Terms of Service
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
Be sure to read the Terms of Service as amended or otherwise modified and in effect from time to time (the “Terms of Service” or “TOS”) below, as they cover the terms and conditions that apply to your use of this website, our mobile applications or other interfaces (the “Website” or “Site”). NetCapital Funding Portal Inc. (“Netcapital”) may change the TOS from time to time. By continuing to use the Site following such modifications, you agree to be bound by such modifications to the TOS. IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THE TOS, OR IF YOU ARE NOT ELIGIBLE, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE SERVICES.
This TOS provides that all disputes between you and Netcapital will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review the Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with Netcapital. The terms of the Arbitration Agreement are incorporated into the TOS by this reference.
As used in the TOS, the terms "you" and "your" mean each individual or entity that accesses, browses or uses the Site in any manner. If you are accessing the Site on behalf of an entity, you represent and warrant to Netcapital that you have the authority to bind the entity you represent to the TOS. Your agreement to this TOS will be treated as the agreement of the entity you represent.
Netcapital may modify the TOS or add, change or remove terms at any time, and each such modification, addition or deletion will be effective immediately upon posting on the Site. Your use of the Site following any such posted addition, change or deletion constitutes your agreement to be bound by and your acceptance of the TOS as so modified. It is therefore important that you review the TOS regularly. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THE MODIFIED TOS, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE AND/OR USE THE SERVICES, AND YOU MUST IMMEDIATELY DISCONTINUE DOING SO.
General Terms and Conditions
In consideration of use of the Site, you agree to: (a) provide true, accurate, current, complete and not misleading information about yourself as prompted throughout the Site and (b) to maintain and update this information to keep it true, accurate, current, complete and not misleading. If any information provided by you is untrue, inaccurate, not current, incomplete or misleading, or if you do not provide information on a timely or cooperative basis, Netcapital has the right to terminate your account and refuse any and all current or future use of the Site. You agree to take full responsibility for any consequences stemming from your providing any untrue, inaccurate, not current incomplete, or misleading information and agree that Netcapital did not willfully aid, abet, or facilitate the publication of any such information. You agree to not resell or transfer your use of or access to the Site.
You acknowledge and agree that you must: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access, and (b) provide all equipment necessary for you to make such connection to the World Wide Web, including a computer and modem or other access device.
By using the Netcapital.com website, including any applets, software, and content contained therein, you agree that use of the Site is entirely at your own risk. The Site is provided “as is”, without warranty of any kind, either express or implied, including without limitation, any warranty for information, data, services, uninterrupted access, or products provided through or in connection with the Site. Specifically, Netcapital disclaims any and all warranties, including, but not limited to: (1) any warranties concerning the availability, accuracy, usefulness, or content of information, products or services and (2) any warranties of title, warranty of non-infringement, warranties of merchantability or fitness for a particular purpose. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.
Neither Netcapital nor any of its employees, agents, successors, assigns, affiliates, website co-branding providers or content or service providers shall be liable to you or other third party for any direct, indirect, incidental, special or consequential damages arising out of use of service or inability to gain access to or use the service or out of any breach of any warranty. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. In such states, the respective liability of Netcapital, its employees, agents, successors, assigns, affiliates, website co-branding providers and content or service providers respective liability is limited to the greatest extent permitted by such state law.
Netcapital is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing at this Website, and is the copyright owner or licensee of the content and/or information on this Website including but not limited to any screens appearing at the Site. You may not download and/or save a copy of any of the screens except as otherwise provided in these Terms of Service, for any purpose. However, you may print a copy of the information on this Site for your personal use or records. If you make other use of this Site, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to penalties. Netcapital does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Website.
Netcapital reserves the right to change any information on this Website including but not limited to revising and/or deleting features or other information without prior notice. Clicking on certain links within this Website might take you to other websites for which Netcapital assumes no responsibility of any kind for the content, availability or otherwise. (See “Links from and to this Website“ below.) The content presented at this Site may vary depending upon your browser limitations.
Among other services, this Site presents information regarding potential investments and allows you the opportunity to designate investment opportunities in which you would like to participate. However, such selection does not mean that you will be permitted to participate in such transaction. Our decisions to permit your participation are subject to, among other things, demonstration to our satisfaction that you meet legal requirements for participation, consent of relevant third parties, execution of definitive documentation, and our discretion. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate. If you are offered the opportunity to participate in a transaction, you may be required to sign additional documentation. You agree to use your best efforts to cooperate and furnish timely, complete and accurate information to Netcapital as requested from time to time to facilitate your participation in investments and Netcapital reserves the right, in its discretion, to bar, terminate, exclude or withdraw your ability to make any investment at any time for any reason. Netcapital management decisions are final in all matters relating to the Site, services and other activities related to the Site.
Netcapital may use, publicly display, and publicize your name and likeness for advertising, promotion, and other commercial business purposes, without any additional consideration or compensation. Netcapital may also describe your role in relation to our business.
User Conduct On the Site
While using the Site, you may not:
- restrict or inhibit any other user from using and enjoying the Site; 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 Site for commercial purposes; or
- upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site 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 Site itself or derivative works with respect thereto, as the Site 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 Site;
- 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 Netcapital in its sole discretion) an unreasonable or disproportionately large load on Netcapital’s or its third-party providers’ infrastructure;
- commit any actions considered to be unethical;
- use Netcapital’s communication channels to solicit members to quit using the Site;
- use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; or
- impersonate any person or entity, including any employee or representative of Netcapital.
Use of the Site in violation of applicable laws and regulations is expressly prohibited. You are responsible for verifying that your use of the Site and consummation of transactions by this Site are permitted in your jurisdiction and comply with all applicable laws, regulations, orders and court decisions. If you have any questions regarding legality in your jurisdiction, please consult your own legal counsel. When you access, register for or use the Site, you do so at your own risk, and you are solely responsible for complying with all applicable rules and regulations in connection with activities relating to the Site.
Other than defined by law and regulatory authorities, including the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities and Exchange Commission,Netcapital has no obligation to monitor the Site. However, you acknowledge and agree that Netcapital has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, to operate the Site, or to protect itself or its customers.
Netcapital reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Service.
Unless otherwise indicated for a particular communication, any communications or material of any kind that you e-mail, post or otherwise transmit through this Website, including data, questions, comments or suggestions (“your Communications”) will be treated as non-confidential and nonproprietary. In addition, you acknowledge that your Communications will be made available to regulatory authorities upon request.
Netcapital provides the content of the Website for informational, educational and noncommercial purposes only. Although Netcapital may provide data, information and content relating to investments and opportunities to buy or sell securities, you should not construe any such information as investment, financial, tax, accounting, legal or other advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any data, information or content on the Website before making any decisions based on such data, information or content. In exchange for using such data, information or content, you agree not to hold Netcapital or its third-party content providers liable for any possible claim for damages arising from any decision you make based on information made available to you through the Website.
Netcapital may offer content from third-party providers on the Website. This content includes, but is not limited to, financial market data, quotes, news, analyst opinions and research reports (the “content”). Netcapital does not endorse or approve the content, and we make it available to you only as a service and convenience. Netcapital and our third-party providers do not guarantee the accuracy, timeliness, completeness or correct sequencing of the content or warrant any results from your use or reliance on the content. The content may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither Netcapital nor the third-party providers are obligated to update any information or opinions contained in any of the content. Netcapital may discontinue offering any content on the Website at any time without notice. You agree that neither Netcapital nor the third-party providers will be liable to you in any way for the termination, interruption, delay or inaccuracy of any of the content on the Website. You will not redistribute or facilitate the redistribution of any content, nor will you provide access to the content to anyone who is not authorized by Netcapital to receive the content.
In connection with your use of this Website, you acknowledge and consent to the taping or any form of electronic recording of any communication, electronic or otherwise, between you and Netcapital or its representatives or agents. You acknowledge and consent to the recording, retention and use by Netcapital (and its employees, representatives and agents) of all information and data that you input during your use of the Website or during any communication.
Electronic Communications and Consent
The Website may provide you Netcapital e-mail addresses so that you may communicate electronically by sending an e-mail message to Netcapital or others. All e-mail sent to and from Netcapital may be received or otherwise recorded by the Netcapital corporate systems and is subject to archival, monitoring or review by and/or disclosure to, someone other than the recipient. Communications through the Website may involve the electronic transmission to any e-mail address you provided to us of information that you may consider to be personal financial information, and you agree and consent to such transmission of such information, including your consent to the electronic delivery of materials in accordance with Rule 302(a) under the U.S. Securities and Exchange Commission’s Regulation Crowdfunding. You agree not to use e-mail to transmit any confidential personal information.
You agree to provide Netcapital with a valid email address which you can access to receive official communications from Netcapital. If you can no longer receive messages at that address for any reason, you agree to provide Netcapital with an updated email address with seven days.
Protecting Intellectual Property; Digital Millennium Copyright Act.
Netcapital specifically prohibits users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Site any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Netcapital may terminate, under appropriate circumstances, the account of users who are determined to be repeat infringers. The terms of the Copyright Policy are incorporated into the TOS by this reference.
Failure to Comply With Terms and Conditions and Termination
You acknowledge and agree that Netcapital may terminate your password or account or deny you access to all or part of the Site without prior notice if you engage in any conduct or activities that Netcapital in its sole discretion believes violate any of the terms and conditions, violate the rights of Netcapital, or is otherwise inappropriate for continued access.
You acknowledge and agree that Netcapital may in its sole discretion deny you access through Netcapital to any materials stored on the Internet, or to access third party services, merchandise or information on the Internet through Netcapital, and Netcapital shall have no responsibility to notify any third-party providers of services, merchandise or information nor any responsibility for any consequences resulting from lack of notification.
You agree to defend, indemnify and hold Netcapital and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Site or the placement or transmission of any message, information, software or other materials through the Site by you or users of your account or related to any violation of these Terms of Service by you or users of your account.
Links from and to this Website
You acknowledge and agree that Netcapital and any of its website co-branding providers have no responsibility for the accuracy or availability of information provided by linked sites. Links to external websites do not constitute an endorsement by Netcapital or its website co-branding providers of the sponsors of such sites or the content, products, advertising or other materials presented on such sites.
Information in the many web pages that are linked to Netcapital’s website comes from a variety of sources. Some of this information comes from official Netcapital licensees, but much of it comes from unofficial or unaffiliated organizations and individuals, both internal and external to Netcapital. Netcapital does not author, edit, or monitor these unofficial pages or links. You acknowledge and agree that Netcapital and its website co-branding providers shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such external sites or resources.
Opinions, advice, statements, offers or other information or content made available through the Site are those of their respective authors and not of Netcapital, and should not necessarily be relied on. Such authors are solely responsible for the accuracy of such content. Netcapital does not guarantee the accuracy, completeness, or usefulness of any information on the Site and neither adopts nor endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made. Under no circumstances will Netcapital be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Site.
Netcapital may take reasonable and appropriate measures, including encryption, to ensure that your personal information is disclosed only to those specified by you. However, the Internet is an open system and we cannot and do not guarantee that the personal information you have entered will not be intercepted by others and decrypted.
If you wish to make purchases through the Site, you may be asked by the payment processing company, or information or service provider from whom you are making the purchase to supply certain information, including credit card or other payment mechanism information. You agree not to hold Netcapital liable for any loss or damage of any sort incurred as a result of any such dealings with any merchant or information or service provider through the Site. You agree that all information you provide any merchant or information or service provider through the Site for purposes of making purchases will be accurate, complete and current. The merchants and information and service providers offering merchandise, information and services through the Site set their own prices and may change prices or institute new prices at any time. You agree to pay all charges incurred by users of your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You also will be responsible for paying any applicable taxes relating to purchases through the Site.
You shall pay the purchase price for the Securities for any purchase on the Site. In addition, you shall pay any applicable transaction fees in connection with any Transaction on the Site. Investor agrees to buy the number or dollar amount of Securities that is entered by you and paid for on the Site. Once such purchase of securities by Investor can no longer be changed, cancelled or withdrawn pursuant to Section 4(a)(6) of the Securities Act and the rules adopted thereunder, such purchase is irrevocable by you and you unconditionally owe the purchase price relating to the Transaction. Any revocation of a payment made for a Transaction shall be deemed a breach of this TOS; provided, however, if you exercising your right to cancel an offer to purchase Section 4(a)(6) Securities within the timeframe indicated in the Transaction Confirmation shall not be deemed a revocation of payment. If you choose to use an ACH or wire transfer or credit and/or debit cards on the Site to fund any deposit or investment commitment on Netcapital, you agree that you will not request, submit or otherwise seek to process or obtain nor shall be entitled to any refund of any amount charged or debited for any purchase transaction on your bank account or such card commencing at the earlier to occur of the deadline for you to withdraw from the offering of the closing of the offering.
You will defend, indemnify and hold harmless Netcapital, its officers, directors, employees, agents and third parties, for any losses, costs and expenses (including reasonable attorney’s fees) relating to or arising out of your use of the Site, including but not limited to, any breach by you of the terms of this agreement, provided, however that this provision shall not apply to any losses, costs, liabilities and expenses relating to or arising out of Netcapital’s failure to comply with all applicable securities laws and regulations in connection with its role as an intermediary.
Disclaimer and Limitation of Liability
In no event will Netcapital be liable: (i) to you for any incidental, consequential, or indirect damages arising out of the use or inability to use the Site, even if the Site or its agents or representatives know or have been advised of the possibility of such damages, except for instances in which Netcapital 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 Site 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 Site.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, NETCAPITAL 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. NETCAPITAL 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 NETCAPITAL 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 NETCAPITAL OR SUCH THIRD PARTIES.
NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, WHETHER OBTAINED BY YOU FROM NETCAPITAL, FROM A NETCAPITAL EMPLOYEE OR AGENT OR THROUGH OR FROM THE WEBSITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. NETCAPITAL 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 NETCAPITAL 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.
The Terms of Service and the relationship between you and Netcapital shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. You and Netcapital agree to submit to the personal and exclusive jurisdiction of the courts located within the Commonwealth of Massachusetts.
The failure of Netcapital to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
Last Modified on July 10, 2020