These terms and conditions are an agreement (“Agreement” or these “Terms”) between HEOFUNDING LLC., a Delaware limited liability company (“HEOFUNDING,” “we,” “us,” or “our”), and you (“Customer,” “you,” or your”), the entity who accesses or uses the HEOFUNDING website (“Website”) or any of the features or functions at or made available through the Website.
This Agreement incorporates by reference the HEOFUNDING Privacy Policy (currently located at 10621 Civic Center Drive, Rancho Cucamonga, CA 91730), as well as all other operating rules, minimum qualifications, and requirements posted throughout the Website or presented to you during the course of your use of the Website.
This Agreement contains an arbitration clause that, with limited exceptions, requires you to resolve disputes with us through binding and final arbitration. Please read the arbitration provision carefully, and if you do not agree to resolve disputes with us through arbitration, you must not create an account with us or access or use the Website.
HEOFUNDING reserves the right to update or replace this Agreement at any time without prior notice to you. The versions of this Agreement may be tracked by reviewing the “Last Updated” date at the bottom of this Agreement. We urge you to review this Agreement from time to time and, specifically, prior to engaging in any transactions at or through the Website, even if you have not received a notice of any changes to this Agreement.
Your use of the Website constitutes your acceptance of the version of this Agreement that is in place as of the date of such use.
If at any time you do not want to be bound by this Agreement, you should logout of the Website, exit and cease using the website immediately.
INTENDED USE OF WEBSITE
HEOFUNDING is not a broker-dealer or placement agent. At no time does HEOFUNDING offer, broker, advise, purchase, sell or otherwise transact in securities regulated by the SEC or under federal or state law (“Regulated Securities”), and no transaction conducted at or through the Website shall be deemed or interpreted to be the offer or provision of, advisement concerning, or selling of, any Regulated Securities. HEOFUNDING does not accept, hold, or transfer cash or securities. HEOFUNDING does not guarantee that a Company seeking investment will achieve any level of success or that any proposed offering will qualify under applicable federal and/or state securities laws.
HEOFUNDING is not a personal financial advisor. HEOFUNDING, whether through the Website or otherwise, does not provide personal financial advice, loans or credit, banking, consumer credit ratings, credit decisions, financial products, brokerage accounts, insurance, tax advice, legal advice, or financial or legal services of any kind. If you require any of the foregoing services, we strongly suggest that you seek the advice of competent financial experts before accessing or using the Website or relying upon any Content.
HEOFUNDING does not guarantee any results to anyone. Each user of the Website is responsible for making his/her own decisions to use the Website and for any activity taken on or through the Website or through such user’s Account, including without limitation registering and/or making an investment or otherwise.
USER REGISTRATION; ACCOUNT
Acceptance. HEOFUNDING reserves the right to reject any registration application for any reason whatsoever in its sole discretion.
If you are accepting the Terms on behalf of an organization or entity (as opposed to accepting these Terms in an individual capacity), you represent and warrant that you are authorized to accept these Terms on that organization or entity’s behalf and bind such organization/entity to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). We reserve the right, but not the obligation, at any time to confirm your organization/entity’s acknowledgment, knowledge of, and/or acceptance of these Terms as a condition of access to your Account. Your failure to timely provide us with the information we request may, in our sole discretion, result in the suspension or termination of your Account.
Account; Credentials. Access to the Website’s functions and features require you to register for an account (“Account”). To register for an Account, you will be required select a unique username and password (“Credentials”). You are responsible for all transactions that occur through your Account; therefore, we urge you to keep your Credentials both confidential and secure. You must notify us immediately if your Credentials have been disclosed or accessed by unauthorized persons.
Minimum Eligibility. To register an Account (even if you are registering the account on behalf of an organization/entity), you must be over eighteen (18), a natural person, and capable of reading, understanding, and adhering to these Terms. In addition, all information that you provide to us during the registration process and at all times thereafter must be true, correct, and complete. By registering for an Account, you warrant and represent that all of the foregoing registration requirements are fulfilled. Please note: Our registration process may use third-party validation technology, including those provided by third-party social media sites, to attempt to confirm your qualification to have or maintain an Account and/or use the Website.
Fee. There may be a one-time, non-refundable fee for applying for an Account (“Setup Fee”). If charged, the Setup Fee will cover, among other things, our administrative costs in evaluating your Account registration application and, as such, shall be deemed earned by us upon our receipt of the funds you pay toward that fee regardless of whether you qualify for, or are successful in establishing, an Account.
Usage. Only the registered user of an Account may access or use the Website, and the sharing of Credentials between or amongst others or across an organization is strictly prohibited. Only one instance of your Credentials may be used; simultaneous instances (such as multiple logins from different locations using your Credentials) is strictly prohibited and may result in the suspension of access to your Account. You are prohibited from assigning, renting, subletting, loaning, leasing, sub-licensing or providing access to your Account to any third party, and under no circumstances shall your use your Account (or allow your Account to be used) on a service bureau, rental, or managed services basis.
CONTENT USE LIMITATIONS
Your use of the Website and any information, data, or content accessible at or through the Website (including without limitation, videos, webinars, images, infographics, alerts, text, articles, assessments, checklists, forms, ratings, design, data, source code, analytics, photos, software, trademarks, copyrights, and other information (collectively, “Content”)) may only be used for your internal and lawful purposes and, if applicable, for the purposes expressly stated by HEOFUNDING (such as situations in which HEOFUNDING places additional restrictions on the disclosure or your use of Content).
If you access the Website from outside the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction, as well as any restrictions to which you may be subject by any United States government regulatory authority. Any misuse or unauthorized use of the Website or its Content, or other violations of these Terms may violate Applicable Law (see below), including without limitation SEC regulations and applicable state securities laws, copyright laws (including the Digital Millennium Copyright Act), trademark laws, the laws of privacy, laws of publicity, identity theft and communications statutes and regulations. HEOFUNDING reserves the right to suspend or terminate your Account at any time and without prior notice to you if, in HEOFUNDING’s sole discretion, HEOFUNDING believes that you are acting in violation of any applicable law, statute, regulation, or in violation of these Terms. HEOFUNDING also reserves the right to report any such activity to the appropriate authorities and/or other interested parties.
PROSPECTIVE INVESTOR ACCOUNTS
Any investment that you consider or undertake with a business that posts its fundraising plans on the Website or after a fundraising plan becomes a qualified offering (as and if applicable), is at your own risk. All investment carries risk, and you may lose some or all of your investment. No Content is or should be used as a replacement for performing your own due diligence, exercising good judgement, and seeking financial, investment, tax, or legal advice from qualified and licensed professionals with knowledge of your personal circumstances. Any registered financial, legal, or tax representatives or firm working for or with HEOFUNDING, including any such advisors who communicate with you at or through the Website or through any email account or other route of communication that you provide to us (such as by telephone) are not your personal advisors, do not have knowledge about your personal circumstances, and anything they state or post (“Advisor Information”) is for your informational purposes only and may not be accurate or relevant to your particular situation. You agree that you shall not rely solely on Content or Advisor Information in making personal decisions about an investment or the potential legal, tax or financial consequences of such investment. You are advised to seek personal professional advice from qualified and licensed professionals.
You are solely responsible for your investment decisions. While you may be asked about your identity, individual financial circumstance and investment experience and sophistication during your engagement with the website, HEOFUNDING and its advisors and vendors are not responsible to verify the thoroughness, relevance, or veracity of the information that you provide, even if you certify to its truth or undergo a suitability review. Whether you are an “Accredited Investor” as such is defined under securities law, or a non-accredited investor, or an institutional investor, HEOFUNDING and any companies seeking investment at or through the Website (“Companies” and each, a “Company”) are relying on your representations with respect to your investment experience, your financial status, and your eligibility to invest. You may be held personally liable for your fraud, your negligence, and other bad acts that may result from any false or incomplete representations you make.
RETURN OF INVESTMENT FUNDS
Amounts that you invest at or though the Website are deemed permanent, enforceable, and nonrefundable once the applicable transaction is commenced. Unless otherwise agreed by us or the applicable Company, you do not have the right to demand or receive a return of any amounts that you invest at or through the Website or with any Company. Should an investment be approved for refund, you may be assessed a nonrefundable processing fee that will be automatically debited from the amount(s) returned to you.
INVESTING IS AT YOUR OWN RISK
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND ANY EXPECTED RETURNS OR HYPOTHETICAL PROJECTIONS (WHETHER PRESENTED AS HYPOTHETICAL OR OTHERWISE) MAY NOT REFLECT ACTUAL FUTURE PERFORMANCE. PAST RETURNS MAY REFLECT THE PERFORMANCE OF ASSETS FOR A FINITE TIME, OR DURING A PERIOD OF EXTREME MARKET ACTIVITY, AND MAY NOT BE SUBJECT TO FUTURE REPETITION. ALL INVESTMENTS INVOLVE RISK AND MAY RESULT IN PARTIAL OR TOTAL LOSS OF THE INVESTED AMOUNT. We offer no assurance that an investment mix or any projected or actual performance shown on or through the Website will lead to the expected results shown or perform in any predictable or foreseeable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that any or all investors on the Website experienced such returns. Moreover, you understand and agree that hypothetical performance results shown do not represent the results of actual investment activity but, instead, were achieved by means of the retroactive application of a model designed with the benefit of hindsight.
You agree that when considering any performance information shown on or through the Website, you understand that past or targeted performance is not indicative of future results, and we offer no assurance that any Company will achieve comparable results or that target metrics or returns will be met. You also understand and agree that targeted portfolio characteristics are not indicative of future results, and we offer no assurance that target portfolio characteristic will be achieved. References to “Targeted IRR” and “Targeted Equity Multiple” represent a property’s internal rate of return (“IRR”) or equity multiple based on such property’s forecasted cash flows generated over a period of time and the amount invested in the property. This is different from the forecasted IRR or Equity Multiple to the investor in an applicable fund or other investment vehicle.
PROJECTED AND/OR HYPOTHETICAL PERFORMANCE DOES NOT REPRESENT AN ACTUAL INVESTMENT IN ANY OF THE OFFERINGS SPONSORED BY HEOFUNDING, MAY NOT REFLECT THE POTENTIAL EFFECT OF MATERIAL ECONOMIC AND MARKET RELATED FACTORS, AND DO NOT REPRESENT THE ACTUAL PERFORMANCE OR EXPERIENCE OF ANY GIVEN INVESTOR ON THE HEOFUNDING WEBSITE. Nothing contained on or through the Website should be deemed to be a prediction for projection of future performance of any issuer. Each prospective investor must make his/her own investigations and evaluations of the information contained at or through the Website.
The information shown on the website uses or includes information compiled from sources outside of HEOFUNDING and its affiliates. While such information is believed to be reliable for the purposes used herein, neither HEOFUNDING, nor any of its advisors, affiliates, partners, members or employees, assume any responsibility for the completeness or accuracy of such information. Unless otherwise expressly indicated at the location on the Website where such information is conveyed or displayed, the information on the Website has not been reviewed, compiled, or audited by any independent third-party or public accountant.
Some of the statements contained on the Website are forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These statements involve known and unknown risks, uncertainties, and other factors that may cause the project’s actual results, levels of activity, performance, or achievements to be materially and adversely different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. An investment in any Company involves substantial risks, including risk of partial or total loss of investment, and you are advised to carefully consider all risk factors contained in each Company’s offering circular, private placement memorandum, or prospectus. Except as required by law, neither HEOFUNDING nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason to conform these statements to actual results or to changes in our expectations. The information presented regarding each issuer’s offering, including information regarding financial status, business strategy, investment objectives, historical performance, projections, redemption plans, etc., merely constitute a summary of such information and is qualified in its entirety by the disclosure contained in each issuer’s offering circular, private placement memorandum, or prospectus.
TERMINATION OF ACCOUNT
HEOFUNDING may suspend or terminate your Account and your ability to use your Account or portions of the Website at any time for any reason, including but not limited to your misuse of the Website or your violation or attempted violation of any of these Terms. You agree that HEOFUNDING accepts no liability for any harm that may be caused, directly or indirectly, by such suspension or termination.
USE OF THE WEBSITE AND CONTENT
Restrictions
In addition to the restrictions described elsewhere in these Terms, you agree to the following:
No Modification. You shall not modify, remove, or obscure any proprietary notices that appear in, on, or through the Website or Content. Similarly, you shall not use any of HEOFUNDING’s trademarks or engage in any activity that is injurious to HEOFUNDING’s trademarks.
No Circumvention. You shall not violate or circumvent, or attempt to violate or circumvent, any of the protective or technological use restrictions that are implemented to secure your Account or that are used to secure access to the Website.
Derivative Works. The Content is owned by HEOFUNDING or its licensors, and you do not and shall not acquire any rights, interests, or goodwill in the Content by virtue of your use of the Website or access to or receipt of the Content. You shall not copy or re-distribute the Content to any third party unless such activity is expressly authorized by HEOFUNDING. You shall not modify or create derivative works of the Website or the Content, or decompile, disassemble, reverse engineer or otherwise attempt to derive source code of or from the Website. Similarly, you shall not use the Website or the Content to make a product or solution that is competitive with the services provided at or through the Website.
Legal Compliance. At all times, you shall comply with all laws, statutes, rules, and regulations applicable to its business operations and its use of the Content and the Website.
Integration. You shall not integrate, overlay, build application programming interfaces (APIs) or otherwise use the Website with any other third party application or service unless such activity is approved in writing by HEOFUNDING.
No Screen Scraping. You shall not directly or indirectly engage, and shall not permit any of your representatives, directly or indirectly to engage, in “screen scraping” (i.e., copying information displayed at or through the Website so that it can be used for a purpose unrelated to the activities contemplated under this Agreement) or any similar activity.
AVAILABILITY OF WEBSITE
HEOFUNDING does not warrant that the Website, Content or any services provided or offered on or through the Website will be uninterrupted, timely, or virus or error free.
DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY
THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND USE OF THE WEBSITE IN ANY MANNER IS SOLELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, HEOFUNDING DOES NOT GUARANTEE, AND EXPRESSLY EXCLUDES ALL IMPLIED REPRESENTATIONS AND IMPLIED WARRANTIES RELATING TO THE WEBSITE, THE CONTENT, AND HEOFUNDING’S SERVICES, WHETHER PROVIDED DIRECTLY OR INDIRECTLY BY HEOFUNDING, OUR AFFILIATES, OUR CUSTOMERS, COMPANIES SEEKING INVESTMENT, ADVISORS, INVESTORS OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES, ERRORS, OR OMISSIONS ON THE WEBSITE, OR IN THE CONTENT, FINANCIAL ADVICE, AND/OR MARKETING MATERIALS.
HEOFUNDING SHALL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, DELAY, INABILITY TO USE, OR UNAVAILABILITY OF THE WEBSITE OR CONTENT, INCLUDING LOSS OF MONEY OR INVESTMENT, INABILITY TO EXECUTE, COMMENCE, OR CONCLUDE AN INVESTMENT, OR THE SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND FOR ANY DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS, PROGRAMS, AND THE DATA THEREON. UNDER NO CIRCUMSTANCES WILL HEOFUNDING OR ITS AFFILIATES, ADVISORS OR VENDORS BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT, OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE THE WEBSITE, YOUR ACCOUNT, THE CONTENT, OR ANY THIRD-PARTY WEBSITE THAT IS LINKED TO BY THE WEBSITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, EVEN IF ADVISED OF THE POSSIBILITY OR EXISTENCE OF SUCH DAMAGES, LOSSES, OR EXPENSES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT SHALL HEOFUNDING’S TOTAL LIABILITY FOR ALL CAUSES OF ACTION (INCLUDING BUT NOT LIMITED TO TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, OR NEGLIGENCE), CLAIMS, EXPENSES, FEES, OR COSTS IN THE AGGREGATE, EXCEED THE AMOUNT YOU PAID TO HEOFUNDING IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EARLIEST DATE ON WHICH THE APPLICABLE CAUSE OF ACTION ACCRUED, OR $5,000, WHICHEVER IS LESS.
ARBITRATION
All issues, claims, disputes, and causes of action arising from or related to these Terms or your use of (or inability to use) an Account, the Website, or Content (collectively, “Disputes”), shall be resolved exclusively and finally by binding arbitration. This means that you waive any right to litigate Disputes in a court or before a jury and, further, you shall not be entitled to join, consolidate, or include any claims belonging to or alleged or arising from, by or on behalf of any third party to an arbitration brought hereunder, or to arbitrate any claim as a class action, class representative, class member, or in a private attorney general capacity. Except for undisputed collections actions to recover fees due to us (“Collections”), any Dispute, including the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration before one arbitrator who is mutually agreed upon by the parties. The arbitration shall be administered and conducted by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) pursuant to the JAMS’ arbitration rules for commercial disputes (the “Rules”). In the event of any inconsistency between the Rules and the procedures set forth in this paragraph, the procedures set forth in this paragraph will control. The arbitrator will be experienced in contract, securities law, and information technology transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, the arbitration venue shall select the arbitrator. The arbitration shall take place in our designated office unless we agree to a different venue. The arbitrator will determine the scope of discovery in the matter; however, it is the intent of the parties that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent. Initially, the cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs. Any award of the arbitration shall be final and binding immediately when rendered, and judgment on the award may be entered in any court of competent jurisdiction. If any portion of this arbitration agreement is found unenforceable, the unenforceable portion shall be severed, and the remaining arbitration terms shall be enforced (but in no event will there be a class arbitration).
CHOICE OF LAW
The laws of the State of Delaware govern these Terms. Venue for any non-arbitrable claim arising from or related to this Agreement, or your use of an Account or the Website shall exclusively be in San Bernardino County, California. HEOFUNDING makes no representation that the Website is operated in compliance with the laws of any nation but the United States.
Neither the Website nor the Content shall not constitute an offer or solicitation and may not be treated as an offer or solicitation: (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. Any securities that may be offered on or through the Website can only be marketed in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country and U.S. state of residence.
WAIVER
Failure of HEOFUNDING to insist upon strict performance of any provision of these Terms or the failure of HEOFUNDING to exercise any right or remedy to which it is entitled shall not constitute a waiver thereof and shall not affect the validity of these Terms or HEOFUNDING’s right to enforce each and every provision hereunder. If any of these Terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these Terms and the remaining Terms will continue to apply.
LIMITATION PERIOD
Except as otherwise prohibited by law, any Dispute brought by you under or pursuant to this Agreement (“Claim”) must be filed within one (1) year after the date on which the initial cause of action began to accrue, otherwise the Dispute is waived.
FORCE MAJEURE
No party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond our reasonable control, including but not limited to: acts of God such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, for so long as such event continues to delay the party’s performance.
AMENDMENT
Except as expressly stated herein, this Agreement shall not be amended or modified without HEOFUNDING’S prior written consent, which consent may be withheld by HEOFUNDING for any reason whatsoever.
Electronic Funds Transfers
HEOFUNDING processes Electronic Funds Transfers (EFTs) as an efficient method to receive electronic deposits from investors, to purchase and redeem investments and to issue refunds to investors. EFTs, at the discretion of HEOFUNDING, may be processed through the vehicles described below:
- The Automated Clearing House (ACH)
- The Fedwire
- Credit Card
ELECTRONIC FUNDS TRANSFERS
This Electronic Funds Transfers Agreement and Disclosure (this EFT Agreement) is the contract which covers you and our rights and responsibilities concerning the EFTs services offered to you by HEOFUNDING. In this EFT Agreement, the words “you,” “your,” and “yours” mean an individual who signs up on the HEOFUNDING Online Platform (Platform) and utilizes the Platform to participate in offerings (and any authorized users). The words “we,” “us,” and “our” mean HEOFUNDING. EFTs are electronically initiated transfers of money from your bank account or credit card account, which you utilize the Platform to initiate, and which allow you to participate in the HEOFUNDING offerings. By using any HEOFUNDING service, you agree to the terms and conditions in this EFT Agreement and any amendments for the EFTs services offered.
In order to use the payment functionality of HEOFUNDING , you authorize us to share your identity, bank account data and credit card account data with North Capital Private Securities (NCPS), a broker-dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority, Inc., and with North Capital Investment Technology (NCIT) for the purpose of processing your EFTs, and you are responsible for the accuracy and completeness of that data. You understand that you will access and are responsible for managing your bank account data and credit card account data through the Platform. You also authorize us and NCPS and NCIT to process EFTs as you direct through HEOFUNDING.
You acknowledge that none of NCPS, NCIT or we will be liable for any loss, expense or cost arising out of EFT services provided through your use of HEOFUNDING, which are based on your instruction; NCPS and NCIT are third party beneficiaries to this EFT Agreement.