Terms and Conditions
Welcome to the FCS crowdfunding platform and website (the “Website”), which is operated by FullCapitalStack, LLC (the “Company”). These Terms and Conditions govern the contractual relationship between the Company and the individual person or entity who accesses, uses or registers to use the Website (“User”).
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AND IN ITS ENTIRETY, BEFORE ACCESSING, USING OR REGISTERING TO USE THE SITE.
Access; Binding Agreement
User acknowledges and agrees the use of the Website, including any and all information, statements, materials, articles, research, data, software, links to third party Sites, products and services made available on or accessible through this Website (collectively, “Content”, and together with this Website, the “Site”), is conditioned on User’s adherence to the following terms and conditions (the “Terms and Conditions”) and that such acceptance creates a valid and binding contract between User and the Company. The Terms and Conditions are in addition to the terms of any other user, participant or other agreement User may have with the Company or its affiliates and are not intended to modify or supersede the terms of such agreement, which agreement, in the event of any conflicting terms, will govern. By using the Site, User further agrees: (i) to comply with U.S. law regarding the transmission of any information through the Site; (ii) not to use the Site for illegal purposes; and (iii) not to interfere with, trespass on or disrupt the networks or computers and equipment connected to the Site. If, at any time, User does not wish to accept the Terms and Conditions, User must discontinue use of the Site and any Content obtained from the Site.
The Site or any portion thereof is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or that would subject the Company, its affiliates, directors, officers or employees to any registration or licensing requirement within such jurisdiction or country where it is not already so registered.
By accessing, using or registering to use the Site User: (i) represents and warrant that User is over the age of 18 and are lawfully able to enter in and agree to these Terms and Conditions; (ii) accepts and agrees to be bound by these Terms and Conditions, including as it may be updated or revised from time to time by the Company, and all other terms and policies referenced or incorporated herein by reference; and (iii) represents and warrants that User is authorized to enter in and agree to these Terms and Conditions on behalf of any entity if User is accessing, using or registering to use the Site on behalf of that entity.
The Site is owned and operated by the Company. The Site may be protected by U.S., foreign and/or international copyright laws, trademark laws, and/or other intellectual property laws.
Registering For an Account
To obtain access to the Site, User must apply for an account and User agrees to provide complete, true and accurate information when doing so. User agrees to maintain the accuracy of such information all times. The Company reserves sole discretion over whether to grant User an account, and User agrees to access the authorized sections of the Site and User account only by using the account number or username and password supplied to User by the Company. You may subsequently change its username and password.
User agrees to provide banking information the Company, as well as any other information as may be necessary, for the purpose of transferring and facilitating payment. User is responsible for maintaining the confidentiality of User’s account access information. User agrees to take reasonable steps to prevent others from obtaining User’s access information and to notify the Company of any unauthorized access or need to update or remove access for any of User employees or agents.
If at any time User desire to terminate its access to or use of the Site, User may cancel its account through User account page on the Site.
Use of the Site
User understands and acknowledges that a purpose of the Site is to provide a technology platform that permits Accredited Investors (as defined below) and certain other persons to independently connect with issuers of securities relating to real estate investments. The Site shall not be used other than for its intended purposes, as determined in the Company’s sole discretion. User shall not use the Site to defame, abuse, harass, bully, threaten or otherwise violate the legal rights (such as the rights of privacy and publicity) of others, and/or publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information, or engage in criminal behavior, or cause others to engage in any of the aforementioned conduct.
Those portions of the Site that relate to current investment opportunities or to making investments in the securities displayed therein are available only to certain qualified, registered and authorized users. Therefore, such portions may not be available in all jurisdictions. For persons resident in the United States, only “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), with a valid username and password, are authorized to access certain services and web pages (such persons being “Accredited Investors”). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with a reasonable expectation of a similarly qualifying income during the current year. Prior to making any investment, User will be required to provide supporting documents proving that User is an Accredited Investor. Alternatively, User may use a third-party verification provider. User’s failure to provide any information and documentation requested to confirm User’s status as an Accredited Investor will be cause for the Company to discontinue User’s access to the Site.
Persons who are resident outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Those portions of the Site that relate to the viewing of investment opportunities or to making investments in the securities displayed therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where we or one of our affiliates are not authorized to provide such information or services.
Access to Password Protected and Secure Areas
Access to and use of password protected and/or secure areas of the Site is restricted to authorized Users. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
Securities Offerings; No Professional Advice Provided
The securities displayed on the Site have not been registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act, in reliance on the exemptions of Section 4(2) of the Securities Act, Rule 506(c) of Regulation D, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly tradable, and are therefore illiquid. Neither the SEC nor any state securities commission or other regulatory authority has approved, passed upon, or endorsed the merits of any securities displayed on the Site.
The Company is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require registration as such.
Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity.
You may not become a beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person”) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) of Regulation D (a “Disqualifying Event”). You represent that User are not subject to a Disqualifying Event and that User will promptly notify us in writing should any Disqualifying Events be applicable to User. To the extent User are subject to a Disqualifying Event, we reserve the right to cancel User investment and return any funds held in escrow or otherwise paid or submitted by User.
Investments in companies displayed on the Site are intended only for accredited investors who are familiar with and are willing to accept the high risk associated with investing in commercial and residential real estate. These investments are not publicly traded and are illiquid securities involving an indefinite holding period. These investments are intended for investors who do not have a need for liquidity and can afford to lose their entire investment.
To the fullest extent permissible by law, neither the Company nor any of its directors, officers, employees, representatives, affiliates or agents shall have any liability whatsoever arising out of any error or incompleteness of fact or opinion, or lack of care in, in the presentation or publication of the materials and communication herein.
Certain information on the Site may contain forward-looking statements that are subject to a number of risks and uncertainties that could cause actual results or future operations to differ materially from those discussed by the Companies on the Site. Forward-looking statements may be identified by the use of words such as “may,” “will,” “plan,” “potential,” “projected,” “should,” “expect,” “anticipate,” “estimate,” “continue,” “intends” and similar expressions. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which may not be anticipated. Although the expectations reflected in such forward-looking statements are based on reasonable assumptions at the time made, no assurance can be given that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results and plans discussed in the forward-looking statements. These forward-looking statements might not accurately predict future events or the actual performance of an investment in the property.
No Offer, Solicitation or Recommendation
The fact the Company has made or may make Content available on or accessible through the Site does not constitute a representation by the Company that any such Content is suitable or appropriate for User. The Content is for User’s private information, and the Company is not soliciting any action based on the Content. The Company’s display of the Content is not to be construed as a recommendation or an offer to buy, sell, lend or borrow, or the solicitation of an offer to buy, sell, lend or borrow, or to enter into any transaction in respect of, any security, financial product or other instrument. Although the information contained in the Content is obtained or compiled from or based upon information the Company considers reliable, the Company does not represent that such information is accurate, current or complete. The Company does not undertake to advise User of changes in any of the Content, and User should note the date of publication of each component of the Content. User acknowledges that: (a) the Site is provided for informational purposes only; (b) the Site may include information taken from third-party sources; and (c) any reliance on any portion of the Content shall be at User’s sole risk. The Content may not be used for any illegal purpose or in any manner inconsistent with the Terms and Conditions. The Content may not be used in any manner that would subject the Company or its affiliates to any registration requirements in any jurisdiction or country. User may not display any Content in any way that creates a misimpression or likelihood of confusion that such Data is from any source other than the Company.
Participation in Other Transactions
The Company, its affiliates and other participants may participate or invest in financing transactions with the issuers of the securities or other financial instruments referenced in the Site, perform investment or commercial banking or other services for or solicit business from such issuers, and/or have a position or effect transactions or make markets in such securities or other financial instruments or products.
Legal, Tax and Other Considerations
The Content displayed on the Site has been prepared by the Company without reference to any particular investment requirements or financial situation, and potential investors should consult with their own professional tax, legal and financial advisors before making any investment. User acknowledges that none of the Content made available on or through the Site constitutes business, financial, investment, hedging, trading, legal, regulatory, tax, accounting or other advice. User further acknowledge that certain legal and tax considerations, margin requirements, fees and other transaction costs may significantly affect the economic consequences of the transactions effected by User on or through the Site, and User should review such requirements and costs carefully with User’s business, legal, tax, accounting and other advisors.
The Site, including the Content, is owned by the Company or its licensors, and is protected under the copyright, trademark, data misappropriation, unfair competition, and other intellectual property laws of the United States and other countries as well as by international treaties and conventions. Third-party trademarks and service marks are the property of their respective owners. All other service marks and trademarks displayed on the Site are registered and unregistered service marks and trademarks of the Company. The Site is further protected as a collective work and/or compilation under U.S. copyright and other laws, treaties and conventions. Using, copying, or storing any portion of the Site for other than personal, noncommercial use without the prior written consent of the Company or the relevant licensor is expressly prohibited. User will not copy, modify, sell, display, distribute, publish, transmit or otherwise disseminate the Site, or any portion thereof, to others. User agrees to abide by all applicable copyright, trademark and other intellectual property laws and with all additional copyright and trademark notices, information, and restrictions contained in any of the Content. Unauthorized use of the Site or the Content may violate applicable copyright, trademark, misappropriation or other intellectual property laws or other laws.
Updates and Errors
The Site may contain technical inaccuracies or typographical errors. The Company may make improvements and/or changes to the Site at any time. The Company has no duty to update the Site, and the Company shall not be liable for any failure to update such information.
The Company shall not be liable for any harm caused by the transmission through access or use of the Site of a computer virus or other electronically transmitted code or programming device that might be used to access, damage, modify, delete, corrupt, disable, disrupt or otherwise impede in any manner the operation of the Site or the information contained herein, or any of User’s hardware, software, data or property. User will not introduce into the Site any code, malicious or hidden procedures, routines or mechanisms that would permit other users access to the Site or to enable or impair its operation (sometimes referred to as “viruses,” “traps,” “access codes,” or “trap door devices”), nor will User access the Site to gain any unauthorized access to any computer system operated by the Company or any of its affiliates.
Links to or From Third Party Websites
The Site may contain links to certain websites sponsored and maintained by third parties. These third party sites are not under the control of the Company. Third party Sites may contain links to the Site. The Company is not responsible or liable for, and makes no representations or warranties, concerning the content of any such third party sites. The fact the Company has provided a link to a third party site, or that a third party site has provided a link to the Site, does not constitute an endorsement, authorization, sponsorship, or affiliation by the Company with respect to that site, its owners, or its providers and User accesses that site and any services or information provided therein at User’s own risk. The Company is not responsible or liable for, and makes no representations or warranties with respect to, any particular information, software, products, services or content found on any of the third party sites, including appropriateness of any products, services or transactions described therein.
The Company prohibits caching and the framing of any content available through the Site. The Company reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the contents of any third party sites. Access to third party sites linked to the Site is at the user’s own risk.
The Company is not responsible for, and does not adopt or otherwise incorporate by reference, any rule, regulation, privacy provision, confidentiality provision, transmission of personal data provision, or other provision from a third party site. The Company expressly disclaims any and all liability related to any such provision set forth on a third party site.
Notwithstanding anything in these Terms and Conditions, the Company reserves the right, without notice and in its sole discretion, to terminate these Terms and Conditions, User account, and/or to block a User’s access to the Site. You may terminate relationship with, access to and use of the Site.
Modifications to Terms and Conditions
The Company reserves the right without notice, at its sole discretion, to terminate, change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, or to charge fees for access to portions of the Site or the Site as a whole. Please continue to review these Terms and Conditions whenever accessing or using the Site. User’s use of the Site after the posting of changes, modifications, additions or deletions to these Terms and Conditions will constitute User’s acceptance of these Terms and Conditions, as modified. The Company expressly rejects any terms and conditions proposed by User which are in addition to or which conflict with the terms and conditions herein and such proposed terms and conditions shall be of no force or effect.
Disclaimer of Warranties
The Site, including the content, is provided “as is.” The Company, its affiliates and licensors, and their officers, directors, and employees (collectively, the “Company Parties”), make no representations or warranties of any kind whatsoever, express or implied, including warranties of merchantability, fitness for a particular purpose, title or non-infringement, as to the Site or any portion thereof or relating to any breach of security associated with the transmission of sensitive information through the Site or any linked Site. The Company Parties have no responsibility to maintain the Site or any portion thereof or to supply any corrections, updates, or releases thereto. The Company Parties do not warrant the Site or any portion thereof will be uninterrupted or error free, that defects will be corrected, or the Site or the servers on which it is hosted are free of viruses or other harmful components or the Site or any software therein is compatible with user’s equipment. Availability of the Site is subject to change without notice.
Limitation of Liability
Under no circumstances shall the Company Parties have any liability to User or to any other person for the quality, accuracy, timeliness, continued availability or completeness of the Site or any portion thereof. In no event will the Company Parties be liable for any indirect, special, incidental, consequential, punitive or exemplary damages that User or any other person may incur in connection with User’s ability or inability to use the Site, or any portion thereof, or interruption of service, including but not limited to, delays or interruption of internet or network services not operated or controlled by the Company, or omissions or inaccuracies in such information or materials, even if advised of the possibility of such damages including, without limitation, lost profits and loss of revenue, even if any of the Company Parties has been advised of the possibility of such damages. The Company’s liability will be capped at the amount of fees paid by the User to the Company in the quarter preceding the event giving rise to potential liability.
User agrees and acknowledges the Company Parties will not be liable, whether in contract, tort, strict liability or otherwise, for any indirect, punitive, special, consequential or incidental damages (including without limitation, lost profits, cost of procuring substitute service or lost opportunity) relating to, arising out of or in connection with the use of the Site or a third party site, or the delay or inability to use the Site or a third party site, even if the Company was made aware of the possibility of such damages. This limitation on liability includes, but is not limited to, the transmission of any viruses, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. The Company cannot and does not guarantee continuous, uninterrupted or secure access to the Site.
User agrees to indemnify the Company Parties from and against any and all losses, liabilities, judgments, fines, settlements, damages and costs (including attorneys’ fees and disbursements) resulting from or arising out of any suits, actions, claims, demands, investigations, hearings or similar proceedings (collectively, “Proceedings”) to the extent such Proceedings are based on or result from User’s ability or inability to use, the Site or any portion thereof, or any data, information, service, report, analysis or publication User derives there from. The Company may in its discretion assume control of the defense of the Proceedings.
The Company is committed to protecting User’s privacy. Please refer to http://fullcapital.wpengine.com/privacy-policy/ for information on how we collect, use and disclose personal information.
Confidentiality and Use of Personal Information
User shall preserve the confidentiality of all information User receives on the Site from the Company, or other investors with respect to any investment activity. To the extent User elects not to review such confidential documents about potential investments, User acknowledges and agrees that User assumes the risk that such additional information may be relevant to User’s decision to invest in a particular investment opportunity and User knowingly accepts the risks of not reviewing such information. Should User receive information from the Company or through the Site with respect to any potential investment, User may not share such information or otherwise provide such information to another party.
By uploading, posting, blogging, or otherwise providing content to the Site for the purposes stated herein, User hereby grants the Company a worldwide, perpetual, irrevocable, sub-licensable license, to copy, use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, broadcast, modify, alter, create derivative works of, package, repackage, produce and sell copies of such content through the Site.
User acknowledges the Company prohibits the uploading, posting, blogging, or otherwise providing to the Site any content or any other material that infringes on any patent, trademark, copyright, trade secret, right of privacy, right of publicity, or any other applicable law or proprietary right. By uploading, posting, blogging, or otherwise providing content to the Site, User represents and warrants that: (i) User has the legal capacity and authority to grant the rights and licenses set forth herein; (ii) the content that User submits to the Site does not infringe any copyrights, trademarks, rights of privacy or rights of publicity or other proprietary rights of any third party, or defames or casts into disrepute in any manner any third party; and (iii) the content that User submits to the Site is or was not obtained in an unlawful way that can lead to civil or criminal liabilities. User shall indemnify and hold the Company harmless from any claims concerning or relating to content that User uploads, posts, blogs, or otherwise provides to the Site.
The Company reserves the right to take any actions that it deems necessary to protect its rights, all rights of which are specifically reserved.
Consent to Electronic Transactions and Disclosures
The Company or an affiliate (or a third-party servicer or escrow provider that we may retain) may receive payments, and makes all disbursements, through certified check, wire transfer or electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information User provides to the Company. User will authorize such bank or other financial account to pay any amounts User agrees to invest, and authorizes the Company (or any such third-party servicer or escrow provider) to make any and all investment disbursements, to such account. User agrees to provide the Company updated information regarding User’s bank or other account upon the Company’s request and at any time the information earlier provided is no longer valid.
As part of doing business with the Company, User consents to the Company providing certain disclosures electronically, either by means of the Site or to the email address User provide to the Company. User furthers agree to receiving electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from, in connection with or relating to User’s registration with the Site, any investments User may make, User’s use of the Site, and the servicing of any investment User may make (each, a “Disclosure”), from the Company or any service provider the Company may use. The decision to do business with the Company electronically is User’s. This Agreement informs User of its rights concerning Disclosures. User’s consent to receiving Disclosures and to doing business electronically, and the Company’s agreement to do so, applies to any activities to which such Disclosures relate. User’s consent will remain in effect until such time as all Disclosures relevant to all transactions in which User are involved have been made.
User may not withdraw such consent as long as User has any outstanding investments made through the Site. If User has no outstanding investments made through the Site and wishes to withdraw consent to doing business electronically, we will terminate User registered user account with the Company.
User expressly consents to receiving calls and messages, including auto-dialed and pre-recorded messages, and SMS messages (including text messages) from the Company, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that User has provided or may provide in the future (including any cellular or mobile telephone numbers). User’s cellular or mobile telephone provider will charge User according to the type of plan User carries.
Notification of Copyright Infringement
The Company respects the intellectual property rights of others and has established the following procedure for receiving notice of infringement in compliance with the Digital Millennium Copyright Act (“DMCA”). Notices should be submitted to the Company’s copyright Agent:
FCS Copyright Agent
11121 Carmel Commons Boulevard
Charlotte, NC 28226
P: (704) 973-7385
To be effective, the notice should include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or a representative list of such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material on the Site; (iv) information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (iv) a statement the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (v) a statement the information in the notification is accurate, and under penalty of perjury, the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Violation of Agreement
The Company reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions, including the right to block access from a particular Internet address to the Site, or report misuses to law enforcement.
Governing Law and Venue
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, except for its choice of law rules. To the extent any claim is found to be exempt from arbitration as set forth herein, the Parties hereby submit exclusively to the personal jurisdiction of the United States District court for the Southern District of New York, and the State courts of the State of New York for the County of New York, and waive any objection based on venue or convenience of forum, and agree that the Platform and IMS’s services were delivered in New York. The UN Convention on Contracts for The International Sale of Goods shall not govern.
Any controversy or claim between User and the Company shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of JAMS, and judgment on the award by the arbitrator may be entered in any court having jurisdiction. Any arbitration will be conducted in Mecklenburg County, North Carolina, utilizing the laws of the State of North Carolina (except for its choice of law rules) with the following specific provisions: (i) the arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures; (ii) proceedings will be held by a panel of one arbitrator; (iii) the decision of the arbitrator so appointed will be final and binding on the Parties; and (iv) the costs of the arbitration will be at the discretion of the arbitrator, however the cost of arbitration and all reasonable and related attorney fees and expenses shall be borne by the losing Party. User agrees that regardless of any statute or law to the contrary, any claim or cause of action by User against the Company arising out of, in connection with or related to the use of the Site or these Terms and Conditions must be filed by User within one (1) year after such claim or cause of action arose. The arbitrator shall be authorized to make arrangement for all or part of the proceedings to be held at any location in Charlotte, North Carolina. The arbitrator shall provide facts and conclusions upon which his or her decision was based.
The obligations of the Company and User under these Terms and Conditions are suspended to the extent that such party is prevented from complying with them because of labor disturbances (including strikes or lockouts), riots, acts of war, acts of God, fires, theft, failure or delays in transportation, power or communication, governmental regulations, or any other cause whatsoever beyond such Party’s reasonable control; provided, however, that following any such suspension, the party must exercise commercially reasonable efforts to perform all of its obligations hereunder within a commercially reasonable time
The Company operates the Site and reserves the right to change these Terms and Conditions at any time and from time to time without notice.
If any provision of these Terms and Conditions is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect.
The failure of the Company to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. The section titles herein are for convenience only and have no legal or contractual effect.
Questions and contact information
For questions regarding the Company’s services or these Terms and Conditions, please contact the Company at firstname.lastname@example.org.