Terms of Service
Welcome and thank you for your interest in the Exio website (the “Website”) owned and operated by Exit Strategy Ltd, Inc. (“EXIO”, “we”, “our”, or “us”). The Website is an intermediary technology platform that allows us to share content and information with current and prospective clients, partners, or other interested persons/parties. It may also allow for the delivery of products or services. 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 as “Users”. You acknowledge that EXIO 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 the Services, you will have to create an account and become a registered. In connection with accessing certain features of the Services, you may be asked to enter a separate agreement with EXIO, 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. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USING 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. We may, in our 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 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
We reserve the right, in our sole discretion and without notice, to:
change, delete, improve or correct any information, content, materials and descriptions provided on the Website; to suspend and/or deny access to the Services at any time for any reason, including scheduled or unscheduled maintenance, upgrades, improvements or corrections; discontinue or change any product or service described in or offered on or through the Website at any time; block or otherwise discontinue your access and use of the Services at any time and for any or no reason and without any liability. You agree that EXIO will not be liable to you or to any third party for any such modification, suspension or discontinuance. Upon termination of these Terms of Service or your access to the Website for any reason or no reason, you will continue to be bound by these Terms of Service which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Website may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and EXIO does not undertake any obligation or responsibility to update or amend any such information. You agree that EXIO and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
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 may access the Website generally and/or browse generally without registering with the Website. In order to access certain features of the Website, including viewing a full listing package or posting content on the Website, you must register to create an account (“Account”) and meet certain criteria. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your Account. You will also choose a password and a user name. We reserve the right in our sole discretion to refuse registration of or cancel your Account without notice. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify EXIO immediately in writing of any unauthorized use of your Account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without our prior written authorization. You acknowledge and agree that you are liable for any damages or losses to EXIO and other Users by any use of your Account, either authorized or unauthorized.
You agree that your Account will be self-directed and that you are solely responsible for all investment decisions. Although the Website may include data, information or content provided by third-parties or us relating to markets, the economy, industries, businesses, investment strategies and/or opportunities to buy and/or sell business interests, 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 any business, investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your investment. 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 the 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 EXIO 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; submit content that falsely expresses or implies that such content is sponsored or endorsed by EXIO, 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 business listing; 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 EXIO in writing; or contacting any party or User other than as allowed through the Services. Proprietary Rights
EXIO, 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 “EXIO Materials”). The EXIO Materials do not include User Content (as defined below). The EXIO 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.
EXIO hereby grants you a non-exclusive, non-transferrable license to download and print the EXIO 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 EXIO Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the EXIO Materials in any other way, except with the prior written permission of EXIO. 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 EXIO Materials. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the EXIO Materials other than those rights expressly granted herein.
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 us or any other User 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 EXIO 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 EXIO with respect to User Content posted by you or others.
We have no obligation to monitor, review, control, or guarantee the accuracy or confidentiality of User Content. However, we reserve 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, we comply 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 us or through the Website is accurate, complete and truthful. EXIO 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 EXIO and its affiliates, sublicensees, partners, designees, and assignees, a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable, 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 described herein, 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 regulations (including, without limitation, United States federal and state securities laws); or (c) require EXIO to obtain a license from or pay fees or royalties to any third party.
If you provide us with any comments, bug reports, feedback, or proposed modifications for the Services (“Feedback”), we will have the right to use the Feedback at our discretion, including, but not limited to the incorporation of suggested changes into the Services. You hereby grant EXIO 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 us of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall EXIO 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.
We 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, we may remove and discard any Materials or User Content, and such materials and content may no longer be accessible by you. We will have no obligation to maintain any such information in our databases or to forward any such information to you or any third party. You agree that EXIO 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.
No Professional Advice Provided
None of the information contained on the Website or provided through the Services constitutes a recommendation, solicitation or offer by EXIO 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 EXIO is not authorized to provide such information or services.
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 EXIO 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. Featuring of or posting on the Website of any business does not constitute endorsement by EXIO or representation of the quality of any potential investment in such business.
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 EXIO or its affiliates, and EXIO 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 EXIO 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, EXIO or its affiliates.
If you have a dispute with one or more Users, you irrevocably and forever release EXIO (and EXIO’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 EXIO 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, EXIO 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, COMPLETENESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE FOREGOING, EXIO 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, EXIO makes no warranty or representation as to the completeness or accuracy of the information provided on the Website, nor as to any company’s or person’s compliance with the Investment Company Act, the Investment Advisers Act or the Securities Act. To the maximum extent not prohibited by law, EXIO assumes no liability or responsibility for any errors or omissions in the content of the Website. EXIO 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. EXIO 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. EXIO is entitled to rely upon the information provided by its Users. You acknowledge and agree that EXIO does not provide any representation, warranty or assurance that an investment in any business described on the Website is 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 of securities, and not Exio, 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 transaction. EXIO 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.
To the fullest extent permissible by law, you agree to defend, indemnify, and hold EXIO and its affiliates, 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. EXIO 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 EXIO in the defense of any such claim, action, settlement or compromise negotiations, as requested by EXIO.
Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL EXIO OR ITS AFFILATES, 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 EXIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT EXIO HAS OFFERED THE 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 EXIO, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND EXIO. EXIO 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.
EXIO 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.
Unless explicitly stated otherwise, legal notices to EXIO should be emailed to email@example.com. Legal notices to you will be provided either to the email or mail address you provide to EXIO 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, three days after the date of mailing or immediately upon posting on the Website, as applicable. You agree that all notices and other communications that we provide 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 our 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 us to locate the material; Information reasonably sufficient to permit EXIO 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, EXIO designates the following agent to receive notifications of claimed infringement:
Jason Conger Miller Nash Graham & Dunn LLP 1567 S.W. Chandler Ave, Suite 204 Bend, OR 97702 Phone: 541-383-6867 Fax: 541-383-3968 Website: www.millernash.com
For the avoidance of doubt, only DMCA notices should go to EXIO’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 EXIO its members or affiliates (“Dispute”), 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 Arbitration Service of Portland, Inc. 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 place of arbitration will be Deschutes County, Oregon. The decision(s) and award(s) 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.
You agree that all Disputes will be limited between you, individually, and EXIO. 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 EXIO, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning EXIO’s intellectual property rights; and (3) any claim for injunctive relief. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Deschutes County, Oregon. Each party hereby waives any claim that such venue is improper or inconvenient.
Choice of Law
The Terms and your use of the Services shall be governed by and construed and enforced in accordance with the laws of the state of Oregon, without regard to conflicts of laws provisions. 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, THESE TERMS OF SERVICE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
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. EXIO makes no representations that the Service are appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited.
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, material and information contained on the Website does not constitute an offer or solicitation and may not be treated as an offer or solicitation to sell securities. 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 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. We will have a reasonable period to effect such a change and 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.
A provision of the Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.