Terms of Service
Updated February 11, 2016
Welcome and thank you for your interest in the Legacy Point website (the “Website”) owned and operated by Legacy Point, LLC. (“Legacy Point”, “We”, “Our”, or “Us”). The Website is part of an intermediary technology platform that allows accredited investors to independently review and invest in private placement real estate offerings. These Terms of Service govern your access and use of the Website and all publicly available content, services and/or products provided through the Website (collectively, the “Services”). Visitors to the Website and users of the Services are referred to herein individually as “User” and collectively as “Users”. You acknowledge that Legacy Point is not a registered broker-dealer, investment advisor or crowdfunding portal and does not engage in any conduct that would require such registration.
In order to access certain features of the Services, you will have to create an account and become a registered user of the Services. In connection with registration for the Services, you may be asked to enter a separate agreement with Legacy Point, the terms of which are hereby incorporated into these Terms by reference.
If you are entering into these Terms on behalf of an entity or any third-party, such as your employer or a company you work for or control, you represent that you have the legal authority to bind that entity to these Terms.
BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE WEBSITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE AND ALL OTHER POLICIES AND PROCEDURES POSTED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY SUCH AGREEMENTS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USE THE WEBSITE OR THE SERVICES.
Changes to the Terms
Your use of the Website and the Services is governed by the then-current version of the Terms in effect on the date of such use. Legacy Point may, at its sole discretion, modify the Terms and/or other policies and procedures governing the Service at any time without notice or liability by posting the modified Terms, policies or procedures to the Website and revising the “Updated” date. Your continued use of the Services after modified Terms have been posted or otherwise provided to you constitutes your agreement to be bound by the then-current Terms.
Certain Reserved Rights
THE SERVICES ARE OFFERED ONLY TO USERS WHO ARE AT LEAST THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH THEY RESIDE OR ARE LOCATED. BY USING THE SERVICES, YOU REPRESENT THAT YOU ARE ABLE TO LEGALLY CONTRACT IN THE JURISDICTION IN WHICH YOU ARE LOCATED.
You agree that your Account will be self-directed and that you are solely responsible for all investment decisions. Although the Website may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Website. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Website or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the companies posted on the Website. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Website does not provide any of the foregoing advice or recommendations or provide any due diligence.
You agree that you are responsible for your own conduct while using the 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 and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended) 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, and any applicable foreign laws). Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. By way of example, and not as a limitation, you agree that you may not:
- use the Services 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;
- attempt to gain unauthorized access to the Website, the Services, any other Legacy Point website or service, or the computer systems or networks connected to the Services through hacking, password mining or any other means;
- create user accounts by automated means or under false or fraudulent pretenses;
- transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload, post, email or transmit, or otherwise make available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content;
- upload, post, email or transmit, or otherwise make available through the Services any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
- upload, post, email or transmit, or otherwise make available through the Services any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, the Terms;
- download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
- impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about its Users for any unauthorized purpose;
- submit content that falsely expresses or implies that such content is sponsored or endorsed by Legacy Point, any of its affiliates or any third parties;
- promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
- share with or disclose to anyone any information obtained through the Services about any investment offerings;
- use the Services for any commercial purpose whatsoever, including without limitation, soliciting other Users for investments of any kind, offering or selling any products or services of any kind, and making investment
- recommendations to other Users unless expressly authorized by Legacy Point in writing; or
- contacting any party or User other than as allowed through the Services.
The securities offered on this Website may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any of the securities offerings on the Website, you must register with the Platform and qualify as an “Accredited Investor.” Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an accredited investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Platform for purposes of subscribing to securities offerings, you represent and warrant that you come within at least one of the following categories:
- a natural person who has individual net worth,
- or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a business in which all the equity owners are accredited investors; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
YOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING POSTED ON LEGACY POINT AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide the Legacy Point with such information in writing.
Legacy Point, its affiliates, and its licensors own all right, title and interest in the Website and the Services, including but not limited to (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, "look and feel" organization, compilation of the content, code, and data, and (ii) all content on the Website, including, without limitation, all articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “Legacy Point Materials”). The Legacy Point Materials do not include User Content (as defined below). The Legacy Point Materials are protected by copyright, trademark, patent, trade secret, and other intellectual property laws and proprietary rights. You agree to comply with all applicable laws by not copying or using proprietary content, except as allowed by these Terms or by written consent of the owner of the proprietary rights.
Legacy Point hereby grants you a non-exclusive, non-transferrable license to download and print the Legacy Point Materials for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of the Legacy Point Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the Legacy Point Materials in any other way, except with the prior written permission of Legacy Point. You agree that you will not develop or assist anyone else with developing a website or materials that are substantially
similar to or based in substantial part on the Legacy Point Materials. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the Legacy Point Materials other than those rights expressly granted in these Terms.
You and other users may submit, post, transmit and share comments or materials on or through the Website (“User Content“). You are solely responsible for User Content that you post, transmit, or share on or through the Website, as well as for any actions taken by Legacy Point or other Users as a result of your User Content. You agree and understand that you may be exposed to User Content posted by others that is inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that Legacy Point makes no representations or warranties regarding User Content and is not responsible for the accuracy, usefulness, or intellectual property
rights of or relating to User Content. You hereby waive any legal or equitable rights or remedies you have or may have against Legacy Point with respect to User Content posted by you or others.
Legacy Point has no obligation to monitor, review, control, or guarantee the accuracy or confidentiality of User Content. However, Legacy Point reserves the right at all times (but will not have an obligation) to remove or edit any User Content in its sole discretion, with or without notice. Without limiting the generality of the preceding sentence, Legacy Point complies with the Digital Millennium Copyright Act, and will remove User Content from the Services upon receipt of a compliant takedown notice, as further described below.
You represent and warrant that all information that you provide to Legacy Point or through the Website is accurate, complete and truthful. Legacy Point and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
You retain all right, title, and interest in your User Content. By posting, transmitting, or sharing your User Content on or through the Website, you hereby (i) grant to Legacy Point and its affiliates, sublicensees, partners, designees, and assignees, a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit your User Content and derivatives thereof for any purpose and in any media form, and (ii) grant to other Website users a non-exclusive license to access or otherwise use your User Content for personal or commercial use. You hereby affirm, represent, and warrant that: (i) you either own the User Content or have the necessary licenses, rights, consents, and permissions to grant the rights and license set forth herein, and (ii) the User Content or any use of the User Content pursuant to this Agreement, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any intellectual property or proprietary right; (b) violate any applicable laws, rules, or regulation (including, without limitation, United States federal and state securities laws); or (c) require Legacy Point to obtain a license from or pay fees or royalties to any third party.
If you provide Legacy Point with any comments, bug reports, feedback, or proposed modifications for the Services (“Feedback”), Legacy Point shall have the right to use the Feedback at its discretion, including, but not limited to the incorporation of suggested changes into the Services. You hereby grant Legacy Point a perpetual, irrevocable, nonexclusive license to incorporate and use your Feedback for any purpose.
The Website may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Legacy Point of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall Legacy Point be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. When you access Linked Sites, you do so at your own risk, and subject to the Linked Site’s terms and policies.
Legacy Point may terminate these Terms and your right to use the Services at any time and for any reason without notice. Upon termination or expiration of these Terms, Legacy Point may remove and discard any Legacy Point Materials or User Content, and such materials and content may no longer be accessible by you. Legacy Point will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party. You agree that Legacy Point will not be liable to you or any third party for any such termination except as described in these Terms.
Upon termination or expiration of these Terms, any provision, which, by its nature or express terms should survive, will survive such termination or expiration.
Securities Products; No Professional Advice Provided
The securities offered on the Website are only suitable for Accredited 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. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC
insured, may lose value, and there is no bank guarantee.
None of the information contained on the Website or provided through the Services constitutes a recommendation, solicitation or offer by Legacy Point, its affiliates or third-parties to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. All information contained in the Services has been prepared without reference to any particular User’s investment requirements or financial situation. The Services 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, regulatory or self-regulatory organization or clearing organization, or where Legacy Point is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients.
The Services and all content, services and features available through the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. YOU
ACKNOWLEDGE THAT YOU ARE NOT RELYING ON LEGACY POINT OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. LEGACY POINT DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT LEGACY POINT AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Featuring of or posting on the Website of any OFFERING does not constitute endorsement by Legacy Point or representation of the quality of any potential investment in such offering. Legacy Point does not endorse any Issuer or any underlying assets.
The securities offerings posted on the Website enable you to invest indirectly in a real estate project by purchasing securities issued by a single purpose private fund (the “Fund”), a separate limited liability company created for the sole purpose of investing in the Portfolio Company. Investors in the Fund are not the record holders of the portfolio company but instead become members of the Fund. Our affiliate with Legacy Point manages the Funds in accordance with the terms of each Fund’s operating documents. Typically, the sponsor or investment manager manages, controls, conducts the affairs of the Fund, and exercises any management rights negotiated with the real estate owning entity. Investors in the Fund do not have the same voting rights as those who invest directly in a portfolio company, and may or may not have redemption or withdrawal rights pursuant to the provisions under the Fund’s operating agreement. Investors in the Fund may be charged an administrative fee to cover the actual out-of-pocket costs of the investment fund; the administrative fee is disclosed to the investors at the time of the Fund formation. Investors in a Fund have the benefit of the investment manager’s experience in securities or related transactions. An investment manager may receive a share of any profit of the Fund for providing management services (“carried interest”), but may not receive any transaction based fee such as commission. Terms may vary so you are required to read all offering materials carefully and consult with your legal, financial and investment
counsel. The foregoing description is non-exhaustive and should not be deemed to be legal advice.
The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. Issuers represent and warrant that each fund is structured to qualify as an exempt investment company under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company that (i) has no more than one-hundred (100) beneficial owners; and (ii) does not make or propose to make a public offering of its securities. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of exemptive provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Website 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 offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Website and issuers posting offerings on the Website in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer in selling the securities might not be available and substantial liability to such issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associate 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 ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
Legacy Point cannot guarantee that Issuers posting offerings on the Website will use the proceeds of any offering in accordance with the stated purpose. Users acknowledge and agree that Legacy Point makes no representation, warranty or assurance that the offering posted on the Website are made in accordance with Federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein.
User Interactions and Disagreements
The Services may allow you to interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other Users are not affiliated with or controlled by Legacy Point or its affiliates, and Legacy Point cannot influence the investments, information, advice or services provided by them. Your interaction with other Users is solely between you and such other Users. YOU AGREE THAT LEGACY POINT AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND 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, Legacy Point or its affiliates.
If you have a dispute with one or more Users, you irrevocably and forever release Legacy Point (and Legacy Point’s affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from 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.
THE SERVICES, THE WEBSITE, THE LEGACY POINT MATERIALS, USER CONTENT, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WHEN AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LEGACY POINT DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE WITH LAWS, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE FOREGOING, LEGACY POINT MAKES NO REPRESENTATION OR WARRANTY (A) WITH RESPECT TO THE MERITS AND RISKS OF ANY TRANSACTIONS MADE BY OR THROUGH THE WEBSITE OR THE SERVICES, OR (B) THAT USE OF THE SERVICES AND WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Without limiting the generality of the foregoing, Legacy Point makes no warranty or representation as to the completeness or accuracy of the information provided on the Website, nor as to any Issuer’s compliance with the Investment Company Act, the Investment Advisers Act or the Securities Act. To the maximum extent permissible under law, Legacy Point assumes no liability or responsibility for any errors or omissions in the content of the Website. Legacy Point does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Website, and has not performed any investigation into such information. Legacy Point shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Website is at your sole risk. Legacy Point is entitled to rely upon the information provided by its Users. You acknowledge and agree that Legacy Point does not provide any representation, warranty or assurance that the offering on the Website are made in accordance with state and/or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each issuer, and not the Website, is responsible for ensuring that any securities offering is done in accordance with state, federal law and regulation promulgated by the SEC and Financial Industry Regulatory Authority. We make no representation or warranties regarding the legality or compliance of any offering. Legacy Point has not reviewed all of the links provided on the Website and is not responsible for the content of any off-Website pages. Clicking on hyperlinks and visiting any off-Website pages is solely done at your own risk. All representations and warranties made by a Portfolio Company to an issuer pursuant to the securities offering are hereby incorporated by reference.
To the fullest extent permissible by law, you agree to defend, indemnify, and hold Legacy Point and its directors, officers, employees, and agents harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, “Damages”) to the extent that Damages result directly or indirectly from your use of the Services or the Website. Legacy Point reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Legacy Point in the defense of any such claim, action, settlement or compromise negotiations, as requested by Legacy Point.
Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL LEGACY POINT OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR THE WEBSITE, EVEN IF LEGACY POINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT LEGACY POINT HAS OFFERED ITS SERVICES AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LEGACY POINT, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND LEGACY POINT. LEGACY POINT WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
Legacy Point assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Website or your downloading of any materials, data, text, images, video, or audio from the Website. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above).
Except as explicitly stated otherwise, legal notices to Legacy Point should be emailed to info@LegacyPoint.com. Legal notices to you will be provided either to the email or mail address you provide to Legacy Point during the account registration process or posted on the Website. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice will be deemed given three days after the date of mailing or posting on the Website, as applicable. You agree that all notices and other communications that Legacy Point provides to you electronically (by email or by posting on the Website) satisfies any legal requirement that such notice or communication be in writing.
Digital Millennium Copyright Act Compliance
If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Services infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Legacy Point’s Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit Legacy Point to locate the material;
- Information reasonably sufficient to permit Legacy Point to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
- 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
- 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.
Pursuant to Section 512(c)(2) of the Copyright Act, Legacy Point designates the following agent to receive notifications of claimed infringement: Legacy Point, 16192 Coastal Highway, Lewes, DE 19958 or info@LegacyPoint.com.
For the avoidance of doubt, only DMCA notices should go to Legacy Point’s Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
In the event of any claim, controversy or alleged dispute between you and Legacy Point, its members or affiliates, you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence arbitration, which, unless the parties agree otherwise in writing, will be administered by and in accordance with the rules of the State of Delaware. The place of arbitration will be Sussex County, Delaware. The award rendered by the arbitrator will be final and binding, and judgment may be entered on the award in any court having jurisdiction. The parties may endeavor to resolve disputes by mediation at any time as they may agree, provided, however, that resolution of disputes by mediation is not required prior to initiating resolution of disputes by arbitration. Notwithstanding anything to the contrary in this paragraph, Legacy Point may seek injunctive relief in any court having jurisdiction.
In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Legacy Point. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Legacy Point, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Legacy Point’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Sussex County, Delaware, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Sussex County, Delaware. Each party hereby waives any claim that such venue is improper or inconvenient.
Choice of Law
The Website may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Legacy Point of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Legacy Point be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Legacy Point shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
If you are located outside of the United States, you use or access the Website solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Legacy Point makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities.
You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
The content, material and information contained on the Website does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Website can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Website does not constitute an offer or solicitation to sell securities referred to on this Website, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
This Website is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Website that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
The Terms (including the documents and instruments referred to in the Terms) constitute the entire agreement and understanding of the parties with respect to the subject matter of the Terms, and supersede all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.
Neither party will be responsible for failure to perform any obligation under this Agreement due to causes beyond the reasonable control of such party, including but not limited to strikes, lockouts, riots, epidemics, war, government regulation, fire, flood, natural disasters, Acts of God, or inadequacies of equipment, or other cause beyond the reasonable control of such party.
If any provision of the Terms is found unenforceable, that provision will be deemed to be modified to the extent necessary to make it enforceable, while preserving its intent. If any provision of the Terms is nonetheless held unenforceable in any jurisdiction, the provision will be enforced to the maximum extent permissible in that jurisdiction, and the enforceability of the Terms in any other jurisdiction and of the remaining provisions in that jurisdiction will not be affected. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.
Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Website periodically for changes and modifications and agree not to contest the admissibility or enforceability the Website's electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Legacy Point shall have a reasonable period to effect such a change and Legacy Point may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
Waiver and Integration
Updated February 12, 2016
Your Privacy is Important to Us
By accessing the Services, registering as a user, using our Service or by otherwise submitting your personal information to us, you give your consent to the collection and use of personal information as explained in this policy. The term “personal information” refers to non-public information that personally relates to or identifies you (such as your name, password, age, gender, email address, postal mailing address, zip code, home/mobile telephone number, Social Security number and/or taxpayer identification number, investment objectives, investment experience, assets and income, and other similar information). Non-personally identifiable information collected on the Website may include, without limitation, website pages viewed, sites visited before visiting the Site, frequency of visits, clickstream data, browser type, operating system, organization name, articles, internet connection speed, presentations viewed, time spent viewing pages of our website or using certain features of our website, demographic data such as server locations, clickstream data, location services, server location, cookies existing on your computer, search criteria used and results, date and time of access or visits to our website, frequency of visits to our website, connection speed, and other information which does not specifically identify you.
Our Pledge to You
We are required by law and regulatory bodies to ask for certain information in order to provide our Services to you. Legacy Point makes commercially reasonable best efforts to maintain the confidentiality, integrity and security of our clients’ personal information. Keeping client information secure, and using it only as our Users want us to, are matters of principle for all of us at Legacy Point. With this in mind, here is our commitment to each and every User:
- Except as you may otherwise expressly approve, we will limit the collection and use of client and user information to what we believe would be useful to service your accounts, administer our business, or to
- tell you about our Services;
- We will restrict employee access to client and user information to those who need to know in order to provide Services to you;
- We will educate our employees according to our internal policies to reinforce the importance of confidentiality and client and user privacy;
- We will maintain commercial reasonable and customary security standards and procedures to protect information about you;
- and We will respond quickly to your request to correct inaccurate information.
How and Why We Gather Information
Our service providers or we may also collect web surfing data related to your use of the Services (e.g., information regarding which of our web pages you access, the frequency of such access, and your product and service preferences). This may be accomplished by using cookies, web beacons, page tags or similar tools. Such web surfing data may include your Internet Protocol (IP) address, browser type, internet service provider (ISP), referring or exit pages, click stream data, operating system and the dates and times that you visit the Website. Web surfing data and similar information may be used: for administrative purposes; to assess the usage, value and performance of our online products and services; and to improve your experience with the Services.
How Information Helps Both You and Us
Legacy Point’s mission is to provide you with exceptional investment opportunities to match your individual investment goals. Information about you and your accounts plays a key role in our ability to succeed in this mission. It also helps us service your accounts and administer our business. For example, we use information about you to:
- Provide you with the Services available through the Website;
- Establish and set up your account, issue an account number, and maintain your transaction history;
- Respond more accurately and efficiently to your requests;
- Identify opportunities to give you more convenience and control by developing new services that may benefit you;
- Verify your identity and contact information to help protect you and Legacy Point from fraud;
- Comply with certain legal and regulatory requirements.
We generally use the information that you provide or that we collect to establish and enhance our relationship with you, and to operate, maintain, enhance, and provide the Services and the Website. We may use such information to periodically provide you with information, newsletters or offers about features and services available through the Services that may be of interest to you. We may also send information or offers to groups of Users on behalf of other Users or third parties. However, you will have the option to opt out of receiving such information.
We use aggregated information provided by or collected from our Users to understand and analyze the usage trends and preferences of our Users, to improve the way the Services and the Website work and look, and to create new features and functionality. We may use aggregated information about our Users’ investments to generate statistics and maps that we deem helpful in the provision of the Services or any part thereof. We do not and will not sell analytics about our users without written consent from the user.
As you browse Legacy Point and other websites, online ad networks we work with may place anonymous cookies on your computer, and use similar technologies, in order to understand your interests based on your (anonymous) online activities, and thus to tailor more relevant ads to you. If you do not wish to receive such tailored advertising, email info@LegacyPoint.com to opt out of most companies that engage in such advertising. (This will not prevent you from seeing ads; the ads simply will not be delivered through these targeting methods.)
Sharing Your Information with Others
We allow you to share certain information with other Users of the Services. You can share your Profile with all other Users, or only with such other Users as are designated by you. You are not required to share your Profile or any other information with other Users. If you do share your Profile, anyone you designate will be able to see what companies you are following and investing in. If you indicate an interest in making an investment through the Services, such as indicating an interest to buy equity or make a loan in a particular private real estate company, we will notify the party or parties offering the investment (the “Issuer”) of your interest and may notify other Users with whom you have chosen to share information. By indicating an interest in an investment and/or sharing your Profile with other Users, you consent to this disclosure of your information. We may also collect and store information, which could include Non-Personally Identifiable Information or Personally Identifiable Information, locally on your computer or device using mechanisms such as browser web storage or application data caches.
Social Media Features
You can log in to the Website using services such as Linkedin or Facebook Connect. These services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form. Services like Facebook Connect give you the option to post information about your activities on this Website to your profile page to share with others within your network.
How and Why Legacy Point Discloses Your Information to Third Parties
We limit the sharing of personal information outside Legacy Point. We do not sell, license, lease, or otherwise disclose your personal information to third parties, except as noted below:
We may disclose your personal information when such disclosure illegally required or appropriate pursuant any court orders, subpoenas or any regulations, including responding to court orders and subpoenas, cooperating with government agencies, other regulatory bodies, and law enforcement officials, performing background checks, resolving disputes or performing risk-management functions.
To help us improve our Services, we may engage third parties to help us to carry out certain internal functions such as information management, account processing, client services, or other data collection relevant to our business. Examples of the types of outside companies with which we may share information include non-financial companies that perform services for us, such as data processing, and companies that perform reporting, tax documentation, custody, title or escrow services on our behalf. Use of any personal information we share with these third parties is limited to the performance of the task we request. The third parties with which we share personal information are required to protect it in a manner similar to the way we protect your personal information.
If you indicate an interest in making an investment through Services, we will notify the Issuer of your interest and will provide your personal information to the Issuer.
You may elect to share your User Content (as that term is defined in the Terms of Service http://www.LegacyPoint.com/terms/) with other Users. Any personal information that you choose to include in, or that is associated with, your User Content will be accessible by other Users. Once you make your personal information available to others in any of these ways, it may be collected and used by the recipients without restriction.
We may make certain automatically collected information about your interactions and activities on the Services, such as the business or investment areas of interest to you or that you have invested in, and your past activities, projects or proposals, publicly available on or through the Services. Any such publicly available information will be accessible by other Users.
We may also disclose your information as necessary to credit reporting or collection agencies, or when necessary to protect our rights or property.
We further reserve the right to disclose any of your personal information as we believe appropriate or necessary to take precautions against liability, to investigate and defend against any third party claims or allegations, to assist government enforcement agencies, to protect the security or integrity of the Services, or to protect the rights, property or personal safety of Legacy Point, its Users, Issuers, or others.
Legacy Point may also use and disclose personally identifiable information and non-personally identifiable information: to investigate and help prevent potentially unlawful activity or activities that threaten the integrity of our website or network; to protect and defend our rights or property or the rights or property of others; as required by courts or administrative agencies; and in connection with a financing, sale, merger, or reorganization of Legacy Point’s business or assets. Any successor in interest to our business would acquire the information we maintain, including personally identifiable information, and may alter the terms of this Privacy Notice. Legacy Point does not and will not sell any of your information, including non-personally identifiable or personally identifiable information, to any third party for purposes of advertising, soliciting, or telemarketing. We may, however, have to disclose your information, including non-personally identifiable information or personally identifiable information, to other companies or entities in the event that Legacy Point may be sold or is sold to another company or entity. In that case, your information, including personally identifiable information and non-personally identifiable information, may be sold or transferred to such acquiring company or entity.
Keeping Information Safe
We limit access to your personal information to those employees who have a legitimate business need to access such information to provide you with the Services. In keeping with industry standards and practices, we maintain commercial reasonable physical, electronic and procedural safeguards and controls to protect your information. The Website is built upon a secure infrastructure with multiple layers of protection and we use industry standard encryption technologies to safeguard your information.
Users are required to identify and authenticate themselves prior to accessing restricted portions of the Services. Generally, identification and authentication take place through the use of your user name and a password and/or while logging in with one of our technical support staff. You are responsible for keeping your password confidential.
We have security standards and procedures in place designed to prevent unauthorized access to your accounts and personal information. A key part of this process helps ensure that all information we have about you is accurate and up-to-date. If you ever discover inaccuracies in our data or if your personal information changes, notify us (http://www.LegacyPoint.com/contact/) immediately.
The transmission of information via the Internet is not completely secure, and for this reason we cannot guarantee the security of information sent to us electronically. If we learn of a security systems breach, we may attempt to notify you electronically so that you can take appropriate protective steps. We may also post a notice on or through the Website and the Services in the event of a security breach. Depending on where you live, you may have a legal right to receive notice of a security breach in writing.
We may at times send you e-mail communications with marketing or promotional materials. If you prefer not to receive such marketing or promotional e-mails from us, you may unsubscribe completely by emailing us at: info@LegacyPoint.com.
Please note that opt-out requests may take up to twenty-four (24) hours to process. Please also note that at times we may need to send you email communications that are transactional in nature such as service or termination announcements or payment confirmations which are communications you will not be able to opt-out of.
You will be able to modify the information concerning your account by visiting your profile page and editing any information you wish to change. You will be able to change your e-mail address, password, contact information, or other login information by visiting your account’s settings page subject to our website policy. If you wish to delete your account or need help modifying account information, please contact us at info@LegacyPoint.com. We will require up to twenty-four hours (24) to process such requests.
Through your account settings you will be able to set certain preferences and permissions regarding the visibility of your information, including Non-Personally Identifiable Information or Personally Identifiable Information, to others. You may stop or restrict the placement of Legacy Point’s cookies, Google’s cookies and third party cookies on your computer by adjusting your web browser preferences or a “Do Not Track” setting in your web browser. If you do so, you may still use our website, but this may interfere with some of its functionality.
You may also clear cookies from your computer via your web browser settings. You may also wish to use a Google Analytics opt-out web browser add-on. Information on this option is available at:
If you would like us to remove your Personally Identifiable Information from our database, please send a request to: info@LegacyPoint.com.
We are not responsible for removing your Personally Identifiable Information from the lists of any Third Party Services or other third party who has previously been provided your information in accordance with this notice.
Reviewing, Changing or Correcting Information
You may, of course, decline to share any or all of your personal information with us or ask us to delete your personal information from our systems at any time, in which case we may not be able to provide to you some of the features and functionality found on or through the Website and the Services.
An Ongoing Commitment to Your Privacy
Our Commitment to Children’s Privacy
Legacy Point does not knowingly collect personal information on or through the Services from persons under 13 years-of-age without their legal guardian’s consent. If Legacy Point learns that personal information has been collected from persons under 13 years-of-age through the Services without their legal guardian’s consent, then Legacy Point will take the appropriate steps to delete this information. If you are a parent or guardian and discover that your child under the age of 13 has a registered account with the Services or Legacy Point has received any personally identifiable information of that child without your consent, you may alert
Legacy Point by contacting us (http://www.LegacyPoint.com/contact).
The Legacy Point website is not intended for use by children, especially those under eighteen (18) years of age. No one under eighteen (18) years of age is allowed to use the website, provide any personal information or receive our email distributions. We do not knowingly solicit or collect Personally Identifiable Information from children under the age of thirteen (13) or anyone under eighteen years of age. If you believe that a minor has disclosed Personally Identifiable Information to Legacy Point, please report this to us immediately by emailing us at: info@LegacyPoint.com.
Applicable Law and Jurisdiction
The Website is maintained in the United States of America. By accessing the Legacy Point website, you consent to and authorize the export of Personally Identifiable Information to the United States of America and its storage and use as specified in this Privacy Notice.
This Privacy Notice shall be governed by, construed and entered in accordance with the laws of the State of Delaware applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. All disputes with respect to this Privacy Notice shall be brought and heard either in the Delaware State Courts located in Delaware. You consent to the in personam jurisdiction and venue of such courts. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.
Applicable Law and Jurisdiction
This Privacy Notice shall be governed by, construed and entered in accordance with the laws of the State of Delaware applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. All disputes with respect to this Privacy Notice shall be brought and heard either in the Delaware State Courts located in Lewes, Delaware. You consent to the in personam jurisdiction and venue of such courts. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.