These terms and conditions (the “Terms and Conditions”) govern your use of RhodiumInvest.com (the “Site”) website(s), mobile site(s), and other media and any content made available in any form from or through this Site. We may change the Terms and Conditions from time to time, at any time without notice to you, by posting such changes on the Site. Your use of the Site is subject to your agreement to these Terms and Conditions. BY REGISTERING AND/OR USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS. If you do not agree to these Terms and Conditions, you may not use this Site. The materials contained in this website are protected by applicable copyright and trademark law.
1. Eligibility; Registration.
- Eligibility. Only individuals over the age of 18 that are Accredited Investors (see definition in Section 6 of these Terms & Conditions) are eligible to register on the Site (“Eligible Persons”). By registering and/or using the Site, you are representing and warranting that you are 18 years or older and that you are an Accredited Investor, and you agree to receive communications from us regarding investment opportunities available through, and are requesting access to, our wealth-creation platform (the “Platform”) that gives individual investors access to institutional-grade real estate investment opportunities via our affiliated website https://invest.rhodiumre.com. All Eligible Persons who register on the Site will have all the rights and responsibilities associated therewith, and may be required to provide additional information and/or meet certain requirements (including, without limitation, third party verification of your Accredited Investor status) prior to receiving information regarding investment opportunities, or receiving access to and making investments via the Platform. You acknowledge and agree that we allow registration at the Site based on this representation and warranty and in reliance on the accuracy thereof, and that we have no obligation to verify or confirm that you meet the requirements set forth herein before allowing you to register on the Site. We may, for any reason or no reason and in our sole and absolute discretion, at any time declineor cease to provide you with information regarding investment opportunities and/or access to the Platform.
- Registration. When you registeron the Site,you must provide and/or affirm certain information(all such information referred to hereinafter as “Information”), which may include certain personalized information, such as a valid e-mail address, phone number,zip and/or country code, and your status as an Accredited Investor. You represent and warrant that any and all information you provide to us shall be accurate and complete in all respects. If, at any time in the future, there are any changes to the information you have provided usthen you must contact us to update this information.
2. Proprietary Rights.
- In General. As between you and us, we own, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, etc.), code, data and materials thereon, the look and feel, design and organization of our Site, and the compilation of the content, code, data and materials on our Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights and other intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership of any content, code, data or materials you may access on or through the same.
- Trademarks. The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on our Site or on content available through our Site are our registered and/or unregistered Trademarks and the registered/unregistered Trademarks of others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders. All Trademarks not owned by us that appear on our Site are the property of their respective owners. Nothing contained on our Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without our prior written permission or of the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on our Site is strictly prohibited.
3. Limited License.
You may access and view the content on our Site on your computer, mobile device, or other device and, unless otherwise indicated in these Terms and Conditions or on our Site, make copies or prints of the content on the Site only for internal, non-commercial use within your organization. No other use of the information is authorized. In consideration of this authorization, you agree that any copy of these materials which you make shall retain all copyright and other proprietary notices in the same form and manner as on the original. Except as specified above, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark or copyright of Rhodium Capital Advisors or any third party.
4. Prohibited Use.
Any commercial or promotional distribution, publishing or exploitation of our Site, or any content, code, data or materials on our Site, is strictly prohibited unless you have received the express prior written permission from our authorized personnel or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Site. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, any of the content, code, data, or other materials on or available through our Site, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. You acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through our Site. If you make other use of our Site, or the content, code, data or materials thereon or available through our 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 liability for such unauthorized use.
5. User Information.
6. Accredited Investor.
Federal law and regulations restrict investment in certain securities offerings by non-accredited investors. One reason these offerings are limited to accredited investors is to ensure that all participating investors are financially sophisticated and able to fend for themselves or sustain the risk of loss, thus rendering unnecessary the protections that come from a registered offering. Unlike offerings registered with the U.S. Securities and Exchange Commission in which certain information is required to be disclosed, companies and private fundsengaging in these exempt offerings do not have to make prescribed disclosures to accredited investors. These offerings involve unique risks and you should be aware that you could lose your entire investment. Accordingly, to be an Eligible Person permitted to register on theSite, you must qualify as an “Accredited Investor,” as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (“Accredited Investor”). Prior to investing, you may be required to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an Accredited Investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering on the Site, you represent and warrant that you are an Accredited Investor, meaning that you meet at least one of the following criteria:
- If you are a natural person, then you either:
- Earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expect the same for the current year; or
- Have a net worth over $1 million, either alone or together with a spouse, excluding the value of your primary residence.
- If you are not a natural person, then you are one of the following:
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a business in which all the equity owners are accredited investors; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
Note: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
YOU MUST MEET ONE OF THE ABOVE CRITERIA TO BE AN ELIGIBLE PERSON AND REGISTER ON THE SITE. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS.
You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide us with such information in writing.
7. Securities Products; No Professional Advice Provided
None of the information contained on the Site, or obtained through the Site, any affiliated websites, the Platform, or otherwise communicated or provided constitutes a recommendation, solicitation or offer by us, our affiliates or third-parties to buy or sell any securities, futures, options or other financial instruments or other assets, or provide any investment advice or service. The Site and the information 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, regulatory or self-regulatory organization or clearing organization, or where the Site is not authorized to provide such information or services. The Site and all content, services and features available through the Site are intended for informational purposes only. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON THE SITE OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. WE DO NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS INTO WHICH YOU MAY ENTER. Featuring of or posting on the Site of, or otherwise communicating or providing to you, any information does not constitute our endorsement or representation of the quality of any such information. No governmental agency has reviewed the information posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein. The Site is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. The Site does not recommend or otherwise suggest that any investor make any investment.
8. Submitted Materials.
- Right to Monitor. We reserve the right, but do not have an obligation, to monitor and/or review all materials posted to our Site, and we are not responsible for any such materials posted by users, including, without limitation, our employees or representatives. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable, inappropriate, improper or in violation of these Terms and Conditions, our policies or applicable law. We may also impose limits on certain website(s) or media or restrict your access to part or all of the Site or any forums, discussions or media available through the Site without notice or penalty if we believe you are in breach of the provisions set forth in this paragraph, our Terms and Conditions, or applicable law, or for any other reason without notice or liability.
- Prohibited Use. You agree that you shall not upload, post, transmit, distribute or otherwise publish through our Site, or any service or feature made available on or through the same, any materials which (i) restrict or inhibit any other user from using and enjoying our Site, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including us or our personnel. You alone are responsible for the content and consequences of any of your activities.
9. Prohibited Conduct.
- You warrant and agree that, while using our Site, you shall not: (i) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (ii) insert your own or a third party’s advertising, branding or other promotional content into any of our Site’s content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or (iii) attempt to gain unauthorized access to other computer systems through our Site.
- You shall not: (i) seek to obtain sensitive or personally identifiable information from other users of our Site or engage in any automatic means of obtaining lists of users or other information from or through our Site, including without limitation any information residing on any server or database connected to our Site; (ii) subject our Site to any virus, Trojan horses, worms, time bombs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, corrupt or expropriate any system, data or personal information; (iii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iv) use our Site in any manner with the intent to directly or indirectly interrupt, damage, disable, overburden, or impair the same, including, without limitation, sending spam, junk mail or other unsolicited messages or “flooding” servers with requests; (v) modify or alter any portion of our Site; (vi) use our Site in violation of our or any third party’s intellectual property or other proprietary or legal rights; or (vii) use our Site in violation of any applicable law.
- You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with our Site, or any content thereof, or make any unauthorized use thereof. You agree that you shall not use our Site in any manner that could damage, disable, overburden, or impair the same or interfere with any other party’s use and enjoyment of our Site. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through our Site.
10. Linking to the Site.
You agree that if you include a link on any other website to any portion of our Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of the applicable portion of the Site. You are not permitted to link directly to any image hosted on the Site, including, without limitation, “in-line” linking. You agree not to download or use images hosted on our Site, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other web site to our Site in any manner such that our Site, or any page of our Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to require at any time that any link to our Site be discontinued and, upon written notice to you, to revoke your right to link to our Site from any other website, if applicable.
11. Third Party Web Sites.
You may be able to link from our Site to third party websites and third party websites may link to our Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such web sites or the information, content, products, services, advertising, code or other materials presented on or through such websites. The inclusion of any link to such sites on our Site does not imply our endorsement, sponsorship, or recommendation of that site. We disclaim any liability for links from another website to our Site and to another website from our Site. We cannot guarantee the standards of any website to which links are provided on our Site nor shall we be held responsible for the contents of such sites, or any subsequent links. We do not represent or warrant that the contents of any third party website is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, we are not responsible for any transmission received from any linked website. Any reliance on the contents of a third party website is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.
12. Not Responsible for Errors.
We take reasonable efforts to maintain the currency of ourSite.Our Site may contain errors, may be missing information or may not be current. We reserve the right to correct any errors or omissions and to update information at any time without prior notice. We are not responsible for incorrect or incomplete information. If you become aware of an error, you may submit corrections to us via email to email@example.com.
13. Third Parties are Independent.
WE ARE NOT LIABLE FOR ANY PRODUCTS OR SERVICES PROVIDED BY OR THROUGH ANY THIRD PARTY OR FOR ANY ERROR, OMISSION OR INACCURACY IN ADVERTISING MATERIAL OR FOR ANY LIABILITY RESULTING DIRECTLY OR INDIRECTLY FROM A PRODUCT OR SERVICE PROVIDED BY ANY THIRD PARTY IN CONNECTION WITH THE SITE.In the event that a dispute arises between and any third party with respect to any of the foregoing, you agree that the Site and its affiliates are not responsible or liable for any loss or damage incurred as the result of such interaction or dispute. The Site and its affiliates are released from all claims and damages resulting from or connected to any and all such disputes.
15. Copyright Infringement.
We respect the intellectual property rights of others, and require that the people who use our Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please submit the following information via email to firstname.lastname@example.org.:
- Your address, telephone number, and email address;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the alleged infringing material is located;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
You agree to defend, indemnify and hold us and our directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including attorneys’ fees, arising in any way from your use of the Site, your placement or transmission of any message, content, information, or other materials through the Site, or your breach or violation of the law or of these Terms and Conditions. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
17. DISCLAIMER OF WARRANTIES.
- THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE SAME, ARE PROVIDED “AS IS,” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE SITE’S CONTENT, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE SITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE OR THE PROVIDED SERVICES WILL MEET USERS' REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO CONTENT, OR AUDIO CONTENT FROM THE SITE.IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
- WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE SITE IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE NEITHER ENDORSE NOR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE SITE, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE, INDECENT, UNLAWFUL OR INFRINGING POSTING MADE THEREON BY ANYONE OTHER THAN OUR AUTHORIZED EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS OF THE WEB SITE). IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE.
18. LIMITATION OF LIABILITY.
IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OUR AFFILIATES, OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE THE SITE, OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE SITE.
We may terminate, change, suspend or discontinue any aspect of the Site at any time. We may restrict, suspend or terminate your access to the Site if we believe you are in breach of our Terms and Conditions or applicable law, or for any other reason without notice or liability. We maintain a policy that provides for the termination in appropriate circumstances of the Site use privileges of users who are repeat infringers of intellectual property rights.
20. Changes to Terms and Conditions.
We reserve the right, at our sole discretion, to change, modify, add or remove any portion of the Terms and Conditions, in whole or in part, at any time. Changes in the Terms and Conditions will be effective when posted. Your continued use of the Site after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.
These Terms and Conditions, and the relationship between you and us, shall be governed by the laws of the State of New York, United States of America. You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard in the appropriate court in the County and State of New York, United States of America. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the County and State of New York. The Site is operated from facilities within the United States, and we make no representations that the Site and/or its services are appropriate or available for use in other jurisdictions. Users shall not access our services from territories where the content of our Site is prohibited. It is your responsibility to be aware of the laws and regulations of your country of residence which may apply to use of our Site. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions 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 and Conditions remain in full force and effect. All parties to these Terms and Conditions waive their respective rights to a trial by jury.