litigation arising out of or relating in any way to the Site or the Services will be entitled to recover its attorney fees and other costs.
Fairway’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.