CleanCapital.com (collectively, the ‘Site’) is operated by CleanCapital, LLC, a Delaware limited liability company (together with its subsidiaries and affiliates, the ‘Company,’ ‘CleanCapital,’ ‘we,’ or ‘us’). By accessing or using the Site, you (the ‘User’) confirm that you have read, understand and agree to be bound by these terms of service (these ‘Terms of Service’). These Terms of Service govern your access and use of the Site and all content, services and/or products provided through the Service.
Changes to these Terms of Service
We may change these Terms of Service at any time. Revised Terms of Service will be posted on the Site with the date the Terms of Service were last revised. You understand and agree that your continued use of the Site after we have made any such changes constitutes your acceptance of the new Terms of Service.
This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of, or access to, the Site by anyone under the age of eighteen (18) years is unauthorized, unlicensed and in violation of these Terms of Service. By using the Service or the Site, you represent and warrant that you are eighteen (18) years of age or older and that you agree to abide by all of the terms and conditions of these Terms of Service.
Portions of the Site that describe actual investment opportunities or offerings of securities are available only to certain qualified, registered and authorized users. The Site may not be available in some jurisdictions or to all Users.
Only ‘accredited investors’ as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the ‘Securities Act’) are authorized to access such services and web pages (such persons being ‘Accredited Investors’). An Accredited Investor means an individual with 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 the expectation of a similarly qualifying income during the current year. You may be required to provide supporting documents to CleanCapital that provides proof that you are an Accredited Investor including a detailed questionnaire and background information. Your failure to provide such information is cause for CleanCapital to discontinue your use of the Site.
The Site may not be used by any person or entity in any jurisdiction where the provision or use of the Site would be contrary to the respective applicable laws, rules or regulations of any governmental authority.
Securities Products and Investor Qualifications
The Site 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. CleanCapital 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 Site 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 CleanCapital for violations of this Agreement.
Investment listings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Additionally, Investors may receive restricted stock that may be subject to holding period requirements. Investing in private placements involves risk and liquidity constraints. Investors often hold securities for a long period of time. Investments are currently only available to ‘Accredited Investors’. An ‘Accredited Investor’ must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year. Associated persons of CleanCapital who are Accredited Investors may choose, from time to time, to invest in offerings listed on the Site.
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. CleanCapital may not have verified all information contained in offering materials on the Site. 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.
None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. Investors may choose to invest in a company without accessing all portions of the Site. Please note that Investors may not see all information regarding a company prior to making investment decisions. The information contained in the Site has been prepared by 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 CleanCapital 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.
Content provided in the site includes forward looking statements. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of the Site and/or the Service.
ANY FORWARD-LOOKING STATEMENTS INCLUDED ON THE SITE, INCLUDING ANY PROJECTIONS SET FORTH THEREIN, ARE NOT HISTORICAL FACTS OR GUARANTEES OF PERFORMANCE, BUT RATHER ARE BASED UPON CLEANCAPITAL’S CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS ABOUT A PARTICULAR OPPORTUNITY. WORDS SUCH AS ‘ANTICIPATES,’ ‘EXPECTS,’ ‘INTENDS,’ ‘PLANS,’ ‘BELIEVES,’ ‘SEEKS,’ ‘HOPES,’ ‘ESTIMATES,’ ‘PROJECTS,’ AND SIMILAR EXPRESSIONS AND VARIATIONS OF THESE EXPRESSIONS, OR FUTURE OR CONDITIONAL WORDS SUCH AS ‘WILL,’ ‘WOULD,’ ‘SHOULD,’ ‘COULD,’ OR ‘MAY,’ ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS, MANY OF WHICH ARE BEYOND THE CONTROL OF CLEANCAPITAL, ARE DIFFICULT TO PREDICT, AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR FORECASTED IN THE FORWARD-LOOKING STATEMENTS.
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) (a ‘Disqualifying Event’). You represent that you are not subject to a Disqualifying Event and that you will promptly notify Realty Mogul in writing should any Disqualifying Events be applicable to you. Realty Mogul is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. CLEANCAPITAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
THE INFORMATION PROVIDED ON THE SITE IS CONFIDENTIAL AND HAS BEEN PREPARED SOLELY FOR THE USERS OF THE SITE. NO PERSON OR ENTITY IS PERMITTED TO RELY UPON OR USE THIS INFORMATION FOR ANY PURPOSE OTHER THAN INFORMATIONAL PURPOSES. UNDER NO CIRCUMSTANCE CAN THIS INFORMATION BE COPIED, CIRCULATED OR DISCLOSED BY ANY USER TO ANY PERSON. NEITHER CLEANCAPITAL AND ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES OR REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OF ANY INFORMATION PROVIDED BY THIRD PARTIES (‘THIRD PARTY CONTENT’), WHICH INCLUDES SUMMARIES AND CONCLUSIONS OF REPORTS AND STATEMENTS OF THIRD PARTIES (INCLUDING MATERIAL FURNISHED BY THE SELLER OF THE LOAN DESCRIBED HEREIN), NONE OF WHICH IS GUARANTEED BY ANY OF CLEANCAPITAL, ITS AFFILIATES OR THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES OR REPRESENTATIVES TO BE ACCURATE OR COMPLETE IN ANY RESPECT.
We do not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User of the Site or Service.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Service. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third Party Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
We reserve the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by CleanCapital.
Registration Data; Account Security
In consideration of your use of the Site and Service, 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 and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
Proprietary Rights in Site Content; Limited License
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the ‘Site Content’), is CleanCapital’s proprietary property with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of the Site, you are granted a limited, revocable, license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not, without our express written consent, republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of CleanCapital, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
Use of Links
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify CleanCapital as soon as possible by sending an email to info@CleanCapital.com, or by contacting CleanCapital’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.
CleanCapital’s agent may be contacted at:
c/o GKL Registered Agents, Inc.
3500 S DuPont Highway
Dover, Delaware 19901
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, CleanCapital will also terminate a User’s account if the user is determined to be a repeat infringer.
You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail at:
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
The CleanCapital logo is a trademarks and service mark of CleanCapital. CleanCapital or its licensors own and retain all proprietary rights in the Site and all material and information posted thereon (“Content”). The Site contains the copyrighted material, trademarks and other proprietary information of CleanCapital and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of CleanCapital.
In addition, to the extent you receive information from CleanCapital, 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 CleanCapital may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any 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 CleanCapital, its users, or the public.
Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL CLEANCAPITAL OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF CLEANCAPITAL IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF CLEANCAPITAL OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Governing Law; Arbitration
By visiting or using the Site and/or the Service, you agree that the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service. By agreeing to these Terms of Service and using the Site, you agree to submit to personal jurisdiction in New York for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in New York, NY. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either CleanCapital or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
You agree to indemnify and hold CleanCapital, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, shareholders, employees and representatives, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Site, your conduct in connection with the Site or with other Users of the Site, or any violation of these Terms of Service or of any law or the rights of any third party, any of your User Content, and any Third Party Content you post or share on or through the Site.
CleanCapital 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. 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.
The failure of CleanCapital to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.