1. Website Operation
2. Your Use of the Site
This User Agreement sets forth the terms and conditions which govern your access and use of the Site and of the Content (as defined below) and the services and functionality made available on or through the Site (collectively, the "Services") whether as a guest or a registered user.
Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Services.
4. Security of your Username/Password
5. Website Content
The Site contains a wide variety of Content (defined below), whether (1) proprietary to Finitive and its affiliates, or (2) proprietary to third parties. "Content" includes, but is not limited to text, data, files, documents, software, scripts, layout, design, function and "look and feel," graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials that you may view, access or download (but only as expressly permitted in paragraph C below) through the Site.
You acknowledge and agree that all Content, whether publicly posted or privately transmitted, as well as all derivative works thereof, is owned by Finitive, and is protected by copyright, trademark, and other intellectual property laws. Except as specifically permitted herein, Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior consent of Finitive or such third-party that owns the Content. All rights not expressly granted herein by Finitive and/or its licensors to you are reserved by Finitive and/or its licensors.
Your use of the Services is at your sole risk and Content is provided to you on an AS IS and AS AVAILABLE basis. You understand that we do not guarantee the accuracy, safety, integrity or quality of Content and you hereby agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the Content, integrity, and accuracy of such Content. Nothing on the Site should be deemed to constitute a recommendation to purchase, sell or hold, or otherwise to constitute advice regarding, any registered or unregistered security.
By accessing Content you acknowledge and agree that Finitive does not give investment advice, endorsement, analysis or recommendations with respect to any securities. All securities posted on this site are being offered by the applicable issuer of such securities (the "Issuer"), and all information included on this site with respect to such securities is the responsibility of the Issuer. Finitive has not taken steps to verify the adequacy, accuracy, or completeness of the information. Neither Finitive nor any of its members, officers, directors, agents and employees makes any warranty, express or implied, of any kind related to the adequacy, accuracy or completeness of any information on this site or the use of information on this site. Certain offerings posted on the platform and so designated are offered by Private Brokers LLC ("Private Brokers"), Member FINRA, located at 745, Fifth Avenue, Suite 500, New York, NY 10151. You can check the background of this firm on FINRA's BrokerCheck website. Private Brokers 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 investment platform. This website is intended solely for qualified investors. Private investments are highly illiquid and risky and are not suitable for all investors. The investments described herein may be highly illiquid and investors should be prepared to hold such investments indefinitely or otherwise to maturity.
7. Non-disclosure and Confidentiality
All information obtained from the Site or information provided to any User by any representative of Finitive, which may include, but is not limited to information about Finitive and its affiliates and their respective clients, borrowers, originators, brokers, licensors and suppliers that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of Finitive's and its affiliates' clients is confidential in nature (collectively, "Confidential Information"). You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information.
Confidential Information does not include information that (i) is in the possession of the User at the time of disclosure as shown by the User's written files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure to the User is in the public domain through no fault of the User and not in breach hereof by the User; (iii) is approved by the Finitive or another authorized party, in writing, for release; (iv) was or is hereafter received by the User from a third party who, to the knowledge of the User at the time of such disclosure, had a right to disclose it and was not subject to an obligation of confidentiality or fiduciary duty with respect to such disclosed information; or (v) is developed by or for the User independently of permitted disclosures hereunder, as shown by contemporaneous written records.
Confidential Information may not be shared by any User with any other party or used for any purpose other than evaluation of the merits of an investment opportunity listed on the Site; provided that, (a) a User may share Confidential Information obtained from the Site with its employees or affiliates and its legal, tax or other professional advisors to the extent that such employees, affiliates or advisors have been notified of the confidential nature of the information and agree to maintain the confidentiality thereof and (b) upon any request of a governmental, supervisory or regulatory body - routine or otherwise - User shall be permitted to disclose Confidential Information to such governmental, supervisory or regulatory body (a "Permitted Disclosure"); provided that, to the extent legally permitted, User provides notice of such request and disclosure to Finitive. Finitive reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit or remove any information or materials on the Site, in whole or in part, in Finitive's sole discretion.
You acknowledge and further agree that all obligations relating to Confidential Information under this User Agreement will continue after termination of this User Agreement and termination of access rights hereunder.
8. Restrictions on Your Use of the Services
You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose, including without limitation any violation of the antifraud or registration provisions of the securities laws of the U.S. or any state therefore. You shall not post or transmit via the Services (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Services in any manner, including, but through the use of methods such as denial of service attacks, flooding or spamming and you will not transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, "Harmful Code"). You shall not use the Services in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Services.
9. Data Provided by Third Party Data Providers
Certain information on the Site may be provided by by third party data providers ("Data Providers"). Information obtained from a Data Provider shall be marked to indicate which Data Provider provided the relevant information. By agreeing to these Terms and Conditions, you agree (1) to waive any claim against Finitive and the Data Providers arising out of or related to the Content of the Site, (2) that you have no direct contractual privity with any Data Provider and that (3) you will treat all such data as strictly confidential and not disclose any such data to any third party.
All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of Finitive® or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services without the express written permission of Finitive, or such third-party that may own the trademark, service mark, logo, slogan or tagline.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. You agree that Finitive shall not be liable to you or any third party for any termination of your access to the Services. Account termination may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by contacting Finitive's customer service at firstname.lastname@example.org. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
12. Links to Third-Party Sites
13. Your Ability to Accept this User Agreement
This Site is intended solely for users who are at least 18 years of age or older. By using the Site, you affirm that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this User Agreement, and to abide by and comply with this User Agreement.
14. Limitation of Liability
Finitive and its parents, subsidiaries, affiliates, officers, directors, agents or employees are not liable to you or any other person for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with your use of the Services, whether under a theory of breach of contract, tort, negligence, strict liability, malpractice, any other legal or equitable theory or otherwise, even if Finitive has been advised of the possibility of such damages. You hereby release Finitive and hold it and its parents, subsidiaries, affiliates, officers, directors, agents and employees harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Services. You waive the provisions of any state or local law limiting or prohibiting a general release.
The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability also applies with respect to damages incurred by you by reason of any products or services sold or provided on any linked sites or otherwise by third parties other than Finitive and received through the Services or any linked sites.
Without limiting the generality or effect of other provisions of this User Agreement, as a condition of use, you agree to indemnify, hold harmless, and defend Finitive and its parents, subsidiaries, affiliates, suppliers, lenders, licensors or service providers and, in each case, their officers, directors, affiliates, subcontractors, agents and employees, lenders, licensors and suppliers and their parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, "Indemnified Parties" and each, individually, an "Indemnified Party") against all costs, expenses, liabilities and damages (including reasonable attorney's fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use of the Services; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any obligations set forth in this User Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party.
If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
This defense and indemnification obligation shall survive this User Agreement and your use of the Service. Finitive reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Finitive in asserting any available defenses.
16. Governing Law and Jurisdiction
To the maximum extent permitted by law, this agreement is governed by the laws of the State of New York and you hereby consent to the exclusive jurisdiction and venue of courts in New York in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.
This User Agreement constitutes the sole agreement between you and Finitive for your use and the provision of the Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this User Agreement shall bind either you or Finitive.
Any of the terms of this User Agreement which are determined to be invalid, unlawful, void, or for any reason unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this User Agreement or affecting the validity or enforceability of this User Agreement as a whole.
18. Contact Us
If you have any questions about these Terms, please contact us:
745 5th Avenue, Suite 500
New York, NY 10151
Last Updated: 12 September 2022