I-Bankers Direct reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and I-Bankers Direct does not undertake any obligation or responsibility to update or amend any such information. I-Bankers Direct may discontinue or change any product or service described in or offered on the I-Bankers Direct Site at any time. I-Bankers Direct further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that I-Bankers Direct and its parents, subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
The Site is not Intended for Children
The Site is intended to be used by adults only, and is not intended to be used by children. No one under the age of eighteen (18) may register on the Site, and by registering for and using the Site, you are certifying that you are not under eighteen (18) years of age. We do not collect personally identifiable information from any person whom we actually know is under the age of eighteen (18).
The Service is available only to Accredited Investors who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. I-Bankers Direct may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify I-Bankers Direct for violations of this Agreement.
Company listings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Additionally, Investors will generally receive restricted stock that subject to holding period requirements of at least six months and more often for one year. Companies seeking private placement investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, some offerings may be made available only to certain institutional investors and high net worth individuals and entities.
Regulation D offerings
As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. Currently, only accredited investors can invest in Regulation D offerings. Accredited entities must have assets of at least $5 million (or all individual owners of the entity must meet the accredited investor tests) or must be a bank, insurance company, registered investment company, business development company or small business investment company. Accredited individuals must have a net worth of more than $1 million, excluding the individual’s primary residence, or the individual’s gross income for each of the last two years must be at least $200,000 (or $300,000 with spouse) with the expectation of the same income in the current year.
Regulation A+ and CF offerings:
Investors that do not meet accreditation eligibility requirements can still invest in some offerings, which are registered with the SEC under Regulation A+ or Regulation CF. Some limitations apply: (The below limits do not apply to accredited investors)
For Regulation A+: Stock purchases are limited to 10% of the greater of annual income or net worth, annually.
For Regulation CF: Stock purchases are limited to 10% of the lesser of annual income or net worth. If annual income is under $100K, purchases are limited to $2000 or 5% of the lesser of annual income or net worth.
The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
Purchase of Securities Products
Investors are only charged if the Offering reaches its closing amount. As an Investor, you provide your payment information when you pledge to purchase stock, but you will not be charged. Your payment will only be collected if, and when the Offering reaches its closing amount. The exact amount you pledged is the amount I-Bankers Direct, LLC will collect. If the campaign has not reached its closing amount, you won’t be charged, and no funds will be collected. In some cases, I-Bankers Direct, LLC, or its payment partners, may reserve the charge on your card.
Cancellations & Refunds
You may cancel your pledged purchase of securities at any time before the Offering’s funding goal is reached. If the goal has been reached, I-Bankers Direct, LLC cannot cancel the transaction, and any refund for securities purchased must be negotiated between the Investor and the representatives or management of the Offering.
Delivery of Stock Certificates
After the Offering has reached its funding goal, stock certificates will be issued to Investors by the management or representatives of the Offering. I-Bankers Direct, LLC will furnish the Offering’s representatives with any purchase information necessary to issue stock certificates.
None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular User’s investment requirements or financial situation. The information and services provided on the Site are not provided to, and 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 I-Bankers Direct is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.
Modification of Agreement
“Confidential Information” means any information about an Issuer company found under “Browse Investments”. By way of example and without limitation, Confidential Information includes (i) the fact that the Issuer company is making the offering, (ii) the terms of each offering in whatever form presented, (iii) the information contained in the offering memorandum or similar document, (iv) any agreement or other document posted, (v) any video conference or other presentation relating to the offering and (vi) any Issuer company information posted on the Bulletin Board. Confidential Information also includes any additional information provided by any Issuer company upon your request.
By using this Site, you agree (i) to keep Confidential Information confidential, (ii) not to disclose Confidential Information to any third party and (iii) to use Confidential Information only to make a decision about whether to invest in the securities of an Issuer company listed on the Site. You may disclose Confidential Information to your attorneys, accounts and other experts as long as they also agree to keep the Confidential Information confidential in accordance with the previous sentence.
Your obligation to keep Confidential Information confidential does not apply to any information: (i) that you lawfully knew without restriction on disclosure either before you accessed it on this Site or before you received it from the Issuer company, (ii) that is or becomes public without your breaching your obligation of confidentiality, (iii) you developed independently without use of the Confidential Information, as evidenced by appropriate documentation, (iv) that is hereafter lawfully furnished you by a third party without restriction on disclosure, or (v) that is required to be disclosed pursuant to a requirement of a government agency or law, provided you give prompt notice to I-Bankers of such requirement prior to disclosure.
You acknowledge and agree that due to the unique nature of Confidential Information, there can be no adequate remedy at law for any breach of your obligations hereunder, and that any such breach may result in irreparable harm to I-Bankers or an Issuer company, and therefore, that upon any such breach or any threat thereof, we will be entitled to seek appropriate equitable relief from a court of competent jurisdiction in addition to whatever remedies either we have at law or equity.
Intellectual Property and Proprietary Rights
Unless otherwise indicated, the Site and its design, text, content, selection and arrangement of elements, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) laws, including without limitation those of the United States, and all rights therein are the property of I-Bankers Direct, or the material is included with the permission of the rights owner, and is protected pursuant to applicable copyright and trademark laws.
You acknowledge that I-Bankers Direct owns all right, title and interest in and to all of the information on the Site, and all underlying software and technology, including without limitation all Intellectual Property Rights. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You may not alter, modify, publish, distribute, publicly display or sell any of such information or other such proprietary information, or otherwise copy or transmit any such proprietary information, without the express written permission of I-Bankers Direct.
TRADEMARKS. Certain of the names, logos, and other materials displayed on the Site constitute trademarks, tradenames, service marks or logos (“Marks”) of I-Bankers Direct or other entities. The Marks include the I-Bankers Direct logo, which is a trademark and service mark of I-Bankers Direct. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
COPYRIGHTS; RESTRICTIONS ON USE. The content made available to you through the Site, including without limitation, text, databases, software, code, music, sound, photos, and graphics (“Our Content”), is (1) copyrighted by I-Bankers Direct and/or its licensors under United States and international copyright laws, (2) subject to other intellectual property and proprietary rights and laws, and (3) owned by I-Bankers Direct or its licensors. Our Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, publicly performed, publicly displayed, or redistributed in any way without our prior written permission and the prior written permission of the applicable owner. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Content.
In addition, to the extent you receive information from I-Bankers Direct, Issuers or other Investors with respect to any investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Issuer or Investor. You agree that I-Bankers Direct may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and content submitted by you (“Your Content”) in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any of Your Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of I-Bankers Direct, its users, or the public.
Our Services and certain pages of the Site are available only to Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening and/or identification verification. Only users of I-Bankers Direct with a valid User ID and password are authorized to access such services and web pages.
Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party’s use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. I-Bankers Direct reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at firstname.lastname@example.org.
Use of Links
Third Party Content
Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively “Third Party Content”, and together with Our Content “Content”). I-Bankers Direct does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that I-Bankers Direct is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify I-Bankers Direct as soon as possible by sending an email to email@example.com, or by contacting I-Bankers Direct’s Agent (listed below) with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (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 us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have 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; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
I-Bankers Direct’s agent may be contacted at:I-Bankers Direct
535 5th Avenue, 4th floor
New York, NY 10017
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, I-Bankers Direct will also terminate a User’s account if the user is determined to be a repeat infringer.
I-Bankers Direct may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. FURTHER, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE AND SERVICE.
If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
I-Bankers Direct has no special relationship with or fiduciary duty to you. You acknowledge that I-Bankers Direct has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release I-Bankers Direct from all liability for you having acquired or not acquired Content through the Site. I-Bankers Direct makes no representations concerning any Content contained in or accessed through the Site, and I-Bankers Direct will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
I-Bankers Direct neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK. ACCESS TO THE SITE, THE SITE, AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. I-BANKERS DIRECT, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE WITH RESPECT TO THE SITE OR THE SERVICE PROVIDED THEREBY OR WITH RESPECT TO ANY WEBSITE TO WHICH THE SITE IS LINKED. I-BANKERS DIRECT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE (i) ACCURACY, COMPLETENESS, CORRECTNESS OR TIMELINESS OF THE SITE OR THE SERVICE, (ii) THE QUALITY AND SECURITY OF THE SITE OR THE SERVICE, OR (iii) THE INABILITY TO ACCESS THE SITE, THE SERVICE OR ITS CONTENT, INCLUDING WHETHER THE SITE OR SERVICE WILL BE FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE AND THE SERVICE. WHEN USING THE SITE AND THE SERVICE, INFORMATION WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF I-BANKERS DIRECT. ACCORDINGLY, I-BANKERS DIRECT ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE SITE AND THE SERVICE, AND YOU (AND NOT I-BANKERS DIRECT) ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION. YOUR USE OF THE SITE AND THE SERVICE IS SOLELY AT YOUR OWN RISK.
I-BANKERS DIRECT MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD PARTY DATA PROVIDED TO I-BANKERS DIRECT OR ITS TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. I-BANKERS DIRECT WILL NOT BE LIABLE IN ANY WAY TO YOU OR TO ANY OTHER PERSON FOR ANY INACCURACY, ERROR OR DELAY IN OR OMISSION OF ANY THIRD PARTY DATA OR THE TRANSMISSION OR DELIVERY OF ANY SUCH THIRD PARTY DATA AND ANY LOSS OR DAMAGE ARISING FROM (A) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, (B) NON-PERFORMANCE OR (C) INTERRUPTION IN ANY SUCH THIRD PARTY DATA DUE EITHER TO ANY NEGLIGENT ACT OR OMISSION BY I-BANKERS DIRECT OR “FORCE MAJEURE” OR ANY OTHER CAUSE BEYOND THE CONTROL OF I-BANKERS DIRECT.
Electronic Communication Privacy Act Notice (18 U.S.C. 2701-2711): I-Bankers Direct makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. I-Bankers Direct will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on I-Bankers Direct’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless I-Bankers Direct, its parents and affiliates and each of its, and its parents and affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, damages, losses, costs, expenses and fees, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from any submissions by you, violation of the Agreement, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. I-Bankers Direct 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 I-Bankers Direct in asserting any available defenses.
Limitation of Liability
YOU AGREE THAT I-BANKERS DIRECT SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES SUFFERED AS A RESULT OF ACCESSING, USING, PRINTING, COPYING OR DOWNLOADING ANYTHING FROM THE SITE OR USE OF THE SERVICE. IN NO EVENT SHALL I-BANKERS DIRECT, OR ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE OR THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DAMAGES SUFFERED AS A RESULT OF ACCESSING, USING, PRINTING, COPYING OR DOWNLOADING ANYTHING FROM THE SITE OR THE SERVICE IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL I-BANKERS DIRECT, NOR ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE SITE OR THE SERVICE.
Governing Law; Arbitration
You agree that this Agreement (and any further rules, policies or guidelines incorporated by reference herein), including, without limitation, its validity, construction, interpretation and performance, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and I-Bankers Direct, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration conducted in the City and County of New York and administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against I-Bankers Direct only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Notwithstanding the foregoing, I-Bankers or an Issuer company may bring an action for equitable relief in a court of competent jurisdiction without first arbitrating with respect to any claim that you have wrongfully disclosed Confidential Information.
Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password, login information and Registration Data; (c) maintain and promptly update the Registration Data, and any other information that you provide to I-Bankers Direct, and to keep such Registration Data accurate, current and complete; and (d) accept all risks of unauthorized access to your account, the Registration Data and any other information you provide to I-Bankers Direct.
Reservation of Rights
I-Bankers Direct reserves all rights not expressly granted to you herein.
Integration and Severability
535 5th Ave
New York, NY 10017
(214) 687 0020