Terms and Conditions

TERMS OF USE

Last Updated: May 2021

Introduction

Welcome!  The http://mypercent.com website (both mobile and online versions) (the “Site”) including your use of interactive features, platforms, investor marketplace, widgets, plug-ins, applications, content, downloads and/or other online services that we own and control and that post a link to these Terms (collectively with the Site, the “Service”), is comprised of various web pages and subdomains operated by Cadence Group Inc., (DBA Percent Technologies, Inc.) (together with its Affiliates, “Percent Entities”, “we” “our” or “us”). The Site is offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein (these Terms of Use “Terms” or “Terms of Use”). You should carefully review these Terms prior to your use of the Site and retain a copy of these Terms for your records. Your use of the Site constitutes your agreement to these Terms.

For purposes of these Terms, “Affiliates” shall mean, with respect to a party, any business entity now or hereafter controlled by, controlling or under common control with such party.  For purposes of this definition, control exists when an entity owns or controls directly or indirectly greater than fifty percent (50%) of the outstanding equity representing the right to vote for the election of directors or other managing authority of another entity.

We reserve the right at any time to change the terms and conditions set forth in these Terms of Use or change the Site or Services, including eliminating or discontinuing any features of functionality.

Any changes we make will be effective immediately upon the posting of new Terms of Use on the Site. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms of Use.

Privacy

Your use of the Site is subject to our privacy policy (the “Privacy Policy”). Please review our Privacy Policy which also governs the Site and informs you of our data collection practices. Our Privacy Policy is available here. You should understand that information collected from you in accessing the Site or subscribing for investments made available on the Site is not expected to be deleted or removed from Percent Entity’s records and you should expect that such information may be held by Percent Entities in perpetuity.

No Legal, Accounting or Tax Advice

The Percent Entities do not provide legal, accounting, investment or tax advice.  Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting, investment and tax experts before using the Service.

If You Want to Use the Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations.  Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted.  Therefore, do not use the Service if you do not agree.

The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, and your indemnity of us – we would not make the Service available to you.

By accessing and/or using the Service, you agree to be bound by these Terms.  In some instances, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively “Additional Terms”).  To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the Service from time to time may be governed by different terms of use.

Important Notices Applicable to Your Use of the Service

It’s important that you read the entire Terms but here are some of the more significant investment notices that we want to bring to your attention at the outset:

  • The federal and state laws applicable to private investments and finance are complex.  In general, they are designed to protect unsophisticated people from making ill-advised investments.  These Terms are designed to minimize the risk to the Percent Entities if any unsophisticated/unaccredited individuals try to become investors through the Service, and to protect the Percent Entities in the event that anyone claims he, she or it was damaged by using the Service.
  • If you choose to invest in certain of the investments made available via the Service, you will enter into various agreements regarding the investments (the “Investment Documents”) between you and the Percent Entity offering such investments (the “Sponsor”).  In all events, the commercial transactions which are the subject of the Investment Documents are governed by such Investment Documents and not these Terms, and in the event of any conflict between the terms of the Investment Documents and these Terms, the Investment Documents will control.
  • Neither the information nor any opinion expressed on the Service constitutes an offer by the Percent Entities to buy or sell any securities or financial instruments or provide any investment advice or related services.  None of the Services shall be construed as an offer to buy, or the solicitation of an offer to sell, any securities. Investments can and do lose money and you should be prepared to lose your entire investment in any investment made available by the Percent Entities.
  • The information provided on the Service by us or our users about investment opportunities may not be available to or suitable for you.  Not all strategies are appropriate at all times. The Percent Entities are not obligated to perform, and has not performed, an analysis of investor suitability with respect to the investments available through the Service.
  • The opinions expressed on the Service by us or our users do not constitute investment advice.  Independent professional advice should be sought in all cases before investing in an opportunity offered on or through the Service.  The value and income of any of the investing opportunities mentioned on the Service by us or users can fall as well as rise and an investor may get back less than he or she invested or nothing at all.  Past performance is not necessarily a guide to future performance. The investment opportunities mentioned on the Service may often have tax consequences; therefore, it is important to bear in mind that we do not provide tax advice.  The levels and bases of taxation can change. Investors’ tax affairs are their own responsibility and investors should consult their own attorneys or other tax advisors in order to understand the tax consequences of any investments mentioned on the Service.  The Percent Entities do not endorse or recommend any of the companies or investments included on the Service.
  • The Percent Entities do not offer legal advice.  You are encouraged to seek legal counsel prior to investing or using the Service.
  • The Percent Entities reserves the right to reject, cancel, interrupt, remove, or suspend any investment posted on the Service at any time and for any reason.  The Percent Entities are not liable for any damages as a result of any of those actions. The Percent Entities’ policy is not to comment on the reasons for any of those actions.
  • The Percent Entities are not liable for any damages or loss incurred related to investments, loans or any other use of the Service.  All dealings are solely between users. The Percent Entities are under no obligation to become involved in disputes between any users, or between users and any third party.  This includes, but is not limited to, delivery of capital, goods and services, and any other terms, conditions, warranties, or representations associated with investments available on the Service.  The Percent Entities do not oversee the performance or punctuality of investment opportunities. The Percent Entities do not guarantee the completion of any investment opportunity stated to be undertaken by any company or warrant the outcome or success of any investment or any company.

Service Content, Ownership, Limited License and Rights of Others

  • Content.  The Service contains a variety of: (i) materials and other items relating to and posted by the Percent Entities, and their products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of the Percent Entities (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
  • Ownership.  The Service (including past, present, and future versions) and the Content are owned or controlled by the Percent Entities, our licensors and/or certain other third parties.  All right, title, and interest in and to the Content available via the Service is the property of the Percent Entities or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.  The Percent Entities own the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service. To the extent that you create any derivatives of any Content, you hereby assign to the Percent Entities all right, title and interest in and to such derivatives and all intellectual property right in the foregoing. No right, title or interest in or to any Percent Entity Content is granted, transferred or otherwise provided by these Terms of Use.
  • Limited License.  Subject to your strict compliance with these Terms and any Additional Terms, the Percent Entities grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only.  The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in the Percent Entities’ sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
  • Rights of Others.  When using the Service, you must respect the intellectual property and other rights of the Percent Entities and others.  Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

Service and Content Use Restrictions

You are granted a non-exclusive, non-transferrable, revocable license to access and use the Site strictly in accordance with these Terms of Use. As a condition of your use of the Site, you warrant to the Percent Entities that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. Notwithstanding the generality of the foregoing, you may not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to the Percent Entities; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, the Percent Entities, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User Content (defined below); (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any Additional Terms.

You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of the Percent Entities or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

The Percent Entities may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in the Percent Entities’ sole discretion, and without advance notice or liability.

These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by the Percent Entities and its licensors and other third parties.  Any unauthorized use of any Content or the Service for any purpose is prohibited.

Accounts and Eligibility

Accounts.  By accessing or using the Service in any manner, you become a Service user.  Users who have or represent a business or commercial-related enterprise that wish to invest in the Percent Entities’ offerings may elect to create a profile for themselves or for an entity they create for investment purposes.  The Service connects accredited investors with investment opportunities and efficiently communicates with investors, distributes investment documents and centralizes ongoing investor relations. Users visit the Service to learn, create profiles, browse, and/or invest.  In order to access or use some (or potentially all) of the features on the Service, you may be required to first register for a user or company account through our registration process that we make available through the Service. The Service’s practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy.  If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you affirm and agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive.  We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) all information you provided to the Percent Entities is true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, you will maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.  We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

Accredited Investor.  The securities offered on this Service 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 Service, you must register with the Service and qualify as an “Accredited Investor.”  Prior to investing, you may be asked to verify your Accredited Investor status by completing and executing a certification and provide necessary documentation as proof of your income and/or net worth. You acknowledge and agree that all information you provide for the registration is complete and accurate.  YOU MUST BE AN ACCREDITED INVESTOR TO INVEST IN ANY OFFERING POSTED ON THE SERVICE AND SUBMIT TO THIRD PARTY VERIFICATION. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide us with such information in writing.

Other Eligibility Requirements.  The Service is available only to individuals who are at least 18 years of age.  You represent and warrant that you are at least 18 years of age and are of legal age to form a binding contract with the Percent Entities and that you are fully able and competent to enter into the terms and conditions set forth in these Terms and other agreements on the Service, and that all registration information you submit is accurate and truthful.  If you are an entity applying to participate in an investment transaction using the Service, you represent and warrant that at all times during its use of the Site or Services, you are, and shall continue to be, duly authorized and empowered under any law or regulation to engage in the activities contemplated by these Terms.  The Percent Entities may, in their sole discretion, refuse to offer the Service to any person or entity and the Percent Entities may, in their sole discretion, change its eligibility criteria at any time. If you enter the Service as a business borrower representative, create a business borrower profile, or hold yourself out as a representative or agent of a current or prospective business borrower, you represent and certify that you are authorized to act on behalf of the business borrower with full authority to represent the business borrower and form binding legal commitments on behalf of the business borrower, to include the authority to enter into legally binding debt agreements.

Feedback You Submit

General.  The Percent Entities may now or in the future offer users of the Service the opportunity to post, upload, display, publish, distribute, transmit or otherwise make available on or submit through the Service, messages, text, files, comments, responses, information, content, results, reviews, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User Content”).  The Percent Entities may allow you to do this through contact us, email, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Content and you remain ultimately responsible for it.

Non-Confidentiality of Your User Content.  Except as otherwise described in the Service’s posted Privacy Policy or any Additional Terms, you agree that: (a) your User Content (which, to be clear, does not include your personal information) will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (b) the Percent Entities do not assume any obligation of any kind to you or any third party with respect to your User Content.  Upon the Percent Entities’ request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk. In your communications with the Percent Entities, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, recipes, products or otherwise (collectively, “Unsolicited Ideas and Materials”).  Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User Content and licensed to us as set forth below. In addition, the Percent Entities retain all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. The Percent Entities’ receipt of your Unsolicited Ideas and Materials is not an admission by the Percent Entities of their novelty, priority, or originality, and it does not impair the Percent Entities’ right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

License to the Percent Entities of Your User Content.  Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you hereby grant to the Percent Entities, and you agree to grant to the Percent Entities, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.  Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to the Percent Entities to your User Content, you also hereby grant to the Percent Entities, and agree to grant to the Percent Entities, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you.  To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted herein.


Notices and Questions

You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (ii) we may contact you by mail or email sent to the address provided by you.  You agree to promptly notify us if you change your email or mailing address by updating your account information. If you have a question regarding using the Service, you may contact us at [email protected].  You acknowledge that the provision of customer support is at the Percent Entities’ sole discretion and that we have no obligation to provide you with customer support of any kind.

Linked-To Websites; Advertisements; Dealings with Third Parties

Linked Services; Advertisements. The Site or Services may contain links to other websites (“Linked Sites”). Linked Sites are not under the control of the Percent Entities and the Percent Entities are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Percent Entities is providing these links to you only as a convenience and the inclusion of any link does not imply endorsement by the Percent Entities of the site or any association with its operators.

Wireless Features

Wireless Features.  The Service may offer certain features and services that are available to you via your wireless Device.  These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”).  Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device.  You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

Terms of Wireless Features.  You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties.  Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.


Dispute Resolution

Attempt to Resolve Disputes and Excluded Disputes.  If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of the Percent Entities’ actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set herein, then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it.  Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation herein. Your notice to us must be sent via email to: [email protected].  For a period of sixty (60) days from the date of receipt of notice from the other party, such Percent Entity and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or any of the Percent Entities to resolve the Dispute or Excluded Dispute on terms with respect to which you and any of the Percent Entities, in each of our sole discretion, are not comfortable.

Jurisdiction and Venue.  If we cannot resolve a Dispute or Excluded Dispute as set forth herein within sixty (60) days of receipt of the notice, then you hereby (a) irrevocably submit to the exclusive jurisdiction of the federal and state courts located in the State of New York for the purpose of any and all suits, actions and proceedings arising in whole or in part out of, related to, based upon or in connection with these Terms of Use or the subject matter hereof actions (whether sounding in contract, tort, statute or otherwise), (b) waive, and agree not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts should be dismissed on grounds of improper venue or forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other suit, action or proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) agrees not to commence or prosecute any such suit, action or proceeding other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such suit, action or proceeding to any court other than one of the above-named courts whether on the grounds of lack of personal jurisdiction, improper venue, inconvenient forum or otherwise.

Limited Time to File Claims.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE PERCENT ENTITIES, THEN YOU MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.  Commencing means, as applicable filing an action in state, Federal or provincial court.

Injunctive Relief.  The provisions of this Section will not apply to any legal action taken by the Percent Entities to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User Content and/or the Percent Entities’ intellectual property rights (including such the Percent Entities may claim that may be in dispute), the Percent Entities’ operations, and/or the Percent Entities’ products or services.

No Class Action Matters.  YOU AND THE Percent ENTITIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION.  Disputes will be resolved only on an individual basis and will not be joined or consolidated with any other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be resolved on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated.

Governing Law.  These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of Delaware, without regard to its conflicts of law provisions.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK.  THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, the Percent Entities, any of their parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, Sponsors, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “the Percent Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

  1. the Service (including the Content and the User Content);
  2. the functions, features, or any other elements on, or made accessible through, the Service;
  3. any products, services, investments, loans, transactions or instructions offered or referenced at or linked through the Service;
  4. security associated with the transmission of your User Content transmitted to the Percent Entities via the Service;
  5. whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
  6. whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
  7. whether any defects to, or errors on, the Service will be repaired or corrected;
  8. whether your access to the Service will be uninterrupted;
  9. whether the Service will be available at any particular time or location; and
  10. whether your use of the Service is lawful in any particular jurisdiction.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY THE PERCENT ENTITIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PERCENT ENTITIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

Further, we are not responsible for the conduct, whether online or offline, of any user of the Service.  You assume all risk when using the Service, including, but not limited to, all of the risks associated with any online or offline interactions with other users, including investing from a company you meet through the Service.  You agree to take all necessary precautions if you choose to contact, communicate and/or meet an individual through the Service. YOU UNDERSTAND THAT WE DO NOT CONDUCT BACKGROUND OR OTHER CRIMINAL BACKGROUND SCREENINGS ON OUR USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS.  WE RESERVE THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS, AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS. The featuring of businesses, companies and/or investors on the Service does not constitute endorsement by the Percent Entities or representation of the quality of any potential investment in such parties.  The Percent Entities do not endorse any user or company.

None of the information contained in the Site constitutes a recommendation, solicitation or offer by the Percent Entities to buy or sell any securities or other financial instruments or provide investment advice or service. The Percent Entities shall not be liable for any investment decisions made based upon Content or User Content.  Users agree that any reliance upon any Content, User Content or information distributed through, posted on or accessed from the Service is at your sole risk.  The Percent Entities are entitled to rely upon the information provided by its users. The Percent Entities cannot guarantee that companies/investments on the Service will use the proceeds of any raise in accordance with the stated purpose.  Users acknowledge and agree that the Percent Entities do not provide any representation, warranty or assurance that the offering on the Service are made in accordance with state and/or Federal securities law. The Percent Entities make no representation or warranties regarding the legality or compliance of any offering posted on the Service.

The securities offered on the Service 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 Service or provided through the Service constitutes a recommendation, solicitation or offer by the Percent Entities, their 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 Service has been prepared without reference to any particular user’s investment requirements or financial situation. The Service is 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 the Percent Entities are not authorized to provide such information or services.

LIMITATIONS OF OUR LIABILITY

TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE PERCENT ENTITIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

  1. the Service (including the Content and the User Content, including, without limitation, any borrowers, lenders or investors you meet based on listings or recommendations made on the Service);
  2. your use of or inability to use the Service, or the performance of the Service;
  3. any action taken in connection with an investigation by the Percent Parties or law enforcement authorities regarding your access to or use of the Service;
  4. any action taken in connection with copyright or other intellectual property owners or other rights owners;
  5. any errors or omissions in the Service’s technical operation; or
  6. any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if the Percent Entities were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you. EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PERCENT ENTITIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID THE Percent PARTIES TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.  FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.

You further understand and expressly agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived.  You acknowledge that Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”  The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.

Waiver of Injunctive or Other Equitable Relief

If you claim that you have incurred any loss, damages, or injuries in connection with your use of the service, then the losses, damages, and injuries will not be irreparable or sufficient to entitle you to an injunction or to other equitable relief of any kind.  This means that, in connection with your claim, you agree that you will not seek, and that you will not be permitted to obtain, any court or other action that may interfere with or prevent the development or exploitation of any website, application, content, user content, product, service, or intellectual property owned, licensed, used or controlled by the Percent Entities, (including your licensed user content) or a licensor of the Percent Entities.

Updates to Terms

These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use).  AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED.  ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.  Therefore, you should review the posted terms of use and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed.  In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.

General Provisions

  • The Percent Entities’ Consent or Approval.  As to any provision in these Terms or any Additional Terms that grant the Percent Entities a right of consent or approval or permits the Percent Entities to exercise a right in its “sole discretion,” the Percent Entities may exercise that right in its sole and absolute discretion.  No opt-in consent or approval may be deemed to have been granted by the Percent Entities without being in writing and signed by an officer of the Percent Entities.
  • Indemnity.  By using and/or accessing the Service, and by consenting to these Terms, you agree to defend (at the Percent Entities’ option), indemnify, and hold harmless the Percent Entities, their parent company, affiliates and subsidiaries, and each of their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners and suppliers, and successors and assigns from and against any and all liabilities, lawsuits, actions (civil, criminal, government or otherwise), claims, damages, losses, costs, investigations (such as by local, state and federal governmental agencies like the SEC), judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to: (i) any offering, investment opportunity, raise, direct raise, transaction, and Content posted or otherwise associated with you, your company or your account on the Service, (ii) your User Content; (iii) your use of the Service and your activities in connection with the Service; (iv) your breach or alleged breach of these Terms or any Additional Terms; (v) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (vi) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vii) any misrepresentation made by you; and (viii) the Percent Entities’ use of the information that you submit to us (including your User Content) (all of the foregoing, “Claims and Losses”).  The Percent Entities reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Percent Entities in asserting any available defenses. Notwithstanding the foregoing, the Percent Entities retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of the Percent Entities.
  • Operation of Service; Availability of Products and Services; International Issues.  The Service is operated inside of the United States, and is intended for users located in the United States.  The Percent Entities make no representation that the Service is appropriate or available for use beyond the United States. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.  We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.  You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
  • Publicity. You shall not, nor shall any of your affiliates or agents, without the express written consent of the Percent Entities, (a) name or show the Percent Entities as a client, business partner, or otherwise in any advertising or marketing materials or other text, audio, visual or electronic media for public distribution, or (b) issue any press releases announcing the execution of the transactions contemplated hereby or otherwise make any public statements regarding the transactions contemplated hereby, except for the issuance of a mutually agreed upon press release, on the terms and conditions as agreed to by the Percent Parties.
  • Holds. Funds that you transmit to us generally will be available for withdrawal within ten business days of our bank receiving the funds. Funds availability may be delayed for longer periods in certain circumstances up to 60 days, including without limitation withdrawal requests made close in time to deposits, withdrawal requests made in tandem with first-time deposits, our requesting confirmation of accredited investor status, and account review by our internal compliance team. If it is determined that fund availability will be delayed, an investor’s provision of proof of funds may allow for an expedited transfer of funds. We will inform you if a longer hold will be placed on your funds, or if an expedited transfer of funds will be possible.
  • Severability; Interpretation.  If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect).  To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation,”. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
  • Communications.  By using the Service, you consent to receive from the Percent Entities all communications including all documents, communications, notices, contracts, agreements, financial statements, proxy materials, legally required disclosures, tax forms, and other documents from other issuers of other third-parties in connection with the Service (collectively, “Contract Notices”) electronically and that the Percent Entities may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your account.. Generally, the majority of the documents electronically available will consist of account statements, confirmations, reports, and tax forms, such as IRS Forms 1099. Your consent to electronic delivery is intended to comply with IRS guidance on Electronic Delivery of Tax Forms, including Revenue Procedure 2017-39, and may be updated as additional IRS guidelines are released. All notices and communications to be given or otherwise submitted to the Percent Entities by you, shall be deemed sufficient if sent by electronic mail to [email protected] (with a copy to be sent concurrently via prepaid certified mail to 86 Chambers Street, #250, New York, NY 10007. The Percent Entities may provide the electronic Contract Notices by posting them on the Service. At any time, you may request a paper copy of any Contract Notices after they have been issued electronically. To request a paper copy please contact Percent by using the information provided above. The Percent Entities shall have a reasonable period to effect such a change and the Percent Entities may charge you a reasonable fee for sending such paper copies. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service. Any non-delivery of email to you will result in the Percent Entities sending Contract Notices to your last provided address. You agree to notify us of any changes in your address or contact details. Communications shall be deemed delivered to you when sent and not when received. 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 Service periodically for changes and modifications and agree not to contest the admissibility or enforceability the Service’s electronically stored copy of these Terms in any proceeding arising out of these Terms. 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.

 

  • Tax Forms. Certain tax forms, including Forms 1099, may be accessible electronically for limited period of time. The Company will email the Investor advising of the electronic method the Company will use to furnish the tax forms by January 31st of each year following the calendar year to which the tax form relates (or the first business day after January 31st, if January 31st falls on a Saturday, Sunday or legal holiday). The tax forms will be available through October 15th of each year following the calendar year to which the tax form relates (or through the first business day after October 15th if October 15th falls on a Saturday, Sunday or legal holiday). Corrected tax forms must be posted through the same time period or through the date ninety (90) days after the corrected forms are posted, whichever is later. Tax forms may be required to be printed and attached to the Investor’s federal, state, or local income tax returns
  • Investigations; Cooperation with Law Enforcement; Termination; Survival.  The Percent Entities reserve the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by the Percent Entities in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.  Any suspension or termination will not affect your obligations to the Percent Entities under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from the Percent Entities, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms (including the terms applicable to User Content), which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to the Percent Entities in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, and no class action.
  • Assignment.  The Percent Entities may assign their rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice.  These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of any of the Percent Entities.
  • No Waiver.  Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or the Percent Entities in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.  For avoidance of doubt, nothing herein shall be construed to restrict the Percent Entities’ right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.
  • Connectivity.  You will not be provided any copies of any software or a copy of the Site. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them

DWOLLA

In order to use the payment functionality of our Percent Portal, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize Percent Technologies to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the Percent Portal, and Dwolla account notifications will be sent by Percent Technologies, not Dwolla. Percent Technologies will provide customer support for your Dwolla account activity, and can be reached at https://mypercent.com , [email protected] and/or 646-876-5141.

Copyright © 2021 Percent Technologies, Inc.  All rights reserved.

 

The information on this website does not constitute an offer to sell securities or a solicitation of an offer to buy securities. Further, none of the information contained on this website is a recommendation to invest in any securities. By using this website, you accept our Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns or probability projections may not reflect actual future performance. All investments involve risk and may result in loss, including loss of principal. Percent does not render investment, financial, legal or accounting advice.