Private Securities Market LLC ("PSM", "we" or "us") operates this website and any related smartphone or mobile application (collectively, the "Platform") and makes available the services available at such Platform and all information, content, tools, features and functionality located thereon (collectively, the "Services"). By using the Platform or the Services, you agree to comply with and be bound by the following terms and conditions (this "Agreement"), which we may change at any time by posting notice on the Platform. PLEASE READ THIS AGREEMENT CAREFULLY AND CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE PLATFORM OR THE SERVICES. Each user of the Services may be subject to one or more separate written agreements with us or with each other (each, a "Service Agreement"). This Agreement applies only to use of the Platform and the Services and in no way affects the terms and conditions of any Service Agreement
1. Conditions on Using the Platform and the Services
The Platform and the Services provide only a neutral online venue which private issuers (collectively, “Issuers”) of equity or debt securities (“Securities”) on the Platform and prospective investors who have been qualified as “accredited investors” under Rule 501 of the Securities Act of 1933, as amended by PSM (“Prospective Investors”) can use to find and exchange information in connection with potential investment opportunities involving such Securities and, if they choose, to arrange transactions with one another. PSM is not a registered broker-dealer and does not offer investment advice or advise on the raising of capital through securities offerings, nor is PSM an investment manager. We do not recommend or otherwise suggest that any Prospective Investor participate in any particular investment opportunity, or that any Issuer offer Securities to any particular Prospective Investor. PSM takes no part in the negotiation or consummation of transactions for the purchase or sale of Securities, and at no time do we have possession of funds or Securities. No transactions are executed or negotiated on or through the Platform. Solicitations communicated using the Platform are by Issuers, not by PSM.
- Securities offered by Issuers through the Services may only be acquired by accredited investors who are familiar with and willing to accept the high risks associated with private investments;
- Securities sold through private placements are not publicly traded and, therefore, are illiquid;
- Securities may be subject to holding period requirements;
- Offerings listed on the Platform are not FDIC insured or guaranteed by any government, by any bank, or otherwise in any way, and your investment therein may lose value (up to the entire value of your investment);
- Any Securities being offered through the Services have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance, among other exemptions, on the exemptive provisions of Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act;
- Each buyer and seller in an Offering is solely responsible for making his, her or its own legal determination about the availability of an exemption from applicable securities laws. No assurance can be given that any Offering of Securities associated with an Offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect.
The Platform and Services are the property of PSM. Except as expressly provided below in the case of User Data (as defined below), all the data, information, text, images (including video), designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on or made available through the Platform, and any of the foregoing sent to you by e-mail or other means (collectively, the "Site Content") are proprietary to PSM or to third parties.
PSM authorizes you to use the Services and access, view, use, download and print the Site Content subject to the following conditions:
- you may use the Services, and download, access and print the Site Content, only in reasonable limited quantities for your personal, non-commercial use;
- you may not modify the Site Content; and
- you may not remove any copyright, trademark or other proprietary notices that have been placed in the Site Content. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Services, the Site Content, or any portion of the Site Content, is strictly prohibited without the prior written permission of PSM.
All software used on the Platform is proprietary to us or to third parties, and except as may be required to exercise the foregoing license grant, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or reduction of such software to human-readable form is prohibited.
The marks PSM, PSM Clean Energy, and the PSM logo are registered or unregistered trademarks of PSM, and may not be used in connection with any service or products other than those provided by PSM, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits PSM. Any use of such marks, or any others displayed on the Platform, will inure solely to the benefit of their respective owners.
You agree, and represent and warrant, that your use of the Services, the Platform and the Site Content, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Services, the Platform, the Site Content or your use of them, and you will be solely responsible for your own individual violations of any of them.
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time:
- terminate your access to our Services,
- deactivate or delete any of your accounts and all related information and files in such accounts and
- bar your access to any of such files or Services.
2. Your Data
You are solely responsible for all data that you upload or transmit with us through the Platform or the Services (collectively, the "User Data"). Do not transmit User Data you do not have permission to send to PSM. You are responsible for creating backup copies of any User Data. By providing us with User Data you:
- Authorize us to make copies as we deem necessary in order to provide the Services;
- Give us, and you promise that you have the right to give us, an irrevocable, perpetual, non-exclusive, transferable, fully paid worldwide license to use your User Data for the purpose of delivering the Services;
- If you are an Issuer, give us (i) an irrevocable, perpetual (except upon termination of your use of the Services), non-exclusive, transferable, fully paid worldwide license to publish, distribute, publicly display and perform your User Data regarding your listed Offerings and to create derivative works based upon such User Data and (ii) an irrevocable, perpetual, non-exclusive, transferable, fully paid worldwide license to continue after the termination of your use of the Services to use data derived from your User Content, including from any User Content pertaining to Offerings that have been consummated, for, among other things, analytics, research, and promotion and advertisement of the Platform and Services;
- Represent and warrant that you own all proprietary rights in your User Data or, with respect to any User Data you do not own, you have the full authority and right to transmit the User Data and to grant the licenses granted hereunder, and that the exercise by PSM of the license rights granted by you shall not infringe any third party intellectual property rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous or obscene, nor violate any other right, privilege or interest of any third party.
PSM is under no obligation to edit or control User Data that you transmit, and will not be in any way responsible or liable for User Data or your use of it. Subject to the rights granted to us in this Agreement, you own all of your User Data and any intellectual property rights associated with your User Data.
PSM reserves the right, in its sole discretion:
- to refuse to list any Offering, Issuer, Prospective Investor or other user;
- to screen any Offering to ensure suitability to the Services; and
- to delete any Offering from the Services or edit any falsehoods, inconsistencies, offensive material or any material that infringes third party rights or that is otherwise in breach of this Agreement.
You acknowledge that PSM has no obligation to do any of these things.
Even after you remove information from your profile or delete your account, we may retain certain information to prevent identity theft and other misconduct even if deletion has been requested. Removed and deleted information may persist in backup copies indefinitely, but will not be available to others.
3. Platform Policies
In connection with your use of the Platform and Services, you agree that you shall comply with any written policies and procedures for the Platform and Services published by PSM on the Platform, which are hereby incorporated into this Agreement.
Issuers: Subject to PSM’s acceptance for listing of any Offering based on generally applicable criteria established in our sole discretion, you are entitled to list an Offering only if you are the issuer of the Securities associated therewith, and you have the right to offer such Securities without violation of the issuer’s certificate of incorporation, bylaws or similar governing documents, or of any right of first refusal, preemptive, or other contractual right. We may establish limits on the maximum time that Offering listings may remain on the Service, and we shall have no liability or responsibility for the deletion or failure to store any Offering listing. By listing an Offering, you represent and warrant to PSM that:
- you will provide accurate, current and complete information concerning yourself, persons associated with the issuer, the Offering, and any project or activity relating to the Offering, and such information will not contain any untrue statement of a material fact or omit to state any material fact;
- your use of the Service will comply with all applicable laws and regulations, including without limitation any applicable state and federal securities laws, and will not violate any contract by which you are bound or any third party rights;
- (i) Federal law requires that a company issuing Securities independently verify Prospective Investors’ status as an accredited investor before accepting subscription, (ii) we do not verify any representations made by Prospective Investors, nor are we obligated to or responsible for such verification, which verification shall be the sole responsibility of the Issuer, (iii) all Issuers agree that it is up to them to determine whether a Prospective Investor is an accredited investor in the event you decide to enter into a transaction with such Prospective Investor, and (iv) the fact that a Prospective Investor must certify to PSM that it is an accredited investor as a condition to accessing the Services shall not be relied upon by any Issuer to meet its obligations for an offering of Securities under Rule 506(c) of the Securities Act;
- neither you nor any Covered Person (as defined below) is subject to any “bad actor” disqualifying event described in Rule 506(d)(1)(i-viii) of the Securities Act (a “Disqualification Event”), except for a Disqualification Event as to which Rule 506(d)(2)(i-iv) or (d)(3) is applicable; that you and any Covered Persons have complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act; and you will provide accurate, current and complete certifications regarding the foregoing in any form, and at any time, and from time to time, as requested by PSM. “Covered Person” means, with respect to any Issuer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1);
- you acknowledge and agree that PSM is not registered with the U.S. Securities and Exchange Commission or any state securities regulator as a broker-dealer or investment adviser; and
- you acknowledge and agree that, in connection with the offer and sale of securities listed on the platform, PSM shall not act as your agent and shall not be deemed to have any duty to, solicit, negotiate, or close any investment.
Prospective Investors: You may make an inquiry regarding your possible participation in an Offering only if you meet any applicable qualifications specified on the Services by us or the Issuer in connection with such Offering. By using the Services to contact any Issuer in regard to your possible participation in an Offering, you represent and warrant to PSM that:
- you are an accredited investor;
- you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks associated with participation in an Offering and shall consummate any transaction in Securities associated with an Offering with a full understanding of all of the terms, conditions and risks, and willingly assume those terms, conditions and risks;
- the decision to consummate any transaction in Securities in connection with an Offering shall be yours alone and shall be based solely on your own independent review and consultation with such investment, legal, tax, accounting and other professional advisers as you may deem appropriate;
- you acknowledge and agree that any review by PSM of the identity and background of Issuers to confirm eligibility for the Services or listing on the Platform is solely for PSM’s own risk management or compliance purposes and shall not be deemed to be a confirmation of any representations or warranties by such Issuers or a conclusion, decision, determination, representation, warranty, or recommendation, or other advice that the related investment is suitable for any you or any other Prospective Investors.
- you acknowledge and agree that PSM is not registered with the U.S. Securities and Exchange Commission or any state securities regulator as a broker-dealer or investment adviser;
- you acknowledge and agree that, in connection with the purchase of securities listed on the platform, PSM shall not act as your agent and shall not be deemed to have any duty to, solicit, negotiate, or close any investment; and
- you shall not use your membership to identify or enter into any investment on behalf of any person other than you except to the extent you have fully disclosed the identity of and your relationship with such other to PSM and any relevant Issuer.
PSM or Issuers may offer through the Services standard forms of agreement (including non-disclosure agreements) that may be digitally signed by the parties thereto as part of the transaction process. PSM is not acting as legal counsel to any party and use of any form of agreement, whether made available through the Services or otherwise, does not constitute the provision of legal advice by PSM.
Transactions involving the purchase and sale of Securities in connection with Offerings listed on the Services require the buyer and seller of such Securities to enter into definitive transaction agreements (including stock or note purchase agreements, voting agreements, shareholders’ agreements and stock restriction agreements) and an escrow agreement with a third party provider for escrow of the buyer’s funds and evidence of the seller’s ownership of Securities. PSM is not responsible for any user’s review or negotiation of any such definitive transaction documents.
4. Services Restrictions
You shall not:
- Infringe the rights of any person or entity, including without limitation by offering to list an Offering or to sell Securities in connection therewith, in each case without all necessary rights to do so;
- Submit, post, upload to, distribute or otherwise use, any User Data (i) in violation of, or in connection with any violation of, any local, state, national or international laws; (ii) that is libelous, defamatory, threatening, abusive, scandalous, obscene, pornographic or intended to defraud PSM or any third party; (iii) that, in the sole discretion of PSM, constitutes "spam"; (iv) that infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party; (v) that contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury, loss or damage to the material's readers or others; or (vi) that contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
- Impersonate any person or entity, or forge or manipulate headers to disguise the origin of any User Data;
- Harvest or otherwise collect any data, information or Site Content from the Platform, including by using manual or automated software, devices, or other processes to "crawl", "scrape" or "spider" any page of the Platform or Services to copy, obtain, propagate, distribute or misappropriate any User Data or Site Content;
- Transmit charity requests; petitions for signatures; franchises, distributorships, sales representative agency agreements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; any solicitation of other users to use goods or services except; or letters referring to pyramid schemes; or
- Engage in any other conduct that interferes with the Platform, Site Content, or Services or that restricts or inhibits any other person from using or enjoying the same, or which, in PSM's sole judgment, exposes PSM or any of its officers, directors, employees or agents to any liability or detriment of any type.
You must be at least 18 years of age to use the Services. You affirm that you are at least 18 years of age and are fully able and competent to enter into, abide by and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.
6. Links To Third Party Platforms
The Platform may contain links to third-party websites. Any linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link shall not be deemed to constitute endorsement of, sponsorship of, or affiliation with the linked site or any information available on the linked site by PSM. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
7. Ideas Submitted to PSM
In the event that you submit ideas or suggestions for the Platform, Site Content or Services ("Services Comments"), the Services Comments will be deemed, and will remain, the sole property of PSM. None of the Services Comments will be subject to any obligation of confidence on the part of PSM, and PSM will not be liable for any use or disclosure of any Services Comments. Without limiting the foregoing, PSM will be entitled to unrestricted use and other exploitation of the Services Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Services Comments.
You use the Services, the Site Content and the Platform at our own risk, and you acknowledge that you are responsible for verifying and confirming the quality, performance, accuracy and reliability of the Site Content and Services and of any data obtained by you from the Site Content or Services.
The Services, Platform and Site Content are provided on "AS IS" and “AS AVAILABLE” basis, and PSM EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING (a) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (b) THAT THE SERVICES, PLATFORM AND THE SITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; (c) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICES, PLATFORM OR THE SITE CONTENT; AND (d) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES, PLATFORM OR THE SITE CONTENT.
PSM is not rendering legal, accounting, tax, investment or any other kind of advice to any person. PSM makes no representation or warranty about the suitability of any form of agreement for any particular person or purpose. Accordingly, PSM shall not be liable for any claim arising in connection with any person’s use of the Services or of any form of agreement available on the Platform.
Securities trading is inherently risky and you agree to assume complete and full responsibility for the outcomes of all trading decisions that you make, including but not limited to a complete loss of capital.
PSM is not registered as an investment adviser with the U.S. Securities and Exchange Commission, any state regulator or any other regulatory body. Nothing contained on the Services may be construed as investment advice, and use of the Services constitutes explicit agreement that any use of the Services is qualified by your understanding and acceptance of the foregoing disclaimer. Information about Offerings presented on the Services is provided by third party sources, including user submitted comments and documents. PSM makes no effort to verify the accuracy of any information and does not warrant the truthfulness or completeness of any company information viewable on the Services. We express no opinion as to the suitability of any transaction for any person contemplating a transaction in connection with an Offering. Any person contemplating such a transaction must make his, her or its own independent investigation of the suitability of such transaction based on the facts and circumstances, including such person’s financial situation, and we strongly recommend consultation with legal, financial and other appropriate professional advisors prior to initiating such a transaction. PSM neither holds nor gives any opinion about the value of any company or that company’s securities.
The Platform contains information submitted by its users. PSM accepts no responsibility for the content or accuracy of such information, nor does PSM make any representations in respect of the existence or availability of any Securities described on the Platform. Information shared between and among users of the Platform or Services does not constitute any advice from or endorsement by PSM and PSM expressly disclaims any liability whatsoever to any person resulting from use of information provided by users of the Platform or Services.
No advice or information, whether oral or written, obtained by you from PSM, or through the Services, the Platform or Site Content will create any warranty not expressly stated herein.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM PSM ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE USE OF THE SERVICES, PLATFORM OR SITE CONTENT; HARM OR DAMAGE TO YOUR PERSON OR PROPERTY AS A RESULT OF USING THE SERVICES; YOUR OR ANYONE ELSE’S CONDUCT OR ACTS IN CONNECTION WITH THE USE OF THE SERVICES; OR ANY ACTUAL OR ATTEMPTED COMMUNICATION OR TRANSACTION BETWEEN USERS, IN EACH CASE, EVEN IF PSM HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING SENTENCE IS NOT ENFORCEABLE, PSM’S MAXIMUM AGGREGATE LIABILITY TO YOU WITH RESPECT TO ANY DAMAGES ARISING IN CONNECTION WITH USE OF THE SERVICES, PLATFORM OR SITE CONTENT SHALL BE THE GREATER OF (A) THE AMOUNT OF ANY FEES YOU HAVE ACTUALLY PAID TO PSM FOR THE SERVICES WITHIN THE PAST ONE-YEAR or (B) $100, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE FOREGOING REMEDIES AND LIMITATIONS SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, ANY SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
10. Release; Indemnification
BBY USING THE PLATFORM OR SERVICES, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER USERS WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR USER OR USERS WHO CAUSED YOU HARM. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE PLATFORM OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY POTENTIAL OR CONSUMMATED TRANSACTION IN CONNECTION WITH AN OFFERING), AND IN CONSIDERATION OF OUR PROVISION OF THE SERVICES, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE PSM AND EACH OF ITS AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE PLATFORM OR SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
YOU AGREE TO INDEMNIFY AND HOLD PSM (AND EACH OF OUR OFFICERS, DIRECTORS, AND EMPLOYEES) HARMLESS FROM ANY THIRD-PARTY CLAIM, DEMAND, ACTION, DAMAGE, LOSS, COST OR EXPENSE, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES OR ALLEGING FACTS OR CIRCUMSTANCES THAT, IF TRUE, COULD CONSTITUTE YOUR BREACH OF ANY OF THESE TERMS. WE WILL CONTROL ANY SUCH DEFENSE AND RELATED SETTLEMENT AND YOU AGREE TO REASONABLY ASSIST US THEREWITH AT YOUR EXPENSE.
12. Applicable Law and Jurisdiction; Compliance
The Platform and Services are operated by PSM from the United States, and PSM does not represent or warrant that use of the Platform or Services is lawful in other jurisdictions. All matters arising from or relating to this Agreement, the Platform or to the use and operation of the Services shall be governed by the substantive laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws principles. Without derogation of the obligation to arbitrate set forth in Section 13 below, you and we agree to submit to the personal jurisdiction of the state and federal courts located in Boston, Massachusetts. The Uniform Computer Information Transactions Act shall not apply to this Agreement. If you gain access to the Services from locations outside the United States, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Services or Site Content in violation of U.S. export laws or regulations.
13. Arbitration and Dispute Resolution.
All disputes arising out of or relating to this Agreement, the Platform or the Services shall be resolved exclusively by binding arbitration before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect (for information on the AAA and its rules, see www.adr.org.) and the further procedures set forth herein, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. The arbitration shall be conducted in Boston, Massachusetts, unless the Arbitrator shall determine that that venue is not reasonably convenient to all parties, in which case the Arbitrator shall determine another venue that is. In the event that the AAA is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq. Notwithstanding any rules of the AAA to the contrary, any claims shall be adjudicated on an individual basis only, and YOU WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to this Agreement, unless the Arbitrator shall determine otherwise, each party shall bear its own costs and expenses. Notwithstanding the foregoing, you may at your option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. PSM does not hereby waive any defense that such jurisdiction may be lacking in your state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement, the Platform or the Services shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting Boston, Massachusetts except that, following confirmation of an arbitration award in a state or federal court in Boston, Massachusetts, a judgment arising therefrom may be executed in any court of competent jurisdiction.
This version of this Agreement became effective on the Effective Date of Terms shown below, as revised from time to time, and amends, restates and replaces any version effective prior to such date. We reserve the right, in our sole discretion, to modify this Agreement, in whole or in part, at any time, with or without your consent. Notification of any amendment will be posted on the Platform and will be effective immediately. You are under an obligation to review the current version of this Agreement and other PSM policies before using the Platform or the Services. Your use of the Platform or the Services following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.
15. Miscellaneous Provisions
No delay or omission by PSM in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by PSM of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained.
As used in this Agreement, "including" means "including but not limited to." If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.
Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and PSM regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.
You shall not assign or transfer this Agreement or any right or obligation hereunder to any third party.
You agree that PSM may send communications to you via the mailing address, email address or facsimile number that you have provided to PSM. You agree to notify PSM of any changes in your contact information. PSM may require that you use an electronic signature to sign certain documents and you agree to transact business electronically and that your use of electronic signatures to sign such documents will bind 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. You acknowledge and affirm that you have the ability to access and retain a record of any such documents.
15. Digital Millennium Copyright Act
PSM complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Platform you may contact our Designated Agent at the following address:
Private Securities Market LLC c/o DMCA Agent, 1 Broadway, Cambridge, MA 02142, Email: Email: email@example.com
Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of the material that you claim is infringing and where it is located on the Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If material that you have posted to the Platform has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following:
- a physical or electronic signature of the subscriber;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which PSM may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
Effective Date of Terms: February 1, 2016.