THE FOLLOWING IS A LEGALLY BINDING CONTRACT AND SHOULD BE READ CAREFULLY AND COMPLETELY.
By accessing or using our web site at https://vicinitycapital.com/, or any subdomain thereof (the “Website”), you signify that you have read, understand and agree to be bound by these Terms and Conditions of Service (the “Terms and Conditions”). In addition to these Terms and Conditions, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. As used herein, “Users” means anyone who accesses or uses the Website, regardless of whether such person is a registered member of the Website. These Terms and Conditions apply to use of the Website, mobile applications, or other interfaces.
Modification to Terms and Conditions
Vicinity reserves the right to modify these Terms and Conditions at any time, at our sole discretion. All changes to these Terms and Conditions will become effective immediately upon the posting thereof. Please review these Terms and Conditions often to keep yourself apprised of any changes. Your continued use of the Website following the posting of changes will constitute your acceptance of the revised Terms and Conditions.
Registered investors must be U.S. residents who are 18 years of age or older or entities domiciled in the U.S. Children under the age of 18 are not eligible to invest on the Website.
Registration Data; Account Security
In consideration of your use of the Website, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website (“Registration Data”), (b) maintain the security of your password and identification, (c) maintain and promptly update your Registration Data and any other information you provide to us ad to keep it accurate, current and complete, and (d) be fully responsible for all use of your account and for any actions that take place using your account.
Proprietary Rights: Copyrights
All software, design, text, information, data, databases, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, or other copyrightable elements (collectively, “Content”), other than User Content (as defined below), are the property of Vicinity and/or its subsidiaries, affiliates, assigns, licensors, vendors, partners or other respective owners and are protected, without limitation, pursuant to U.S. and foreign copyright laws. No Content (other than your own User Content) may be reproduced, modified, used to create derivative works, displayed, performed, published, distributed, disseminated, broadcast or circulated to any third party without our express prior written consent.
User Conduct on the Website
While using the Website, you may not:
- restrict or inhibit any other user from using and enjoying the Website; or
- post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; or
- post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication or engage in spamming or flooding; or
- post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component; or
- post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Website for commercial purposes; or
- upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Website which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or rights holder;
- upload, post, publish, reproduce, transmit or distribute in any way any component of the Website itself or derivative works with respect thereto, as the Website is copyrighted as a collective work under U.S. copyright laws.
- violate any applicable law, regulation, or contract;
- collect or resell data containing other Users’ profile or personal information or any other information on the Website;
- misrepresent yourself in any way;
- make any false, misleading, or inaccurate statements or omit any information necessary for any statement not to be false, misleading or inaccurate;
- take any action that imposes or may impose (as determined by Vicinity in its sole discretion) an unreasonable or disproportionately large load on Vicinity’ or its third-party providers’ infrastructure;
- commit any actions considered to be unethical;
- use Vicinity’ communication channels to solicit members to quit using the Website
- use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; or
- impersonate any person or entity, including any employee or representative of Vicinity.
“Vicinity,” “Vicinity LLC”, “Vicinity Holdings”, “VicinityCapital.com” and all related logos (collectively, “Vicinity Trademarks”) constitute our trademarks or service marks. Other company, product, and service names and logos used and displayed on this Website may be trademarks or service marks owned by us or others. You may not use, copy, display, distribute, modify or reproduce any of the trademarks found on the Website unless in accordance with written authorization by us. The use of any of the Vicinity Trademarks as part of a link to or from any site is prohibited unless we provide advance written approval. Any questions concerning any Vicinity Trademarks, or whether any mark or logo is a Vicinity Trademark, should be referred to us.
User Content Agreement
You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you on the Website will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful material. You further agree not to collect email addresses or other contact information of Users from the Website by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Website or for any other purpose. You further agree that you may not use the Website in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Website. In addition, you agree not to use the Website to:
- upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
- register for more than one User account or register for a User account on behalf of an individual other than yourself;
- impersonate any person or entity, or falsely state or otherwise misrepresent your identity, your age or your affiliation with any person or entity;
- upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters” or any other form of solicitation;
- upload, post, transmit, share, store or otherwise make publicly available on the Website any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers or credit card numbers;
- upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- intimidate or harass another User;
- upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- use or attempt to use another’s account, service or system without our authorization; or
- upload, post, transmit, share, store or otherwise make available content that, in our judgment, is objectionable or restricts or inhibits any other person from using or enjoying the Website, or which may expose us or any User to any harm or liability of any type.
User Content Posted on Website
You are solely responsible for the content that you post on the Website or transmit to or share with other Users (“User Content”). You understand and agree that we may, but are not obligated to, review and delete or remove (without notice) any User Content in our sole discretion, including without limitation, User Content that in our judgment violates these Terms and Conditions, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting User Content to any part of the Website, you are deemed to grant to us, and you represent and warrant that you have the right to grant, an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Website at any time. However, if you choose to remove your User Content, the license granted above will not expire.
Links to Third Party Websites
This Website may contain links to web sites controlled, owned or operated by third parties (“third- party sites”). We cannot control and have no responsibility for the accuracy or availability of information provided on the third-party sites. You acknowledge that use of any third-party sites is governed by the Terms and Conditions for those websites, and not by these Terms and Conditions. Links to third-party sites do not constitute our endorsement or recommendation of such sites or the content, products, advertising or other materials presented on such sites, but are only for your convenience, and you access them at your own risk. Such third-party sites may have privacy policies that differ from ours in important respects, and the third-party sites may provide less security than this Website. We are not responsible for the content of any third-party sites, nor do we make any representation or warranty, express or implied, regarding the content on any third- party site, and we shall have no liability of any nature whatsoever for any failure of products or services offered or advertised on such sites or otherwise.
Consent to Electronic Delivery
When you create an account with the Website, you are providing consent for Vicinity to provide required disclosures to you electronically. This consent for electronic delivery applies to all required disclosures regarding the investment account you have with us, and is effective until withdrawn by you. Agreeing to accept disclosures electronically means that once we present them to you, and, if required, you accept them, they will apply to you and your investment accounts with us. It also means that we may not mail you copies of disclosures that are provided electronically. Accordingly, you should print or otherwise retain a copy for your records of this disclosure and all other disclosures you receive electronically.
In order to open and maintain an account with the Platform, you must consent to electronic delivery of all disclosures. If you do not want to consent to electronic delivery of documents, you will not be able to open or maintain an account with us.
We may, at our discretion, make electronic disclosures available to you via our website or by e-mail, and may choose to send paper copies of disclosures to you even though we made or could have made them available to you electronically.
You may withdraw your consent to electronic delivery, but doing so will not affect the legal effectiveness, validity, or enforceability of the electronic documents that were provided to you before your withdrawal became effective. If you withdraw consent for electronic delivery, your withdrawal may take up to ten (10) days for us to process and we will close your account with Vicinity.
You can request that we send you a paper copy of any disclosure that was originally provided electronically (we may charge you a fee for providing some documents and we will send these to documents to you using the United States Postal Service), withdraw your consent to receive future documents electronically, or provide us with updated information about how we can contact you electronically by writing to us or by using a method that may be made available to you on this website. If your e-mail address changes, you must provide us with the new address before the change either by writing to us or by using a method that may be made available to you on this website.
You may address any inquiries or questions to us, by sending us an e-mail at firstname.lastname@example.org.
In order to receive electronic disclosures, you will need a working connection to the Internet. Your browser must support the Secure Sockets Layer (SSL) protocol. SSL provides a secure channel to send and receive data over the Internet through HS encryption capabilities. Microsoft Internet Explorer® version 7 or higher and Mozilla Firefox® version 3 or higher support this feature. You will also need either a printer connected to your computer to print documents or sufficient hard drive space available to save the information.
We may change this disclosure by posting the revised version on our website. By creating an account with us, you are confirming that you consent to electronic delivery of disclosures, that your system meets the requirements described above, that you are able to access disclosures presented on our website or via e-mail, and that you can either print or electronically store these disclosures.
Use of Personally Identifiable Information
Federal securities law requires securities offered or sold in the United States to be registered with the U.S. Securities and Exchange Commission (“SEC”), unless the offer or sale qualifies for an exemption. Vicinity only hosts Regulation Crowdfunding offerings.
Regulation Crowdfunding – Title III of the JOBS Act added Securities Act Section 4(a)(6) that provides an exemption from registration for certain crowdfunding transactions. In 2015, the Commission adopted Regulation Crowdfunding to implement the requirements of Title III. A company issuing securities in reliance on Regulation Crowdfunding (an “issuer”) is permitted to raise a maximum aggregate amount of $1,070,000 in a 12-month period.
Criteria for companies to list on Vicinity:
- Company is currently operating in the US and has intention to raise capital for their business from the crowd;
- Company passes our due-diligence process before launching on Vicinity;
- Company meets any additional requirements as identified by the SEC.
All Bad Actors will be rejected. All companies that meet these criteria are able to conduct an offering on Vicinity.
No Disqualifying Events
Each Issuer warrants and represents that none of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Issuer participating in the Offering, any investment managers and their principals, any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act) connected with the Issuer in any capacity at the time of sale nor any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, an “Issuer Covered Person” and collectively, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifying events described in Rule 262 under the Securities Act (a “Disqualifying Event”). Each Issuer warrants and represents that it has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualifying Event and will promptly notify subscribed investors in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Issuer’s notice despite its reasonable efforts to discover and immediately consult their legal counsel.
Disclaimer of Warranties
WE DO NOT GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE CONTENT, AND WE DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT.
THIS WEBSITE AND ALL OF THE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OR TITLE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE OUTCOME OF YOUR USE OF THE CONTENT. WE DO NOT WARRANT THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DOES NOT AFFECT THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
WE MAY DISCONTINUE OR MAKE CHANGES IN THE CONTENT AND WEBSITE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND WE DO NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. WE RESERVE THE RIGHT TO TERMINATE ANY OR ALL WEBSITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO YOU. THIS WEBSITE COULD CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. USE OF THIS WEBSITE IS AT YOUR OWN RISK.
Limitations of Liability
Disclaimer and Limitation of Liability
In no event will Vicinity be liable: (i) to you for any incidental, consequential, or indirect damages arising out of the use or inability to use the Website, even if the Website or its agents or representatives know or have been advised of the possibility of such damages, except for instances in which Vicinity becomes aware of fraud and fails to take prompt and reasonable action to attempt to discontinue such fraud, or (ii) to any person other than you. In addition, the Website disclaims all liability, regardless of the form of action, for the acts or omissions of other members or users (including, but not limited to, unauthorized users, or “hackers”) of the Website.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE VICINITY WEBSITE (THE “SITE”) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, VICINITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE AND ANY PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VICINITY MAKES NO WARRANTY THAT:
- THE WEBSITE WILL MEET YOUR REQUIREMENTS;
- THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE OF VIRUSES, ERRORS, WORMS, DATE BOMBS, TIME BOMBS or OTHER HARMFUL COMPONENTS;
- THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE;
- THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION or OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS;
- ANY ERRORS ON THE WEBSITE WILL BE CORRECTED; AND
- THE DATA AND MATERIALS PRESENTED OR DISPLAYED ON THE WEBSITE ARE CORRECT, ACCURATE OR RELIABLE. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.
YOU AGREE THAT VICINITY OR ANY THIRD PARTY ENGAGED IN PROVIDING SERVICES TO YOU ON OR THROUGH THE WEBSITE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES CAUSED BY THEFT, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE OR OTHER OCCURRENCES BEYOND THE CONTROL OF VICINITY OR SUCH THIRD PARTIES.
NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, WHETHER OBTAINED BY YOU FROM VICINITY, FROM A VICINITY EMPLOYEE OR AGENT OR THROUGH OR FROM THE WEBSITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. VICINITY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL or EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VICINITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
- THE USE OF OR THE INABILITY TO USE THE WEBSITE;
- THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED or MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH or FROM THE WEBSITE;
- ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS or DATA DUE TO YOUR CONDUCT, INACTION or NEGLIGENCE;
- STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR
- ANY OTHER MATTER RELATING TO THE WEBSITE
Governing Law: Venue
These Terms and Conditions and all matters or issues collateral thereto will be governed by, construed and enforced in accordance with the laws of the state of South Carolina without regard to conflict-of-laws principles, and jurisdiction for any court action will be in Greenville County, South Carolina. Any controversy or claim arising out of or relating to these Terms and Conditions shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Greenville County, South Carolina, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
1.This agreement contains a pre-dispute arbitration clause. In the event of a dispute between the parties, such dispute shall be settled by arbitrators before arbitrators sitting in Greenville, South Carolina. By acknowledging this Agreement, Investor and Vicinity Agree as follows:
a. All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
b. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
d. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
e. The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
g. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
2. Investor and Vicinity agree that any controversy, dispute, claim, or grievance between Vicinity, any Vicinity affiliate or any of their members, officers, directors, employees, associates, or agents, on the one hand, and Investor or, if applicable, Investor’s members, shareholders, officers, directors employees, associates, agents or sub-advisors on the other hand, arising out of, or relating to, this Agreement, or any account(s) established hereunder by Investor; any transactions therein; any other agreement between Vicinity and Investor; or any breach of such transactions or agreements, shall be resolved by arbitration in accordance with the rules then prevailing of FINRA Dispute Resolution. Neither Vicinity nor Investor shall object to the jurisdiction of FINRA arbitration on the grounds that Advisor is not registered with FINRA or that not all products traded in the relevant account(s) (if applicable) are under the jurisdiction of the particular forum or organization.
3. No condition of this Section shall be read to (a) limit or contradict the rules of any self-regulatory organization; (b) limit the ability of a party to file any claim in arbitration; (c) limit the ability of a party to file any claim in court permitted to be filed in court under the rules of the forums in which a claim may be filed under this agreement; or (d) limit the ability of arbitrators to make any award.
4. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
a. the class certification is denied; or
b. the class is decertified; or
c. the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.
You agree to indemnify and hold Vicinity LLC, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content you post or share on or through the Website, your use of the Website, your conduct in connection with the Website or with other Users of the Website, or any violation of these Terms and Conditions or of any law or the rights of any third party.
This Website is not intended for use by any person or entity in any jurisdiction or country where such use or distribution would be contrary to applicable law or regulation. By offering this Website and Content, we make no distribution or solicitation to any person to use the Website or Content in jurisdictions where the provision of the Website and/or content is prohibited by law.
These Terms and Conditions shall be subject to any other agreements you have entered into with Vicinity.
If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of these Terms and Conditions shall remain in full force and effect. These Terms and Conditions supersede any previous Terms and Conditions to which you and we may have been bound. These Terms and Conditions will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall be deemed to modify any provision of these Terms and Conditions. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.