Updated: June 22, 2023
Customer Support and Complaints
TERMS APPLICABLE TO ALL USERS: ELIGIBILITY, LICENSE, AND REPRESENTATIONS
Proprietary Rights in Site Content; Limited License
Restrictions on Data Collection/Termination
Without our prior consent, you may not: (1) use any automated means to access or collect any information from the Company Services (including, without limitation, robots, spiders, scripts, or other automatic devices or programs); frame the App or Site, utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over this Site’s pages, or otherwise affect the display of this Site’s pages; engage in the practices of “screen scraping”, “database scraping” or any other activity with the purpose of obtaining content or other information; or (2) use this App or Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this App, Site, or interfere with any other party’s use and enjoyment of this Site.
You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Service or the App or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Service or the App or Site or for any other purpose. You further agree that you may not use the Service or the App or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services. In addition, you agree not to use the Service or the App or the Site to: (1) upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable, except where authorized by the Company, register for more than one User account, register for a User account on behalf of an individual other than yourself, operate a User account on behalf of or for the benefit of any person who is not eligible to register for or operate a User account in their own name, or register for a User account on behalf of any group or entity (other than approved investment accounts opened on behalf of legal entities); (2) upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; (3) solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes from any User; (4) upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; intimidate or harass another User; (5) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with or authority to act on behalf of any person or entity; (6) upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; upload, post, transmit, share, store or otherwise make publicly available on the App or Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers; (7) use or attempt to use another’s account, service, or system without authorization from that person and the Company, or create a false identity on the Service or the App or the Site; or (8) use any funds derived or obtained from illegal activity or source to make any investment through the Site, the App or any Services; or (9) upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the App or the Site, or which may expose the Company or its Users to any harm or liability of any type.
User Content Posted
CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES
Any Disclosures will be provided to you electronically through our Site, App, or via electronic mail to the email address you provided or through other electronic means of communication-based on information provided by you. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms provided electronically will remain accessible through at least October 15 of the year in which such IRS Forms are made available; after that time the IRS Form may no longer be accessible electronically. We may discontinue the electronic provision of Disclosures at any time at our sole discretion.
Types of Communications to be Provided in Electronic Form
How We Will Provide Communications to You
All Communications that we provide to you in electronic form will be provided by one or more of the following methods: (1) via email, (2) via a mobile application, or (3) by requesting that you download a PDF file containing the Communication, or (4) via SMS text. If we make a Communication available to you, we will notify you by email at the address you provide to us or by text message to the phone number you provide us that a Communication is available for you to access. Even though you have consented to receive Communications electronically, we may always at our discretion or when required by applicable law provide Communications to you in paper form at the mailing address that you have provided to us.
Scope of Consent
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Company or between you and another party with whom you transact through the Site. 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.
Consenting to Do Business Electronically
Before you decide to do business electronically with Cultivate Capital, you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software Requirements In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: (1) access to the Internet; (2) an email account and related software capable of receiving email through the Internet; (3) supported Web browsing software; and (4) hardware capable of running this software.
If you use the Electronic Signature features of the Site, App and/or Service, you accept the following terms applicable to any Electronic Signatures. “Electronic Signature” means the electronic signature features on our Site, App and/or Service, which provides online display, acknowledgement, electronic signature, and storage services in respect of binding agreements via the Internet, and includes software, programs, communication and network facilities, hardware and equipment used by Cultivate Capital or its agents to provide the Electronic Signature features of the Site, App and/or Service. “Transaction Data” means all data including the metadata associated with a transaction (such as information input, image hash value, transaction history, email addresses, method and time of receipt, recipient names and signature IDs) and maintained by Cultivate Capital in order to establish a digital audit trail.
Cultivate Capital’s provision of the Electronic Signature feature is conditioned on User’s acknowledgement of and agreement to the following:
(1) When a User or any person or entity uses the Electronic Signature feature to affix a signature to any agreement or document related to our Site, App and/or Service, the User is agreeing that the Electronic Signature, whether typed, drawn, or otherwise created, is a legally valid and binding signature, just as though the User had handwritten their signature on a hard copy of a document and said signature is the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
Each User agrees, and acknowledges that it is such User’s intent, that if such User electronically signs any agreement or document through our Site, App and/or Service it is signing, adopting, and accepting the agreement or document and that signing the agreement or document using an electronic signature is the legal equivalent of the User having placed its handwritten signature on this agreement or document on paper. User agrees that the use of electronic signatures through our Site, App and/or Service shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based signature system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
(2) Cultivate Capital is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, Cultivate Capital is not responsible for providing transaction documents or other documents to third parties;
(3) Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers,” such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. Cultivate Capital does not and is not responsible to: (i) determine whether any particular transaction involves a “consumer;” (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; (v) provide any such copies or access; or (vi) otherwise to comply with any such special requirements.
Telephone Consumer Protection Act Overview Consent
You expressly consent to receive calls and messages, including auto-dialed and prerecorded message calls, and SMS messages (including text messages) from us, our affiliates, agents, and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Consent to Digital Call Recording
Additional Mobile Technology Requirements
If you are accessing our Site, App, and the Disclosures electronically via a mobile device (such as a smartphone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”.
You may not withdraw consent to doing business with us electronically for as long as you have outstanding investments. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered account with us.
How to Contact Us Regarding Electronic Disclosures You can contact us via email at email@example.com. If you are an individual User, you will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to firstname.lastname@example.org. You also agree to update your registered residence address and telephone number on the App or Site if they change. If you are a business or entity User or are acting on behalf of a business or entity, you will keep us informed of any change to your email address, telephone number, and primary business address, as discussed under “Terms Applicable to Business and Other Entity Users” below. You will print a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Site or App.
The securities offered on the Site have not been registered under the Securities Act of 1933, in reliance on Regulation A, Regulation D and or/ Regulation Crowdfunding. Securities sold through private placements, Regulation Crowdfunding and Regulation D are restricted and not publicly traded and are therefore illiquid. Securities sold through Regulation A are liquid but are not publicly traded and no secondary market likely exists for the sale of such securities. 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 or trading on the Site or App.
For Regulation Crowdfunding offerings, investment overviews and so-called “tombstone” advertisements on the Site or App may contain summaries of the principal features or terms of investment opportunities available through the Site and App. Such overviews and tombstone advertisements 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 Form C filed with the Securities and Exchange Commission or other offering materials relating to such investment opportunity for a Regulation Crowdfunding offering. YOU MUST CAREFULLY REVIEW THE FORM C, AND/OR OTHER OFFERING MATERIALS BEFORE DECIDING TO INVEST.
For Regulation A offerings, investment overviews and so-called “tombstone” advertisements on the Site or App may contain summaries of the principal features or terms of investment opportunities available through the Site and App. Such overviews and tombstone advertisements 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 Form 1-A filed with the Securities and Exchange Commission or other offering materials relating to such investment opportunity for a Regulation A offering. YOU MUST CAREFULLY REVIEW THE FORM 1-A, AND/OR OTHER OFFERING MATERIALS BEFORE DECIDING TO INVEST.
For Regulation D offerings, investment overviews and so-called “tombstone” advertisements on the Site or App may contain summaries of the principal features or terms of investment opportunities available through the Site and App. Such overviews and tombstone advertisements 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 issuer’s offering documents or other offering materials relating to such investment opportunity for a Regulation D offering. YOU MUST CAREFULLY REVIEW THE OFFERING MATERIALS BEFORE DECIDING TO INVEST.
The information contained on the Site and App has been prepared by Company or an issuer utilizing the Site and/or Services 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.
NO INVESTMENT ADVICE
You acknowledge that Company does not provide investment advice or a recommendation of securities or investments. Furthermore, you agree that the contents of the Site, App, or Services do not constitute financial, accounting, legal, or tax advice from Company. You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.
TERMS APPLICABLE TO INDIVIDUAL USERS
Registration Data and Account Security
In consideration of your use of the App, Site, and Services, you agree to (a) provide accurate, current, and complete information about you as may be prompted by any registration or subscription forms on the Site, App or otherwise requested by the Company (“Individual Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; (d) promptly notify the Company regarding any material changes to information or circumstances that could affect your eligibility to continue to use the App, Site or Service or the terms on which you use the App, Site or Service; and (e) be fully responsible for all use of your account and for any actions that take place using your account.
By registering for the App, Site and/or Services, you agree and consent to allowing us to share your name, address, e-mail address and telephone number, as well as other personally identifiable information (but not payment or banking information), with issuers who are using the App, Site and/or Services to raise capital, once you begin the process of filling out the online forms to invest in said issuer, or if you “like” or “Follow” any such issuer on the App, Site and/or Services. You also consent to being contacted by such issuers using the information we share, for purposes of compliance or assisting with completing your application to invest or for their marketing purposes. You also agree and consent to allowing us to share your name, address, e-mail address and telephone number, as well as other personally identifiable information with any FINRA registered broker-dealer who assists us with securities compliance or otherwise, and you consent to being contacted by such entities using the information we share, for purposes of compliance or assisting with completing your application to invest.
KNOW YOUR CUSTOMER
You acknowledge that the issuer or Company will perform Know Your Customer (“KYC”) procedures on all subscribers, as required by internal policies and, as required by applicable FINRA guidelines and federal and state regulations for investments under applicable laws. You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by the Company. The company or issuer may in their sole and absolute discretion decline to accept any person’s request in anything, at any time, with no requirement for any reason or explanation; the parties agree that such decline(s) if any, shall not constitute an opinion, recommendation or investment, legal or tax advice by Company.
We, or the issuer of securities, will perform background checks on all subscribers in Regulation. Crowdfunding or Regulation A offerings through third-party service providers. These background checks will seek to confirm whether a subscriber’s name and identity match the identity of anyone listed on a terrorist or criminal database or watch list or is associated with any foreign government. By subscribing for securities through the App, Site, or Services you consent to such background checks. With respect to background checks (including, but not limited to data which we obtain from third parties regarding OFAC, FINCEN, PATRIOT Act, criminal history, bankruptcy, etc.), the data and information contained in our investigations are obtained from numerous regulatory, private and public sources and is thought to be reliable. We may have legal obligations under the USA Patriot Act or other applicable laws designed to detect money laundering or other crimes, including obligations to report suspicious activity. We reserve the right to deny any individual the right to access investment products that are otherwise available on our website for any reason, including, without limitation, as a result of information obtained in connection with background checks and whether or not such information is accurate, truthful, or complete.
Electronic Fund Transfer Disclosure Statement
The following disclosures are made in accordance with federal law regarding electronic payments, deposits, transfers of funds, and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account. Electronic Fund Transfer (ETF) is any transfer of funds, other than a transaction originating by check, draft, or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website, or mobile application. Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account. You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. Tell us at once if you believe your account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft, or unauthorized use, we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section B may be extended for a reasonable period.
Please notify us as soon as you can by emailing email@example.com (1) if you believe a transaction receipt or a statement is wrong, or (2) if you need more information about a transaction on the receipt or statement. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the error or problem appeared. Your inquiry must include: (x) your name, email associated with your account, and your account number (if available); (y) a description of the error or the transaction you are unsure about, and a clear explanation of why you believe there is an error or why you need more information; and (z) the dollar amount of the suspected error. If you tell us orally, we may require that you send us your inquiry via email within ten (10) business days.
Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). By entering into this Agreement, you understand and agree that it is your responsibility to determine what, if any, Taxes apply to the payments you make or receive, and it is solely your responsibility to assess, collect, report, and remit the correct taxes to the appropriate authority. Cultivate Capital is not responsible for determining whether any Taxes apply to your transaction, or for calculating, collecting, reporting, or remitting taxes arising from any transaction.
BUSINESS AND ENTITY TERMS
Business and Other Entity Users
Business Registration Data and Account Security
In consideration of your use of the App, the Site and the Service on behalf of a business or other entity member, you, individually and on behalf of such business or entity, agree to provide accurate, current and complete information about the business or entity, yourself and any other principals and/or authorized representatives of the business or entity member as may be prompted by any registration forms on the App, the Site, Service or otherwise requested by the Company (“Business Registration Data”), including the business or entity’s full legal name; (b) provide such materials as the Company may request to establish and/or verify your or any other person’s identity or authority to enter into binding agreements on behalf of the business or entity, or to establish and/or verify the business or entity’s legal existence, good standing in any jurisdiction and eligibility to use the App, the Site or Service; (c) maintain the security of any password and identification issued for use by or on behalf of the business or entity; (d) maintain and promptly update the Business Registration Data, and any other information provided to the Company by you or anyone else acting on behalf of the business or entity, to keep it accurate, current and complete; (e) promptly notify the Company regarding any material changes to information or circumstances impacting the business or entity’s legal existence, good standing in any jurisdiction in which the business or entity is authorized to conduct business, or eligibility for continued use of the App, the Site or any Service; and (f) be fully responsible for all use of any accounts opened on behalf of the business or entity and for any actions that take place using such account.
Additional Representations for Business and Other Entity Users
In addition to the User Representations set forth above, which you hereby confirm on behalf of the business or entity member, you further agree, both individually and on behalf of the business or entity, not to use the App or Service or the Site to: (1) Register for multiple accounts on behalf of the same business or entity; operate or otherwise utilize an account opened in the name of a business or entity for the benefit of any persons other than that business or entity; (2) Operate or otherwise utilize an account opened in the name of a business or entity for any purpose prohibited by law or regulation, any activity which that business or entity is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the business or entity and the Company or Our Affiliates; (3) Operate an account on behalf of any business or entity with regard to which you are not an authorized person with the power to enter into binding agreements on behalf of the business or entity; (4) Communicate with any other User regarding the business or entity, or its business operations, other than anonymously and publicly via the App, the Site, or upload, post, transmit, share, or otherwise make available any information or informational material identifying the business or entity or its business operations (other than Business Registration Data provided to the Company or other information requested by the Company or otherwise necessary for your use of the App, the Site or Service); and (5) Upload, post, transmit, share, store or otherwise make publicly available on the App or Site any private information regarding the business or entity, including, without limitation, addresses, phone numbers, email addresses, tax identification numbers, and credit, or any personal information regarding persons associated with the business or entity (other than Business Registration Data provided to the Company).
Furthermore, you represent and warrant, and agree, both individually and on behalf of the business or entity, that: (1) All email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes; and (2) You will not represent or portray the business or entity as being affiliated with the Company in any capacity other than being a User of the App, the Site, or Service without the Company’s prior written consent.
Scope of License to Use
Links to Other Web Sites and Content
The App and Site contain (or you may be sent through the App, Site, or the Services) links to other websites (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third-Party Sites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the App, Site or any Third Party Content posted, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the App, the Site, and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the App or Site.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
The Company does not guarantee the accuracy of any Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the App or the Site and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content you may encounter on the App, Site or in connection with any Content or Third Party Content. The Company is not responsible for the conduct, whether online or offline, of any User of the App, Site, or Service. The Company cannot guarantee and does not promise any specific results from the use of the App, Site, and/or the Service. The App, Site, and Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the App, Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service.
Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone’s use of the Site or the Service, any Content or Third Party Content posted on or through the App, Site or the Service or transmitted to Users, or any interactions between Users of the App or Site, whether online or offline. The Company reserves the right to change any and all content contained in the App or Site and any Services offered at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by the Company.
Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, IN NO EVENT WILL THE COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, TO THE EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE, EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, WILL THE COMPANY’S LIABILITY TO YOU EXCEED $10. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION. IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, 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.
To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Company from and against any and all liabilities, expenses, damages, and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with the Terms; (2) your interactions with any other User; and (3) any activity in which you engage on or through the App, the Site, and Services.
Controlling Law and Jurisdiction
Choice of Law
When you make a Regulation Crowdfunding, Regulation A or Regulation Crowdfunding D through www.CultivateCaptial.org, you are agreeing to a pre-dispute arbitration clause between yourself and Cultivate Capital Group, LLC. You and Cultivate Capital Group, LLC agree to pre-dispute arbitration as follows:
All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. The ability of the parties to obtain documents, witness statements, and other discoveries are generally more limited in arbitration than in court proceedings. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought to court. The rules of the arbitration forum in which the claim is filed, and any amendments hereto, shall be incorporated into this agreement.
In the event of any claim, controversy, or alleged dispute between you, as a user of the site who invests in an offering appearing on www.CultivateCapital.org, or its affiliates (collectively the “Dispute”), you hereby agree that this Pre-Dispute Arbitration Clause governs your claim, controversy or alleged dispute between yourself and Cultivate Capital Group, LLC. You agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notices shall set forth in detail the controversy, question, claim, or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the Financial Industry Regulatory Authority (FINRA) to be held in Hillsborough County, Florida, before a panel of arbitrators to be selected in accordance to FINRA’s selection process.
In any arbitration and subject to the ultimate discretion of the panel of arbitrators, except to the extent that these terms either limit or contradict FINRA rules, each side will:
A – Be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant).
B – The decision(s) of the panel of arbitrators shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof.
C – You agree that all Disputes will be limited between you, individually, and Cultivate Capital Group, LLC.
D – To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
E – You agree that the following matters shall not, at the election of Cultivate Capital Group, LLC, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Cultivate Capital Group, LLC’s intellectual property rights; and (3) any claim for injunctive relief.
F – You agree that all arbitration proceedings will take place in Hillsborough County, Florida, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Hillsborough County, Florida. Each party hereby waives any claim that such venue is improper or inconvenient, except to the extent that these terms either limit or contradict FINRA rules.
By agreeing to this Pre-Dispute arbitration agreement, you are subject to the following: (1) All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by FINRA rules; (2) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited; (3) The ability of the parties to obtain documents, witness statements, and other discoveries are generally more limited in arbitration than in court proceedings; (4) The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date; (5) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry; (6) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought to court; (7) The rules of the arbitration forum in which the claim is filed, and any amendments hereto, shall be incorporated into this arbitration agreement; (8) If you or Cultivate Capital Group, LLC file a complaint in court against the other party that contains claims that are subject to arbitration pursuant to this Pre-Dispute arbitration agreement between yourself and Cultivate Capital Group, LLC, you and Cultivate Capital Group, LLC agree that this matter may be removed from the court to FINRA for arbitration of the claims that are subject to arbitration under this Pre-Dispute Arbitration agreement; and (8) No party to this agreement shall bring a putative or certified class action to arbitration, nor seek to enforce this Pre-Dispute Arbitration Agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the investor is excluded from the class by the court. Such forbearance to enforce the agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.
The parties understand and agree that this is a Pre-Dispute arbitration agreement that may limit your legal rights as set forth above. A copy of this agreement will be provided to you by email. Cultivate Capital Group, LLC shall provide you with information on how to contact FINRA Arbitration or obtain the rules of a FINRA arbitration upon your request.
Class Action Waiver
You and Company agree that any party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one User cannot and may not affect any other User.
Cultivate Capital reserves the right, at its sole discretion, to modify or discontinue, temporarily or permanently, the Service or to modify these Terms, including any Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the App; however, we reserve the right to make any such changes effective immediately to maintain the security of our Service or to comply with any laws or regulations. We will update the “Last Updated” date at the top of these Terms. Modifications to these Terms shall automatically be effective upon posting; provided, however, that material changes to the Terms will be effective as to an existing User thirty (30) days after notice to the User is posted via the App or Site. You agree to keep your email address on file with Cultivate Capital up-to-date. By continuing to access or use the Service after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Service and deactivate your account if applicable.
U.S. PATRIOT ACT DISCLOSURE
Cultivate Capital Group LLC (“Cultivate Capital”) is required to establish and maintain an anti-money laundering program containing policies and procedures to know our customers by the U.S. Patriot Act. In order to assist the government in the fight against the funding of terrorism and money laundering activities, federal law requires certain financial institutions to obtain, verify, and record information that identifies each person who establishes certain relationships with the Cultivate Capital. When you establish one of these relationships with Cultivate Capital or an issuer utilizing Cultivate Capital’s services for a Regulation CF, Regulation A or Regulation D securities offering, we or the issuer will ask for information including your name, address, date of birth and other information that will allow us or the issuer to identify you. We or the issuer may also ask to see your drivers’ license or other identifying documents in some instances.