INTRODUCTION
Welcome to the Real Growth Capital website, owned and operated by Lewis Real Estate Investments, LLC (“RGC” or the “Company,” “we,” “our,” “us”). We are a real estate investment firm dedicated to transparency, and these terms of service are our attempt to fully and thoroughly explain our expectations regarding your use of our site and services and to govern your access and use of any RGC website and any RGC content, products, communications, offerings, and services provided through the site or by RGC.
Please read these Terms of Service carefully before using the services offered by RGC. These are legally binding terms and conditions for your use of the website at RealGrowthCapital.com, all other sites owned and operated by RGC that redirect to RealGrowthCapital.com, and all subdomains (collectively, the “Site”), and the services provided by the Company (the “Services”). By accessing or using the Site you (the “User”) signify that you have read, understand and agree to be bound by these terms of use (“Terms of Use”, “Terms” or “Agreement”), regardless of whether you are a registered member of the Service.
There are at least two separate policies governing our relationship. Our Privacy Policy governs our treatment of information you provide to us on the Site both directly and indirectly (through your browsing of the site, for example). Our Terms broadly govern your use of our website and services as set forth herein. The Terms and Privacy Policy apply to any visitor to or user of our Site, so read them carefully. By visiting or using the Site, you agree to be bound by these Terms. You agree that RGC and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance of our Terms. These Terms do not alter in any way the terms or conditions of any other agreement you may have with RGC, or its subsidiaries or affiliates. If you do not agree to all of these Terms and RGC’s Privacy Policy, you are not eligible to participate in RGC’s Services or otherwise use this Site.
USER REQUIREMENTS
Use of this site and any Services offered are available solely to individuals who are at least 18 years old (and the legal age in the jurisdiction of your domicile). You represent that you are at least 18 years old and of legal age in your jurisdiction to form a binding contract; and that you have truthfully provided all registration and other information to RGC. We may, in our sole discretion, refuse to offer services to any person or entity for any reason not prohibited by law.
To use the site and any services, you further warrant that you will provide (and update as necessary) accurate and current information if requested or required by RGC. You are fully responsible for use of your account; and you agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this Section or otherwise safeguard your account.
In order to invest in any of the securities offered on this Site, you must be an “Accredited Investor” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). If you do not know what this means, please follow the above link or review any number of SEC bulletins and information explaining the criteria for “accreditation.” In general, an individual Accredited Investor has a net worth of more than $1,000,000 (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. To sign up through the Site, you are required to warrant that you are an accredited investor. If you wish to invest in any project or offering of RGC, you will be required to provide supporting documents to RCG or an accreditation verification partner to prove that you are an Accredited Investor. Such verification may require completion of an questionnaire, submission of relevant tax documents, and/or other confirmations and financial documentation. If you fail or refuse to provide any information and documentation requested, you will not be able to invest in our opportunities.
For offers and sales that occur outside of the United States, your agree that access to our investment opportunities does not violate the laws of your country of residence. Pages of the Site that relate to the viewing of investment opportunities or to making investments in the securities offered therein 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 RGC is not authorized to provide such information or services. By using the site or any RGC services, you warrant that you are not violating the laws of your country of residence and you waive the protection of any local non-U.S. laws to the full extent allowable by law.
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) under the Securities Act (a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify RGC in writing should any Disqualifying Events be applicable to you. RGC is not liable or responsible for making Rule 506(e) disclosures where an Issuer Covered Person fails to provide notice of a Disqualify Event or for determining whether any Issuer Covered Person is subject to a Disqualifying Event.
TERMS OF SECURITIES OFFERINGS
The securities offered on the Site have not been registered under the Securities Act in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Rule 506, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site. RGC is not a registered broker-dealer, funding portal, or investment advisor and RGC does not conduct any activity that would require such registration.
Investment overviews on the Site are only summaries of investment opportunities. These summaries are intended for informational purposes only. They are not and no not purport to be complete information about such opportunities. Each summary is qualified in its entirety by reference to the more detailed discussions contained in the document packages, circulars, PPM, and/or subscription agreements relating to such investment opportunity. In addition, we may transmit information to you and post information on the Site without reference to your investment requirements or financial situation. You should consult with professional tax, legal and financial advisors before making any investment–ours included.
All investments involve risk. RGC does not guarantee the performance of any offerings made through the Site or Services, and any and all projections, estimates, and expectations for investments offered through the Site or Services are merely opinions and should not be relied on for any purpose whatsoever. The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. You are solely responsible for conducting any legal, accounting or other due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. You acknowledge and agree that RGC is not a registered Investment Company or Investment Advisor within the meaning of the Investment Company Act of 1940 and the Investment Advisors Act of 1940, respectively. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
None of the information contained on the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information and services provided on the Site are not provided to, and 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 the Origin is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all users.
Notwithstanding anything to the contrary in these Terms, in no event shall anything in these Terms be deemed to be a waiver, and we will not assert there has been a waiver, that would be impermissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.
Our services and real estate offerings are available only to experienced investors who understand economic and investment risk and are willing to bear the consequences of that risk. You represent, if you are an individual, you are of legal age to form a binding contract and that all registration information you submit is accurate and truthful. You further agree that you have significant knowledge and experience investing in investments of the type offered by RGC, including without limitation, real estate, equities, notes and other securities. You understand that all of the investments offered by RGC are inherently risky, and the risks associated with the investments offered include losing your entire investment. You also agree that our investments are low liquidity and may not be publicly traded. Our investments, and all private placement offerings, should be viewed as long-term commitments regardless of whether the sponsor forecasts a sale several years after acquisition. If no acceptable buyer comes forward, for example, the term of ownership of an investment may be longer than forecast. Additionally, investors may receive restricted securities that are subject to holding period requirements. This is one of the bases for the requirement that only certain institutional and accredited investors invest in certain securities. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify the Company for violations of this Agreement.
UNAUTHORIZED USE
Unauthorized use of the Site and/or the Services, including, but not limited to, unauthorized entry into RGC’s systems, the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You may be liable for any losses incurred by RGC or others due to any unauthorized use of your account.
You are solely responsible for maintaining the confidentiality of your account and password. You will also be liable for any losses incurred by RGC or others due to any unauthorized use of your account.
You agree that you are responsible for your own conduct while using the Site or Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms, the RGC Privacy Policy, any Published Information, and any applicable law, rules or regulations (including without limitation the Securities Act, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, any consumer protection, unfair competition, and anti-discrimination laws or regulations and any applicable foreign laws). As a condition of the use of our site and any services, you agree to not: Upload, post, transmit or otherwise make available content that is unlawful, libelous, intentionally false, abusive, obscene, unlawfully threatening, unlawfully harassing, discriminatory or otherwise objectionable; collect, use or transfer any personal, private or confidential information about another person obtained from our Site except as expressly permitted by the owner of the information; infringe any third party’s intellectual property, trade secret or proprietary rights; transmit Content that contains software viruses, worms or any other computer code that interrupt, destroy or limit the functionality of the Site or obtain unauthorized information; engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable or disproportionately large load on our infrastructure; mine our data; use the Site for any unlawful or improper purpose; and, either directly or indirectly, on your own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert, entice, induce or remove any person or entity found on or through this Site or any customer of RGC for any purpose, including the purpose of competing with RGC.
PROPRIETARY RIGHTS
All content on the Site, including without limitation, our designs, text, graphics, pictures, content created by HTML based computer aids, icons, software, music, sound and other files, and their selection and arrangement (“Content”) are RGC’s proprietary property with all rights reserved. Content may not 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 RGC’s prior written consent, excepting only the limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish Content on any internet, intranet or extranet site nor incorporate our Content in any other database or compilation. All uses of our Content inure to our benefit. All other trademarks, product names and company names or logos included on the Site are the property of their respective owners. You may not modify, copy, reproduce, republish, disseminate, upload, post, transmit or distribute any material, including code and software, from our Site except as expressly set forth herein. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, 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. Origin may revoke this license at any time without notice and with or without cause. We take ownership of our Content seriously.
USER CONTENT
The Services may allow you and other users to submit, post, transmit and share content with other users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, “post”) on or through the Services or the Site, or transmit to or share with other users (collectively, the “User Content”). It is against these Terms to contact sponsoring real estate operating companies or borrowers directly or to attempt to enter into any transactions with such persons or entities outside of the Service. You understand and agree that Origin may, but is not obligated to, review and delete or remove (without notice) any User Content in Origin’s sole discretion, including without limitation, User Content that in Origin’s sole judgment violates these Terms, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant Origin an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.
You acknowledge and agree that Origin may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Origin, its Users and the public. You understand that the technical processing and transmission of the Services, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (d) Your address, telephone number, and email address; (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our designated agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement: Attn: WM Lewis c/o Roy Hutchinson
Full Address of Designated Agent to Which Notification should be Sent: 147 Wappoo Creek Dr # 202, Charleston, SC 29412
Telephone Number of Designated Agent: 843-633-2345
E-Mail Address of Designated Agent: help@RealGrowthCapital.com
CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES
For purposes of communicating with you regarding the Site, notice shall consist of an email from us to an email address associated with your account. You also agree that we may communicate with you through other means including email, through a messaging feature on the Site, cellular telephone, telephone or delivery services including the U.S. Postal Service about your Site registration or Services through the Site. You agree that we shall have no liability associated with or arising from your failure to maintain accurate contact information.
It is also necessary that we require your consent to transact business with us online and electronically. This means that you must have access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 9.0 or higher, or Safari version 7.0 or higher, or the equivalent software; and hardware capable of running this software to do business with us.
You must also consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099, K-1 or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a “Disclosure”), from RGC or any service provider we may use. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “IRS Form 1099”). We may elect at any time to cease delivering tax forms or other documents through electronic means and revert to paper documents in our sole discretion.
It is your sole decision whether to do business with us electronically. You may withdraw your consent to electronic delivery by written notice to RGC; and such withdrawal will take effect within 90 days after their receipt of such notice. The preferred method of communication is an email directed to: help@realgrowthcapital.com. You may not withdraw such consent as long as you have any outstanding investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
We generally receive payments, and make disbursements, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize RGC to make any and all investment disbursements, to such account. You agree to provide updated information regarding your bank or other account upon request and at any time that the information earlier provided is no longer valid.
In the event that an online payment portal is available through the Site, you may be required to accept the vendor’s additional terms of use and privacy policy. You authorize us to share your identity and account data with any such entity for the purposes of opening and supporting your account, and you are responsible for the accuracy and completeness of that data. Said online portal vendor and administrator may also be responsible for providing support for the use of portal services.
You also expressly consent to receiving calls and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers).
If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, 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”. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
MODIFICATION
We reserve the right, in our sole and absolute discretion and without any prior notice to you, to modify, correct or replace any of the terms of these Terms of Service, or change, suspend, or discontinue the Site or the Services (including without limitation, the availability of any feature, database or content) at any time. Such modification shall become a part of these Terms and is automatically effective once posted on the Site. These Terms may not be orally amended. RGC is a growing business. We may change the content and offerings of our site and also impose limits on certain features and services or restrict your access to all or a part of the Site or Services without notice or liability. You are responsible for checking these Terms periodically for changes. Your continued use of the Services following the posting of any changes to the Terms of Service constitutes your acceptance of those changes.
LINKED SITES
Our Site may contain hyperlinks or other connections to websites operated by persons or entities other than us. We do not control those Sites and are not responsible for them, their availability, content or any viruses that may be accessed through them. Our inclusion of hyperlinks or other connections to such websites does not imply any incorporation by reference into our Site or any endorsement of any kind of the material on the hyperlinked sites, nor does it imply any association with the owners or operators of the other sites. Your use of the Site to link to another site is at your own risk.
TERMINATION
We may terminate your access to all or any part of the Site and Services at any time, with or without cause, with or without notice, effective immediately, which 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 emailing us at: help@realgrowthcapital.com. All provisions of these Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Warranties
Subject to the limitation of liability set forth below, we warrant to Investors that we will use commercially reasonable efforts to (a) transmit offering documents and Investor financial information and (b) safeguard Personally Identifiable Information as provided in the Privacy Policy.
OTHER THAN THE EXPRESS LIMITED WARRANTY SET OUT ABOVE, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, TITLE, AND/OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE WITH RESPECT TO THE SITE OR INFORMATION PROVIDED THEREIN. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE (1) ACCURACY, COMPLETENESS, CONTEMPORANEOUSNESS OR TIMELINESS OF OUR SITE, (2) THE QUALITY AND SECURITY OF OUR SITE, OR (3) THE INABILITY TO ACCESS OUR SITE OR ITS CONTENT, INCLUDING WHETHER OUR SITE WILL BE FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OUR SITE. WHEN USING OUR SITE, INFORMATION WILL BE TRANSMITTED OVER THE INTERNET, A MEDIUM THAT IS BEYOND OUR CONTROL AND JURISDICTION. ACCORDINGLY, WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH YOUR USE OF OUR SITE, AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION. YOU SHALL HAVE ABSOLUTELY NO RECOURSE AGAINST US FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF ANY PROPRIETARY RIGHTS YOU MAY HAVE IN ANYTHING YOU POST ON OUR SITE. ANY MATERIAL DESCRIBED OR USED ON OUR SITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL TO US. WE MAKE NO WARRANTIES WHATSOEVER AS TO THE ACCURACY, CONTENT, COMPLETENESS OR LEGALITY OF INFORMATION AVAILABLE ON THE SITE OR IN OFFERING DOCUMENTS. WE HAVE LIMITED OBLIGATIONS TO VERIFY THE IDENTITY OF USERS OF OUR SITE, AND WE HAVE NO OBLIGATION TO MONITOR THE USE OF OUR SITE BY OTHER USERS. THEREFORE, WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
LIMITATION OF LIABILITY
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL ORIGIN OR ANY OF ITS DIRECTORS, OFFICERS, EQUITYHOLDERS, 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 DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES (INCLUDING ANY INVESTMENTS MADE) OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF WE ARE AWARE 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 ORIGIN OF ITS DIRECTORS, OFFICERS, EQUITYHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.
THE FOREGOING LIMITATIONS 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 ORIGIN AND RECEIVED THROUGH THE SERVICES OR ANY LINKED SITES.
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.
INDEMNIFICATION
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless RGC, its affiliates, officers, directors, employees, contractors, suppliers, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your use or misuse of and access to the Site, Services, or any content thereon; (ii) your violation of any of these Terms of Service, our Privacy Policy, or any Published Information; (iii) infringement by you or any third party using your account of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.
This defense and indemnification obligation will survive these Terms and your use of the Service. We reserve 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 the Company in asserting any available defenses.
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. In addition, you hereby release any claims you may have against RGC and any employee, officer, director or affiliate thereof that are in anyway related to your use of the Site or Services, including any referrals you may receive from RGC as a result of your registration. You are solely responsible for your use of the Site or Services, for any content you provide, and for any consequences thereof, including the use of your content by other users and third parties.
GOVERNING LAW; ARBITRATION
We do not anticipate having any disagreements with you regarding usage of the Site. If any concerns about these matters arise, please notify us immediately. If it is not possible to resolve the disputes ourselves within 30 days, then either party to the dispute may refer the matter to binding arbitration. Each party agrees that all disputes or claims between you on the one hand and RGC, or any of our officers, directors, employees, members, agents and affiliates, on the other hand, of any nature whatsoever, including but not limited to those relating to use of the Site or the quality or appropriateness of services offered by the Site, shall be resolved by binding arbitration before a single independent arbitrator in Charleston, SC. The arbitrator shall be selected by RGC. We choose arbitration because it is usually less expensive and quicker than litigation and will allow us to resolve our disputes privately.
Users understand that they are free to consult with other counsel about the wisdom of agreeing to arbitration or to any other term of this agreement before accepting it, and User agrees that by using this Site, it is voluntarily accepting this agreement.
These Terms of Service (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed and enforced in accordance with the laws of the state of South Carolina as they apply to agreements entered into and to be performed entirely within South Carolina between South Carolina residents, without regard to any conflict of law principles, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. By your agreement to these Terms and your use of the Services, you agree to submit to personal jurisdiction in South Carolina for all purposes, AND YOU AGREE TO WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JUST FOR ANY MATTER. Unless otherwise agreed in writing by you and RGC, any dispute arising out of or relating to these Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in South Carolina. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either RGC or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision. You acknowledge and agree that you may bring claims against RGC only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
OTHER
In addition to these Terms, you may have already entered into or in the future enter into other agreements with us or others that will govern your use of the Service or related services offered by us. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. In the event of a conflict between these Terms and any agreements you execute when making an investment in an investment opportunity offered on our Site, the terms of those investment agreements shall control.
Except as provided in the preceding paragraph, these Terms constitute the entire agreement between us and you with respect to the subject matter of these Terms and supersede all previous and contemporaneous agreements, proposals and communications between us, written or oral, or whether established by custom, practice, policy or precedent. You agree that no joint venture, partnership, employment or agency relationship exists between you and us or other Users as a result of these Terms or your use of our Site. We may assign these Terms, in whole or in part, in our sole discretion. You may not assign your rights or obligations under these Terms without our prior express written permission. Any attempt by you to assign your rights or obligations under these Terms without our permission shall be void.
If any provision of these Terms is found to be invalid by any court having jurisdiction to make such a determination, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to act with respect to a breach of these Terms does not waive our right to act with respect to that breach or subsequent breaches. Except as expressly and specifically contemplated by these Terms, no representations, statements, consents, waivers or other acts or omissions by us shall be deemed legally binding on us, unless documented in a physical writing hand signed by one of our duly appointed officers. We are based primarily in New York, New York in the United States of America. We make no representation that our Site is appropriate or may legally be viewed in the nation, state, province or other jurisdiction in which you reside, do business, or are incorporated or organized. Access to the Site is prohibited from jurisdictions where the Site, or its Content, is illegal.
You agree that these Terms, as well as any suit, action or proceeding arising out of or in connection with any dispute with us, including without limitation any claim involving us or our affiliates, subsidiaries, employees, members, officers, directors, and agents, shall be governed by and construed in accordance with the laws of the State of New York in all matters, without regard to its provisions regarding conflicts of law and the United Nations Convention for the International Sale of Goods. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Charleston, South Carolina.
Created 2/26/2019