Last updated on May 1, 2023
Table of Contents
1) Updates to Terms of Service
3) Registration & Account Security
5) Non-Disclosure & Confidentiality
7) Trademarks/service marks, logos, slogans and taglines
8) Registered User or Client Disputes
10) Visitor/Registered User/Client Suggestions
11) Links to other sites
12) Payment Functionality
13) Notifications and Communications
14) Reports and Complaints
15) Disclaimer of Warranty
16) Limitation of Liability
17) Exclusive Remedy
19) Governing Law and Jurisdiction
Avestor provides platform capabilities to fund managers to manage their own investment funds using Avestor's infrastructure. Registered Users are eligible to become a Client of another fund on Avestor's platform. Qualifications for being accepted as a Client for those funds are determined by the Sponsors of those funds and Avestor does not participate in that decision making process. Clients may be requested to upload proof of accreditation as determined by the Sponsors.
In addition, Registered Users are eligible to become a Client of Avestor Ariel LP fund if you qualify as an Accredited Investor. An Accredited Investor is an Investor who has indicated, and we have made efforts to confirm, he or she has a net worth (individually or jointly) of at least $1,000,000 excluding the value of his or her primary residence or has individual income of at least $200,000 or has joint income of at least $300,000 for the past two years and reasonably expects to reach the same income level this year. In addition, you will be asked to provide identify verification information (e.g. driver’s license, government ID, etc) during the process to set up a client account.
For tax purposes, each Client will also be required to provide their social security number or tax ID number in order to meet Internal Revenue Service requirements.
You will be required to register with us in order to access and use certain features of the Service. In consideration of your use of the Service, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, 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. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account.
You agree to (i) immediately notify us of any unauthorized use of your password or account or any other breach of security and (ii) ensure that you exit from your account at the end of each session when accessing the Service. You agree not to hold Avestor liable for any loss or damage arising from your failure to comply with this Section.
The Site contains a wide variety of Content that is (1) proprietary to Avestor and its affiliates, or (2) proprietary to third parties. “Content” includes, but is not limited to text, data, files, documents, software, scripts, layout, design, function and “look and feel,” graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials that you may view, access or download (but only as expressly permitted in paragraph C below) through the Site.
You acknowledge and agree that all Content, whether publicly posted or privately transmitted, as well as all derivative works thereof, are owned by Avestor or other parties that have licensed their material to Avestor, and are protected by copyright, trademark, and other intellectual property laws. Except as specifically permitted herein, Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior consent of Avestor or such third-party that owns the Content. All rights not expressly granted herein by Avestor and/or its licensors to you are reserved by Avestor and/or its licensors.
Your use of the Services is at your sole risk and Content is provided to you on an AS IS and AS AVAILABLE basis. You understand that we do not guarantee the accuracy, safety, integrity or quality of Content and you hereby agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the Content, integrity, and accuracy of such Content. Nothing on the Site should be deemed to constitute a recommendation to purchase, sell or hold, or otherwise to constitute advice regarding, any registered or unregistered security.
In using the Services, you will have access to confidential information of Avestor and its affiliates that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of Avestor’s and its affiliates’ clients (collectively, “Confidential Information”). You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Services (the “Permitted Purpose”) and for no other purpose whatsoever; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access the Services or any Confidential Information for any other individual (except to the extent fully disclosed by you to Avestor) or any unauthorized third party; (iv) not to disclose Confidential Information to any third-party except to your attorneys and financial advisors who need to know such information to assist you to carry out the Permitted Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein; (v) to restrict physical and system access to the equipment which contains Confidential Information or which gives access to the Confidential Information (such as by diligently locking and monitoring office premises and requiring password verification to gain access to desktop computers); and (vi) to use Confidential Information in compliance with all applicable laws. You shall immediately notify, and cooperate fully with Avestor in the event you discover or suspect any unauthorized use of or access to the Services and/or Confidential Information. You hereby agree that you shall be responsible hereunder for any breach or threatened breach by the Representatives of the obligations set forth in this section as if such breach or threatened breach was committed by you. You acknowledge and further agree that all obligations relating to Confidential Information under this User Agreement will continue after termination of this User Agreement and termination of access rights hereunder.
You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose, including without limitation any violation of the antifraud or registration provisions of the securities laws of the U.S. or any state therefore. You shall not post or transmit via the Services (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Services in any manner, including, but through the use of methods such as denial of service attacks, flooding or spamming and you will not transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, “Harmful Code”). You shall not use the Services in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Services.
All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of Avestor or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services without the express written permission of Avestor, or such third-party that may own the trademark, service mark, logo, slogan or tagline.
You are solely responsible for your interactions with other Registered Users/Clients or fund managers of the Site both within the Site and outside of the Site. It is prohibited for Registered Users/Clients to contact each other outside of the Site for purposes related to the activities on the Site. Consistent with this prohibition, Avestor and its affiliates expressly disclaim any responsibility for interactions between Registered Users/Clients outside of the Site. We reserve the right, but have no obligation, to monitor interactions on the Site between you and other Registered Users/Clients, as well as any disputes between you and other Registered Users/Clients.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to Avestor (collectively, “Feedback”) are not confidential and you hereby grant to Avestor a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.
For purposes of communicating with you regarding the Service, notice shall consist of an email from us to an email address associated with your account. You also agree that we may communicate with you through other means including email, cellular telephone, telephone or delivery services including the U.S. Postal Service. You agree that we shall have no liability associated with or arising from your failure to maintain accurate contact information.
You may contact us via email at: email@example.com or via U.S. mail or courier at:
515 NW Saltzman Rd., #674
Portland, OR 97229
If you believe that a Visitor, Registered User or Client has acted inappropriately, such as by violating these Terms, you may report your concerns either via the links we have included on the Service, or by contacting us by the means described above. If we are notified by a Registered User that he or she believes that certain Content at the Website is in violation of these Terms, we may investigate the allegation and determine in good faith, in our sole discretion, whether to remove or block access to such Content, or to take action with respect to person or persons responsible for posting the Content. We have the right (but not the obligation), in our sole discretion, to remove, relocate, or otherwise block or restrict any Content, with or without notice, and without liability.
Access to the Services is provided “as is” and “as available” without any warranty of any kind, express or implied. To the fullest extent permissible pursuant to applicable law, Avestor, its affiliates and any person associated with Avestor and its affiliates, disclaims all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any implied warranties of title, merchantibility, fitness for a particular purpose or non-infringement. Without limiting the foregoing, Avestor does not warrant that access to the Services will be uninterrupted or error-free, or that defects, if any, will be corrected; nor does Avestor, its affiliates, nor any person associated with Avestor or its affiliates, make any representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the Services, that defects will be corrected, that our Site or the server that makes it available are free of viruses or other harmful components or that the Site or any Services or items obtained through the Site will otherwise meet your needs or expectations. You expressly agree that your use of the Services is at your sole risk. You shall be solely and fully responsible for any damage to any computer system, any loss of data, or any improper use or improper disclosure of information caused by you or any person using your login credentials. Avestor cannot and does not assume any responsibility for any loss, damages or liabilities arising from the failure of any telecommunications infrastructure, or the internet or for your misuse of any of advice, ideas, information, instructions or guidelines accessed through the Services.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or any Services or other proprietary material due to your use of the Site or any Services or items obtained through the Site or to your downloading of any material posted on it, or any website linked to it.
Avestor and its parents, subsidiaries, affiliates, officers, directors, agents or employees are not liable to you or any other person for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with your use of the Services, whether under a theory of breach of contract, tort, negligence, strict liability, malpractice, any other legal or equitable theory or otherwise, even if Avestor has been advised of the possibility of such damages. You hereby release Avestor and hold it and its parents, subsidiaries, affiliates, officers, directors, agents and employees harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Services. You waive the provisions of any state or local law limiting or prohibiting a general release.
The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability also applies with respect to damages incurred by you by reason of any products or services sold or provided on any linked sites or otherwise by third parties other than Avestor and received through the Services or any linked sites.
Without limiting the limitation of liability above, in the event of any problem with the Services, you agree that your sole and exclusive remedy is to cease using the Services. Under no circumstances shall Avestor, its parents, subsidiaries, affiliates, officers, directors, agents or employees be liable in any way for your use of Services, including, but not limited to, any errors or omissions in the Services, any infringement by the Services of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of the Services. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
Without limiting the generality or effect of other provisions of this User Agreement, as a condition of use, you agree to indemnify, hold harmless, and defend Avestor and its parents, subsidiaries, affiliates, suppliers, lenders, licensors or service providers and, in each case, their officers, directors, affiliates, subcontractors, agents and employees, lenders, licensors and suppliers and their parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use of the Services; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any obligations set forth in this User Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party.
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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
This defense and indemnification obligation shall survive this User Agreement and your use of the Service. Avestor reserves 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 Avestor in asserting any available defenses.
Until you become a Client of Avestor, review the confidential offering documents and sign the required partnership agreements, this User Agreement constitutes the sole agreement between you and Avestor for your use and the provision of the Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this User Agreement shall bind either you or Avestor. Any of the terms of this User Agreement which are determined to be invalid, unlawful, void, or for any reason unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this User Agreement or affecting the validity or enforceability of this User Agreement as a whole. Failure to insist on performance of any of the terms of this User Agreement will not operate as a waiver of any subsequent default. No waiver by Avestor of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This User Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. A printed version of this User Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this User Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
No communication by Avestor, through the Site or any other medium, should be construed or is intended to be a recommendation to purchase, sell or hold any security or otherwise to be investment, tax, financial, accounting, legal, regulatory or compliance advice. Nothing on the Site is intended as an offer to extend credit, an offer to purchase or sell securities or a solicitation of any securities transaction. Investing in securities described in the Content on the Site poses risks, including but not limited to credit risk, interest rate risk, and the risk of losing some or all of the money you invest. Before investing in any securities you should: (1) conduct your own investigation and analysis; (2) carefully consider the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks described in offering materials; and (3) consult with your own investment, tax, financial and legal advisors. The securities described in the Content on the Site are only suitable for accredited investors who understand and are willing and able to accept the high risks associated with private investments. Investing in private placements requires long-term commitments, the ability to afford to lose the entire investment, and low liquidity needs. This Site provides preliminary and general information about such securities and is intended for initial reference purposes only. It does not summarize or compile all the applicable information. This Site does not constitute an offer to sell or buy any securities. No offer or sale of any securities will occur without the delivery of confidential offering materials and related documents. The information contained herein is qualified by and subject to more detailed information in the applicable offering materials. Avestor is not registered as an investment adviser or broker-dealer. Avestor does not make any representation or warranty to any prospective investor regarding the legality or suitability of an investment in any securities.
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