Terms of Use – iintoo

Last Updated: January 3, 2017

 

Welcome to the iintoo, a social network for real-estate investments located at www.iintoo.com (the “Platform“) operated by iintoo Investments Ltd., an Israeli corporation having offices at 800 Third Avenue, 38th Floor, New York, NY 10022 (“iintoo”, “we”, “our”, or “us”). The Platform enables anonymous visitors to the Platform (“Visitors“) to browse the Platform, and Visitors who are at least eighteen (18) years of age, not a minor in their state or residence, and who affirmatively indicate their agreement to abide by these Terms of Use (this “Agreement’”) by means of a click-through consent where this option is made available by iintoo (“Registrants”) to benefit from additional Platform functionality. The Platform allows Registrants who invest in one of the investment opportunities offered through the Platform (each, an “Investor” and collectively, “Investors”) to make full use of the Services (as defined below). The terms “Users” “you”, “your” and “yours” when used herein refer to either Visitors, Registrants or Investors, or to all Visitors, Registrants and Investors collectively, as the particular context may make applicable; provided, however, that such terms will refer collectively to all of Visitors, Registrants and Investors unless the context of this Agreement indicates otherwise. This Agreement sets forth the terms and conditions which govern your use of the Platform.

 

  1. This Agreement.

 

1.1 Acceptance. Please read this Agreement carefully before otherwise accessing the Platform. In order to use the Platform, you must first agree to be bound by the terms and conditions set forth in this Agreement. By accessing the Platform, you indicate that you have read, understood and agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, you are not authorized to use the Platform. Furthermore, you are not authorized to use the Platform if (a) you are not of legal age or otherwise do not have the legal capacity to form a binding contract with iintoo, (b) are not an Accredited Investor (as hereinafter defined) or (c) you are a person barred from using the Platform either (i) under the laws of the country in which you reside or from which you are attempting to access the Platform, or (ii) due to prior violations of this Agreement. iintoo may, in its sole discretion, refuse to offer access to the Platform to any person or entity and change its eligibility criteria at any time.

 

1.2 Modification. We reserve the right to modify this Agreement at any time. You shall periodically review this Agreement to be aware of such modifications. Your continued use of the Platform after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after “Last Updated” at the beginning of this Agreement. We will be happy to provide you with prior versions of this Agreement upon your written request to us. If you do not agree to abide by the initial version and each modified version of this Agreement, then you are not authorized to use the Platform. A current version of this Agreement is accessible via the footer of the Platform’s homepage.

 

  1. DISCLAIMER – NO RECOMMENDATION OR ADVICE.

 

2.1 Private Placements of Securities through Platform.  Private placements of securities offered on the Platform have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptive provisions of Section 4(2) of the Securities Act and Rule 506 of Regulation D, 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 (“SEC”) nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Platform.

Certain securities offered through the platform are offered through the Dalmore Group LLC (“Dalmore”), which is a securities broker/dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and a member of FINRA. The Platform provides for the sale of private securities related to real estate investments for our community of investors (the “Services”), specifically the ability to engage in investment transactions available through the Platform (each, a “Transaction” and collectively, “Transactions”). The information provided through the Platform as to any particular investment opportunity should not be relied without your independent verification of such information and iintoo does not guarantee the performance of any investment opportunity offered through the Platform. Users must rely on their own examination of each investment opportunity, are expected to engage in their own due diligence and are accorded the opportunity to ask questions and receive answers to their satisfaction before making any investment.

2.2 No Recommendation or Advice.  The securities offered through the Platform are only suitable for Investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Thus, investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Investors must be able to afford to lose their entire investment. Investment products offered by Issuer Companies are not FDIC-insured, may lose value, and have no bank guarantee. The Services and all content, services and features available through the Platform are intended for informational purposes only, and are not intended to substitute for professional investment, financial or legal advice. The information contained on the Platform has been prepared without reference to any particular User’s investment requirements or financial situation. The Platform is not intended for use by any individual or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations or where iintoo is not authorized to provide such use. iintoo is itself not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. iintoo does not recommend or otherwise suggest that any User make an investment in a particular offering, or that any Issuer Company offer securities to a particular Investor.

2.3 Not a Registered Exchange, Financial Planner, Investment Adviser or Tax Advisor. Neither the Platform, iintoo, the companies whose securities are offered through the Platform (the “Issuer Companies”), nor any of our affiliated entities nor any of their members, managers, directors, officers, shareholders, licensors, agents, employees, consultants, representatives and service providers (collectively, the “iintoo Parties“) are intended to provide legal, tax or financial advice. None of the iintoo parties is, or is acting in the capacity of, a registered exchange under the Securities Exchange Act of 1934, a Registered Investment Adviser under the Investment Advisers act of 1940, an Investment Company under the Investment Company Act of 1940, or a financial or tax planner, and no such party is offering legal or investment advice to any user. Interests in an issuer company, if offered, will only be available to registrants who have represented that they are “accredited investors” (as defined in rule 506 promulgated pursuant to the Securities Act) and who have further indicated that they are entering into such a transaction on their own behalf (“Accredited Investors”). Furthermore, the securities being offered through the Platform have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act.  Each of the Issuer Companies represents and warrants that each investment opportunity offered through the Platform by such Issuer Company is structured to qualify as an investment entity exempt from registration under all applicable securities laws and regulations. No governmental agency has reviewed the investment opportunities offered through the Platform and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any such offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Investors to be made to us and/or the Issuer Companies posting offerings on the Platform in connection with any offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an Issuer Company in selling the securities to an Investor may not be available and substantial liability to such Issuer Company could result under applicable securities laws for rescission or damages, and you agree to be fully responsible for any and all such consequences. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials and ask the relevant Issuer Company any and all questions that you may have or request additional information as you deem appropriate regarding each investment opportunity appearing on the Platform.  Any offering made through the Platform is intended to apply only to Registrants who have been qualified by a third party verification service accessible through the Platform and pursuant to an applicable confidential private placement memorandum (each, a “PPM”), a private placement memorandum supplement (a “PPM Supplement,”) and subscription agreement (each, a “Subscription Agreement”) related to the applicable Issuer Company, all of which documentation must be downloaded and read in their entirety by the Registrant who has been so qualified prior to becoming an Investor.

 

2.4 Your Personal Financial Situation.  Your personal financial situation is unique, and use of the platform by you may not be appropriate for your situation. The risk of loss in transacting in securities can be substantial. Therefore, the value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. No information provided through the  Platform or otherwise by any of the iintoo Parties constitutes financial, legal, or tax advice, and Users are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from a qualified professional advisor before making any investment and/or other business decisions. You should carefully consider whether engaging in any transaction is suitable for you in light of your circumstances and financial resources. Before engaging in any transaction, you should always obtain advice from your attorney, accountant, financial and tax advisor who is fully aware of your specific circumstances before engaging in any transaction.   

 

2.5 Platform Access Interruption.  Your access to the Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair or other actions that iintoo, in its sole discretion, may elect to take or by the accidental occurrences or other occurrences beyond our control. We cannot foresee or anticipate all technical or other difficulties that may result in your failure to obtain data or lose data, to retain personalization settings or which may cause other platform interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings, or your ability to participate in any Transaction or otherwise use the Platform.

 

2.6 ACKNOWLEDGMENT AND RELEASE.  YOU ACKNOWLEDGE THAT, AS BETWEEN EACH OF THE IINTOO PARTIES AND YOU, YOU ALONE ARE RESPONSIBLE FOR THE RESULTS OF ANY TRANSACTION ENGAGED IN BY YOU AND FOR ANY AND ALL ACTS OR OMISSIONS OF YOU OR UNDERTAKEN BY IINTOO ON YOUR BEHALF RELATED TO YOUR USE OF THE PLATFORM,. ACCORDINGLY, EXCEPT TO THE EXTENT RESULTING FROM IINTOO’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, YOU HEREBY FULLY RELEASE EACH OF THE IINTOO PARTIES FROM ANY AND ALL CLAIMS, ACTIONS, SUITS, DEMANDS AND/OR ANY OTHER LIABILITIES ARISING IN CONNECTION WITH OR WHICH ARE RELATED TO (A) ANY TRANSACTION ENGAGED IN BY YOU, (B) ANY ACT OR OMISSION RELATED TO YOUR USE OF THE PLATFORM, (C) ANY SUSPENSION OR TERMINATION OF ACCESS AND/OR YOUR USE OF THE PLATFORM BY US, AND/OR (D) ANY PLATFORM CRASH OR OTHER ERROR, OR ANY LOSS OF CONNECTIVITY TO THE PLATFORM, INCLUDING WITHOUT LIMITATION ONE WHICH PREVENTS YOU FROM ENGAGING IN ANY TRANSACTION.  IINTOO DOES NOT RECOMMEND ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH ANY ISSUER COMPANIES OR OTHERWISE RELATED TO YOUR USE OF THE PLATFORM OR ANY INTERACTIONS WITH OTHER PERSONS YOU HAVE OR HAD THROUGH THE PLATFORM.

 

  1. Registration.

 

3.1 Profile; Password. You will only be able to engage in Transactions and use other certain functionality of the Platform if you register with us. If you decide to register with us, you will receive or create a user ID and password (“Credentials”) to access your Registrant account (“Account”). You shall not to allow any third party to use your Credentials or Account to access the Platform and you shall strictly safeguard all information that would enable any individual or entity to access the Platform by using your Credentials. You are fully responsible for your failure to safeguard information and/or to permit any other person to access or use the Platform using your Credentials and/or Account, and for all activities that occur under your Credentials and/or Account. You may not sell or otherwise transfer your Credentials and/or Account or any portion thereof. You shall notify us immediately of any unauthorized use of your Credentials and/or Account or otherwise of the Platform. iintoo shall not be liable for any loss that results from the unauthorized use of your Credentials and/or Account, either with or without your knowledge.  

 

3.2 Accurate Information. You shall provide us with accurate, complete and current information about yourself during registration and at all other times, and you shall update all information provided to us or requested by us if and as soon as such information changes before you engage in any Transactions.

 

3.3 Your Account Settings. As is set forth in greater detail in iintoo’s privacy policy located at www.iintoo.com/privacypolicy (the “Privacy Policy”), the Platform has been designed so that many aspects of your Transaction history (including which prospective Transactions have been viewed by you) (“Your Profile”) is publicly viewable, unless you take affirmative steps to change your privacy settings to keep such information limited so that it is viewable only to your approved contacts only or even so that it is not viewable to any third party.  THE RESPONSIBILITY TO CHANGE YOUR PRIVACY SETTINGS OF YOUR PROFILE FROM THE DEFAULT SETTING OF BEING PUBLICLY VIEWABLE (UPON YOUR REGISTRATION WITH US) IS EXCLUSIVELY YOURS, AND YOU ACKNOWLEDGE THAT IF AND UNTIL YOU CHANGE THE SETTINGS OF YOUR PROFILE ALL OF YOUR TRANSACTION HISTORY WILL BE PUBLICLY VIEWABLE TO ALL USERS, AND THAT IINTOO HAS NO RESPONSIBILITY OR LIABILITY TO YOU REGARDING SUCH TRANSACTION HISTORY OR OTHERWISE YOUR PROFILE.  

 

3.4 Disabling or Revocation of Account. We have the right to cancel or suspend your registration and/or any Transactions for any reason (without having to specify the reason) or for no reason at any time, as determined in our sole discretion, including without limitation if we believe you have violated this Agreement.

 

3.5 Cessation of Services. The form and nature of our Services may change from time to time without prior notice to you. As part of our continuing innovation, iintoo may materially change or may even stop (permanently or temporarily) providing certain features of the Platform to you in our sole discretion, without prior notice to you.

 

  1. Transactions.  

 

4.1 Transactions.  Transactions are offered by the respective Issuer Company offering the securities underlying a particular Transaction. In the event you wish to engage in any Transaction, you shall comply with the applicable provisions of this Agreement as well as any ancillary terms and conditions which govern your purchase of any securities of an Issuer Company, including without limitation the applicable PPM, PPM Supplement, and Subscription Agreement to be provided to you through the Platform, or belonging to any third party providing services in relation to such Transaction.

 

4.2 Eligibility.  You are only permitted to engage in any Transaction if (a) you are a citizen or legal resident of the United States, and (b) you are an Accredited Investor or otherwise qualify for the criteria indicated which must be met by each Investor (as determined by each applicable Issuer Company).

 

4.3 Pre-Approval.  In order to engage in a Transaction, you must first have been pre-approved as an Investor by completing the approval process indicated by the Platform.  Please note that if you do not complete the pre-approval process in advance, you may not be able to participate in a particular Transaction since many Transactions are available for only limited time periods.

 

4.4 Your Personal Information.  In the event you wish to register with us and further to engage in any Transaction, you will be asked by iintoo or a third party working on our behalf to supply certain of your personally identifiable information (“PII”) to us. You shall provide us or such third party (as applicable) with accurate, complete and current PII (including without limitation your financial information to determine your eligibility to participate in a Transaction and your bank or other payment information), and you shall update all PII so provided or so requested if and as soon as such information changes before you engage in any Transaction. You shall be responsible for any activity conducted through the Platform which is identified with such information.  In some cases, we may submit your PII and other information on your behalf to such third parties, and you hereby authorize and request us to use and store information submitted by you to the Platform to accomplish requests made by you and to interface the Platform with all third party services which are needed to fulfill your requests.   

 

4.5 Reservation of Rights; Modifications.  The securities offered by Issuer Companies are for limited durations and of limited amounts, as indicated by each Transaction offer through the Platform.  We cannot guarantee the availability of any Transactions. We do not warrant or represent that the quality of any Transactions or performance of any Issuer Companies will meet your expectations.  We reserve the right, but are not obligated, to limit or discontinue any Transaction to any person (including without limitation the quantity of potential participants in any Transaction), geographic region or jurisdiction, or otherwise, and we may exercise this right on a case-by-case basis in our sole discretion.  The offer of any Transaction made through the Platform or otherwise is void where prohibited.  We further reserve the right to limit or prohibit the execution of any Transaction that, in our sole judgment, appears to be placed by persons who are in competition with iintoo.  

 

4.6 Our Fees; Disbursements. iintoo shall receive fees per Transaction for every Transaction engaged in by you (the “Fees”). The amount of our Fees is listed by each prospective Transaction and iintoo generally receives all payments, and make all 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 iintoo to make any and all investment disbursements, to such account. You agree to provide iintoo updated information regarding your bank or other account upon iintoo’s request and at any time that the information earlier provided is no longer valid.

 

4.7 Taxes. You are responsible for paying all applicable taxes arising out of or relating to and Transaction engaged in by you through the Platform.

 

4.8 All Transactions are Final. Except as expressly described above, there is no way to reverse an executed Transaction.  All Transactions are made by you on an “AS IS” and “WHERE IS” basis.

 

  1. 5. Usage Restrictions.

 

5.1 Your Content.  You shall adhere to following terms and conditions for using the Platform: (a) iintoo has no obligation to use or respond to any comments, icons, images, messages, tags, links, photographs, audio, video and other like content appearing on the Platform (collectively, “Content”) posted by you to the Platform (“Your Content”), (b) the provision of Your Content to us in no way imposes any obligation on iintoo, whether of confidentiality, attribution, compensation or otherwise, and iintoo shall not be liable for any disclosure or other use of any of Your Content, (c) all Your Content shall be accurate and shall not violate the copyright, trademark, patent, trade secret, right of publicity, right to privacy, or any other intellectual property or other legal right of any third party, (d) you shall pay for all royalties, fees and any other monies owing any person by reason of any of Your Content that you post to the Platform, (e) Your Content may be subject to size and usage limitations, and you are responsible for adhering to any such limitations, and (f) all of Your Content shall comply with the provisions of Section 5 hereof specifically and all other applicable sections of this Agreement.

 

5.2 Quality and Review of Your Content.  We do not and shall not have any obligation to review Your Content, and therefore we do not guarantee the accuracy, integrity or quality of any of Your Content or the Content of any other User or any other person, and thus we cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not appear on the Platform.  Notwithstanding the foregoing or anything to the contrary in this Agreement, iintoo (a) has the absolute right (but not the obligation) to pre-screen, monitor, review, flag, filter and remove any and all of Your Content in our sole discretion, and we reserve the right to alter, edit, refuse to post or remove any of Your Content, in whole or in part, for any reason or for no reason as determined by us in our sole discretion, and (b) has the right to disclose Your Content and the circumstances surrounding its transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request or to protect ourselves, other Users or service providers or any other person, as determined by us in our sole discretion.  

 

5.3 Usage Restrictions. You shall not use the Platform in any manner that:


(a) enables you (or enables any other person) to (i) copy, modify, create a derivative work of, any Content, or (ii) copy, modify, create a derivative work of, reverse engineer, translate, adapt or decompile (or attempt to translate, adapt or decompile) or otherwise attempt to extract any software underlying the Platform or any portion thereof;  

 

(b)  interferes with the Services, the operation of the Platform or otherwise disrupts the Platform in any way;


(c) interrupts, destroys or limit the functionality of, any computer software or hardware or telecommunications equipment (including without limitation by means of software viruses, Trojan horses or any other computer code, files or programs);

 

(d) infringes any copyright, trademark, trade secret, patent or other right of any party (including the promoting of an illegal or unauthorized copy of another person’s copyrighted work), or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);

(e) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable, as determined by us in our sole discretion;


(f) creates a false identity or otherwise attempts to mislead any person as to the identity or origin of any communication;

 

(g) exports, re-exports, or permits downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions;

 

(h) causes us to lose (in whole or part) the services of our internet service providers or other suppliers;

(i) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;


(j) links to materials or other content, directly or indirectly, to which you do not have a right to link or which we determine in our sole discretion is not appropriate to be linked to from the Platform; or


(k) violates, or encourages others to violate this Agreement or any ancillary terms and conditions to which your use of the Platform is subject (or engages in any other activity deemed by us to be in conflict with this Agreement or any such ancillary terms and conditions), or violates or encourages others to violate any applicable local, state, national, or international law.

 

5.4 Reporting Violations.  You shall immediately notify us in writing of any of Your Content or any other Content that you view through the Platform which you deem to be offensive, inappropriate or otherwise a violation of this Agreement.

 

  1.   Intellectual Property.

 

6.1       Proprietary Rights.  Content provided by iintoo or any of our third party licensors is protected by copyright, trademark and other laws of the United States and/or other jurisdictions.  Other than for Your Content and third party Trademarks (as hereinafter defined) appearing on the Platform, you acknowledge and agree that as between you and us, all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to Platform (including without limitation all other Content appearing therein) is owned by us, and that you have no rights in and to the Platform other than as expressly set forth in this Agreement.  Except for that information which is in the public domain and is not otherwise limited by third party rights or for which you have been given express written permission by us, no Content (other than for Your Content as uploaded by you to the Platform alone) may be sold, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without our prior written consent or, where applicable, that of our licensors. However, you may print copies of materials on the Platform for your personal, noncommercial use only, provided that you must keep intact all copyright, Trademark, and other proprietary notices appearing therein and that you use such materials only in the manner permitted by this Agreement and never in any manner which directly or indirectly competes with us.  For clarity and without limiting the foregoing, please note that Content posted by other Users may also be protected by copyright, trademark patent and other rights under the laws of the United States and/or other jurisdictions, and no rights in such Content whatsoever are granted to you other than those expressly granted herein or by the owner of such Content.

 

6.2      Grant of License to Your Content.  By posting Your Content to the Platform, you automatically grant, and represent and warrant that you have the right to grant to iintoo, a non-exclusive, perpetual, irrevocable, sub-licensable (through multiple tiers), assignable, fully-paid, royalty-free, and worldwide license to use, copy, modify, adapt, publish, make, sell, publicly display, create derivative works of or incorporate into other works all of such Your Content (in whole or in part), communicate to the public, distribute (through multiple tiers), perform or display all of such Your Content (in whole or in part), in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing through multiple tiers of sub-licensees, including the right to exercise the copyright, publicity, and any other rights over any of the materials contained in all of such Your Content for any purpose, including without limitation (a) for purposes of advertising and publicity on the Platform and elsewhere and (b) otherwise to generate revenue or other remuneration.  We shall not be limited in any way in the use, commercial or otherwise, of any of such Your Content, and you hereby waive any moral rights (or “droit moral”) in, or approval rights to, such Your Content.  For clarity and without limiting the foregoing, we reserve the express right to incorporate any of Your Content into any further work, in any medium now or hereafter known, without prior consent or review, and without attribution or payment of any royalty or fee whatsoever.

 

6.3 Quality and Review of Your Content.  We do not and shall not have any obligation to review Your Content, and therefore we do not guarantee the accuracy, integrity or quality of any of Your Content or the Content of any other person, and thus we cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not appear on the Platform.  Notwithstanding the foregoing or anything to the contrary in this Agreement, iintoo (a) has the absolute right (but not the obligation) to pre-screen, monitor, review, flag, filter and remove any and all of Your Content in our sole discretion, and we reserve the right to alter, edit, refuse to post or remove any of Your Content, in whole or in part, for any reason or for no reason as determined by us in our sole discretion, and (b) has the right to disclose Your Content and the circumstances surrounding its transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request or to protect ourselves, other Users or service providers or any other person, as determined by us in our sole discretion.  However, that iintoo may, in its sole and absolute discretion, review any Content, and may modify or delete some Content from the Platform before or after it is published, does not in any way imply that iintoo is expected or obligated to do so.

 

6.4 Copyright Agent.  The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  If you believe that your work has been copied and posted to the Platform in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest, (b) a description of the copyrighted work that you claim has been infringed, (c) a description of where the material that you claim is infringing is located on the Platform, (d) your address, telephone number, and e-mail address, (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident.  Our copyright agent for notice of claims of copyright infringement can be reached as follows:

 

Name: iintoo Investments Ltd.

Address: 800 Third Avenue, 38th Floor, New York, NY 10022

Telephone: ____________________________

Fax: ____________________________

Email: info@iintoo.com

 

We suggest that you consult your legal advisor before filing a notice with our copyright agent.  You should note that there can be penalties for false claims under the DMCA.  We will, in appropriate circumstances and to the extent plausible, terminate the right of Platform users who infringe the rights of copyright holders to interact with certain portions of the Platform.

 

6.5 Trademarks.  “iintoo” is a Trademark of iintoo.  All other Trademarks referenced on the Platform are the property of their respective owners.  iintoo is not affiliated with, or sponsored or endorsed by any third party trademark owner whose Trademark appears on the Platform and whose owner is not indicated to be iintoo.  As used herein, the term “Trademarks” means, collectively, all service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress appearing on the Platform which indicate a source of goods or services.  Trademarks are protected by the trademark laws of the United States and/or other jurisdictions.  You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation in the distribution of any Content, for advertising or publicity or otherwise, without our prior written consent or the prior written consent of such third party Trademark holder, as applicable.  Unless you have been expressly authorized to do so in writing by iintoo or any other applicable Trademark holder, you shall not use any Trademark of any individual or entity in a way that is likely or intended to cause confusion with such Trademark holder.

 

6.6 Removal of Notices.  You shall not remove, obscure, or alter any proprietary rights or notices (including without limitation copyright and Trademark notices) which may be affixed to or contained within any Content.  You shall abide by all such notices.

6.7 Feedback.  If you provide iintoo with any comments, bug reports, feedback, or proposed modifications for the Platform (“Feedback”), iintoo shall have the right to use the Feedback at its discretion, including, but not limited to the incorporation of suggested changes into the Platform. You hereby grant iintoo a perpetual, irrevocable, nonexclusive license to incorporate and use Feedback provided by you for any purpose.  

  1. Third Party Interactions.

 

7.1 Links; Third Party Platforms.  The Platform may provide links to third party websites that we believe may be of possible interest to you. Because we do not endorse or otherwise have control over such websites, we are not responsible or liable, directly or indirectly, for (a) the availability of such websites, (b) any content, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials on or available from such websites, (c) your participation, correspondence or business dealings with any third party found on or through the Platform regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, which are solely between you and any such third party, or (d) any damage or loss caused or alleged to be caused by or in connection with your interaction with any such third party or any other third party whom you form a connection with through or because of the Platform. Your use of any platform linked to from the Platform is subject to the policies and procedures of the owner of such website, and your use of all such websites is subject to such policies and procedures and not to the terms and conditions of this Agreement. You may have affirmative obligations to certain of our third party vendors who help support the Platform and you agree to be subject to all agreements or policies of such third parties.

 

7.2 User Interactions and Disagreements. The Platform may allow you to interact with third parties who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various investment opportunities. You acknowledge that such third parties are not affiliated with or controlled by any of the iintoo Parties, and iintoo cannot influence the investments, information, advice or services provided by them. Your interaction with such third parties is solely between you and such other Users. YOU AGREE THAT NONE OF THE IINTOO PARTIES ARE OR WILL BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND ANY SUCH THIRD PARTIES OR WITH ANY OTHER USERS. Furthermore, if you provide any investments, information, advice or services to other Users through the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, any of the iintoo Parties. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU IRREVOCABLY AND FOREVER RELEASE EACH OF THE IINTOO PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

 

  1. Representations, Warranties and Covenants.  You represent and warrant that (a) you have all rights, power and the full legal authority to enter into this Agreement (and if you are entering into this Agreement on behalf of any entity that you are fully authorized by such entity to so enter into this Agreement on its behalf), and you and such entity agree to indemnify us for losses or damages arising out any claim of your not having appropriate authority, misstatements or for violations of this Agreement, (b) you have carefully read this Agreement and shall comply with all of your obligations under this Agreement, the Privacy Policy (as hereinafter defined) and any ancillary terms or conditions posted to the Platform, (c) this Agreement is enforceable against you in accordance with its terms and conditions, and (d) you (i) fully understand and can financially bear the economic and investment risks involved in engaging in a Transaction, and (ii) have significant experience investing in investments of the type offered through the Platform, including, without limitation, real estate, equities, notes and other securities, and you understand that the investment opportunities offered through the Platform are inherently very risky, you understand the risks associated with each such investment, that there will be no market and you may be unable to sell, liquidate or transfer the investment for an indefinite period of time, and you are able to accept the risk of losing your entire investment, and (e) regarding Your Content, (i) you hereby waive any and all claims (including, without limitation, claims based upon invasion of privacy, defamation, false light, or right of publicity) arising out of any alteration, distortion or other use of your name, image or likeness or that of any third party which appears in any of Your Content (including without limitation your photograph or the photograph of a third party), (ii) the posting of Your Content by you does not and shall not violate any terms and conditions to which you are bound under this Agreement, any other applicable agreement, or any applicable law or regulation, (iii) you will not use any of Your Content provided other than as expressly permitted in this Agreement, and (iv) you are solely responsible for (and iintoo has no responsibility to you or to any third party) any of Your Content that you create, transmit, display or post while using the Platform and for the consequences of your actions, including without limitation any loss or damage which any of the iintoo Parties may suffer which is related to any of Your Content or the enforcement of any rights by you in and to such of Your Content.  

 

  1. DISCLAIMER OF WARRANTIES. YOUR USE OF THE PLATFORM, AND TRANSACTIONS ENTERED INTO BY YOU, IS “AS IS”, “AS AVAILABLE”, AND AT YOUR SOLE RISK. SPECIFICALLY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IINTOO DISCLAIMS (A) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY TRANSACTION, ANY OTHER INTERACTION BY YOU WITH ANY ISSUER COMPANY, OR OTHERWISE YOUR USE OF THE PLATFORM, AND (B) ALL WARRANTIES NOT EXPRESSLY MADE IN THIS AGREEMENT.  IINTOO DOES MAKE ANY WARRANTY ABOUT THE PERFORMANCE OF ANY ISSUER COMPANY. NONE OF THE IINTOO PARTIES ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF A THIRD PARTY. IINTOO ASSUMES NO RESPONSIBILITY FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY 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 THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY CONTENT OR ANY OTHER COMMUNICATIONS TO USERS OR ATTEMPTED TO BE DELIVERED TO A USER. THE PLATFORM AND ANY OF ITS FUNCTIONALITY MAY AT ANY TIME FAIL OR BE SUBJECT TO COMPUTER HACKING, COPYING OR PHISHING (INCLUDING YOUR IP ADDRESS), AND THE IINTOO PARTIES DISCLAIM ANY RESPONSIBILITY FOR SUCH EVENTS AND MAKES NO REPRESENTATIONS REGARDING THE SECURITY NOR THE PERMANENCE OF ANY DATA, INCLUDING BACK-UPS, AND YOU ACKNOWLEDGE THIS RISK AND THAT YOU ARE SUBMITTING YOUR PII TO US THROUGH THE PLATFORM (EVEN IF INTENDED TO BE PRIVATE) ENTIRELY AT YOUR OWN RISK. IINTOO FURTHER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, TECHNICAL MALFUNCTIONS OF ANY TELEPHONE NETWORK OR DATA LINES, COMPUTER SYSTEMS, NETWORKING EQUIPMENT, COMPUTER SERVERS AND RELATED EQUIPMENT, SOFTWARE, FAILURE OF EMAIL, OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, WHICH CAUSES OR RESULTS IN INJURY OR DAMAGE TO USER OR TO ANY OTHER PERSON.

 

  1. LIMITATION OF LIABILITY.    IN NO EVENT SHALL ANY OF THE IINTOO PARTIES BE LIABLE FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, YOUR USE OF THE PLATFORM (INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT APPEARING THEREON OR YOUR LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE PLATFORM). THE AGGREGATE LIABILITY OF THE IINTOO PARTIES COLLECTIVELY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE FEES EARNED BY IINTOO FROM ALL TRANSACTIONS ENTERED INTO BY YOU IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE ARISING OF SUCH LIABILITY, OR (B) FIVE HUNDRED DOLLARS ($500). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 9 OR 10 HEREOF MAY NOT APPLY TO YOU BUT IN SUCH A CASE SUCH LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

  1. Indemnification. You shall indemnify, defend and hold harmless each of the iintoo Parties from any and all claims, demands, actions, causes of action and/or lawsuits (each, a “Claim” and collectively, “Claims“) and all resulting costs, liabilities, losses, expenses, and damages, actual and consequential, direct and indirect, of every kind and nature, including without limitation reasonable attorneys’ fees and disbursements (collectively, “Losses“), made by any third party arising out of or related to (a) the breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (b) your negligence or misconduct, or (c) your violation of any law or regulation. You shall provide all applicable iintoo Parties with prompt written notice of any Claim or potential Claim of which you become aware. Upon the assertion or commencement of any Claim against one or more of the iintoo Parties by any third party that may give rise to liability of any such iintoo Party hereunder, you shall assume the control of the defense of such Claim at your sole expense with counsel reasonably acceptable to each such applicable iintoo Party; provided, however, that each such iintoo Party may take part in and/or fully assume such defense, in its sole discretion and at its own expense, after you assume the control thereof.  You shall not enter into any settlement of any Claim which any of the iintoo Parties believes is adverse to its interests, without receiving the prior written consent of each of the iintoo Parties affected by such Claim. In no event shall any of the iintoo Parties be obligated to participate in any settlement which any such party reasonably believes would have an adverse effect on such party’s business interests.

 

  1. Privacy. iintoo views the protection of your privacy as an important responsibility. The terms regulating the handling, use and storage of your PII and other information by us in connection with the Platform is described in our Privacy Policy. By using the Platform, you consent to the collection and use of your PII by us as described in the Privacy Policy.  However, the handling, use and storage of your PII by any third party is subject to the privacy policy (if any) of such third party and not the Privacy Policy.  Again, we note that the default settings to Your Profile are such that information regarding Transactions in which you invest, and even which prospective Transactions you have viewed, is publicly viewable, and that you must change the settings to Your Profile in order to prevent such information from being viewable to other Users. For clarity, your use of any third party service is subject to the privacy use, collection and storage protocols of such third party provider, as is indicated on the third party website of such provider and not as set forth in the Privacy Policy.  

 

  1. No Endorsement.  The owners of any third party product, service, information, content, Trademark or copyright appearing on the Platform or accessible through the Platform are not sponsors of iintoo or the Platform and have not endorsed and are not affiliated with iintoo or the Platform, and iintoo is not a sponsor and does not endorse and is not affiliated with any such third parties. None of the information contained on the Platform constitutes a recommendation to buy or sell any securities or other financial instruments or other assets or provide any investment advice or service. The information contained on the Platform (a) has been prepared without reference to any particular User’s investment requirements or financial situation, and (b) 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 iintoo is not authorized to provide such information or services. Some products and services described on the Platform may not be available in all jurisdictions or to all Users.

 

  1. Electronic Communications and Consent. As part of doing business with iintoo, you must consent to our giving you certain disclosures electronically, either via the Platform or to the email address you provide to us. By agreeing this Agreement, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations (collectively, “IRS Forms”) and which may be provided electronically arising from or relating to your registration as an Investor, a Registrant, or relating to any Transaction or otherwise your use of the Platform (each, a “Disclosure”). The decision to do business with iintoo electronically is yours, and this section informs you of your rights concerning Disclosures.  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 iintoo or between you and any Issuer Company. 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.  You may not withdraw such consent as long as you have outstanding any Investments made through the Platform. If you have no outstanding Investments made through the Platform and have communicated to us in writing your desire to withdraw your consent to doing business electronically by email at <INSERT URL>, we will terminate your Account.

Furthermore, you also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message 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 the Platform or any of the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), then in addition to the above requirements you must make sure that you have software on your mobile device that permits you to print and save any Disclosures sent to you.   Such software may be found for most mobile devices in a device’s respective “app store”. If you do not have these capabilities on your mobile device, you agree to access the Platform only through a means that provides for such capabilities.

 

  1. No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and iintoo by this Agreement or as a result of your use of the Platform or your engaging in any Transaction.

 

  1. Notices. All notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: iintoo Investments Ltd., Attn: Jeff Holzmann, 800 Third Avenue, 38th Floor, New York, NY 10022 and by email to e-mail at notices@iintoo.com, and to a User at the address and email listed provided to us by such User (if applicable). Notice shall be deemed given three (3) days after the date of such mailing and upon receipt of such email.

 

  1. Governing Law; Arbitration; NO CLASS CLAIMS; TIMELY FILING OF CLAIMS. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding New York’s choice-of-law principles.  Any dispute arising out of or relating to this Agreement, including without limitation regarding any breach hereunder, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the City of New York, State of New York, by an arbitrator with applicable industry expertise in the real estate and crowdsourcing industries, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on you and us, without a right of appeal, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by you and/or us shall be deemed to be confidential information and shall not be made public by either you or us.  The non-prevailing party in such proceedings shall pay the prevailing party’s costs and expenses, including but not limited to reasonable attorneys’ fees.  NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.  Notwithstanding the foregoing, we may apply to any court of competent jurisdiction for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM THAT YOU MAY HAVE AGAINST ANY OF THE IINTOO PARTIES WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT, OR OTHERWISE YOUR USE OF THE PLATFORM, MUST BE FILED BY YOU PURSUANT TO THIS SECTION 17 WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.

 

  1. Assignment. You shall not resell or assign any of your rights, duties or obligations under this Agreement, and that any attempted assignment or delegation will be void and of no force or effect whatsoever. This Agreement may be automatically assigned by iintoo, in our sole discretion, to a third party, and such an assignment will inure to the benefit of our successors, assigns and/or licensees. Without limitation of the foregoing, we may sell, transfer or otherwise share some or all of our assets, including without limitation your PII, with any parent company, subsidiary, joint venture, and a company under our common control, as well as with a potential acquirer, including without limitation in connection with a merger, reorganization, or sale of assets, or in the event of bankruptcy. In each such an event, the PII we have collected from you may be one of the assets transferred.

 

  1. No Waiver.  Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches.  If iintoo does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which iintoo has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of iintoo’s rights, and all such rights or remedies shall still be available to iintoo.

 

  1. General. If any provision of this Agreement is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement and any ancillary terms and conditions referenced herein sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement shall survive termination or expiration to the extent necessary to carry out the obligations of you and iintoo hereunder.

21. Contact Us. If you have any questions or concerns regarding the Platform, please contact us by e-mail at info@iintoo.com or write to us at iintoo Investments Ltd., 800 Third Avenue, 38th Floor, New York, NY 10022.