Effective Date: February 7, 2014
These User Terms are Legally Binding
GroundBreaker reserves the right, in its sole discretion, without any obligation and without any notice requirement, to suspend and/or deny access to the Site for any reason. GroundBreaker may discontinue or change any product or service described in or offered on the GroundBreaker Site at any time. GroundBreaker 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 GroundBreaker will not be liable to you or to any third party for any such modification, suspension or discontinuance.
The Site is available only to investors who are at least 18 years old. Investments offered through the Site are only available to “accredited investors,” as defined by SEC Regulation D Rule 501. Currently, entities must have assets of at least $5 million (or all individual owners must meet accredited investor tests). Individuals 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. 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. GroundBreaker may, in its sole discretion, refuse to grant or discontinue access to the Site 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 GroundBreaker for violations of this Agreement.
You may not list, offer to sell or solicit orders to buy securities from Investors, unless GroundBreaker has authorized such listing and you have satisfied any terms and conditions and agreed to such restrictions that GroundBreaker may impose. In particular, you may not use the Site in a manner that could cause GroundBreaker to have to register any of the securities listed on the Site with the SEC or be treated as an underwriter or investment advisor. Sponsors are responsible for ensuring that their offering materials and procedures (including investor solicitations) comply with all applicable laws and regulations.
Listings on this Site are only suitable for 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 may receive restricted stock that may be subject to holding period requirements. 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.
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 and GroundBreaker does not provide such advice. Investors are responsible for conducting any legal, accounting or due diligence review of any listed offerings. You should obtain legal, 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. 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 GroundBreaker 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
The GroundBreaker logo, as terrible as it might be, is a trademark and service mark of GroundBreaker. GroundBreaker 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 GroundBreaker 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 GroundBreaker.
In addition, to the extent you receive information from GroundBreaker, Sponsors 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 Sponsor or investor. You agree that GroundBreaker 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 GroundBreaker, its users, or the public.
Confidentiality and Non-Use
Notwithstanding the above, you may disclose deal information posted on the Site, without violating the foregoing obligations, to the extent such disclosure is required by a valid order of a court or other governmental body, provided that you (to the extent legally allowed to do so) notify GroundBreaker prior to such disclosure so that GroundBreaker can, at its expense, obtain a protective order to prevent or limit the disclosure.
The Sponsors are express third party beneficiaries to the provisions of this Section and you agree that your breach of such provisions will cause irreparable damage to the Sponsor and GroundBreaker for which recovery of damages would be inadequate, and that the Sponsor or GroundBreaker will be entitled to obtain timely injunctive relief, as well as such further relief as may be granted by a court of competent jurisdiction.
As described above in "Summary”, the Site is available only to investors who have been authorized by us to access the Site. Only users of GroundBreaker with a valid User ID and password are authorized to access the password-protected sections of the Site.
Unauthorized use of the Site, 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 interfere with any other party's use and enjoyment of the Site. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. In particular, you may not use the Site to market services, such as investment advisory services, that might cause GroundBreaker to have to register as a broker-dealer or investment adviser with the SEC or any state securities regulator. 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. GroundBreaker 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.
otwithstanding 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"). Sponsors assume full responsibility for all information that they upload to the Site or otherwise provided to investors. The information and materials provided by the Sponsor and all other statements and communications by the relevant Sponsor, constitute Third Party Content. GroundBreaker will only assume responsibility for information relating to offerings arranged by it or its affiliates. GroundBreaker has relied on Third Party Content being complete and accurate in all material respects, without independent verification thereof. You are responsible for reviewing and conducting your own due diligence with respect to all such Third Party Content. GroundBreaker 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. Except for offerings arranged by GroundBreaker or its affiliates, which will be identified as such, GroundBreaker does not endorse in any way the offerings listed on the Site or assume any responsibility for the same. You acknowledge and agree that GroundBreaker 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 GroundBreaker as soon as possible by sending an email to email@example.com, 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.
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, GroundBreaker will also terminate a User's account if the user is determined to be a repeat infringer.
GroundBreaker may terminate your access to all or any part of the Site 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.
GroundBreaker has no special relationship with or fiduciary duty to you. You acknowledge that GroundBreaker 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 GroundBreaker from all liability for you having acquired or not acquired Content through the Site. GroundBreaker makes no representations concerning any Content contained in or accessed through the Site, and GroundBreaker will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. By joining the Site, you agree to have a public profile that may be viewed by all other users and that any other member may contact you through the Site.
GroundBreaker does not represent, warrant, covenant, guarantee, or promise any specific results from use of the Site.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SITE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.
GroundBreaker makes no representation or warranty, express or implied, with respect to any third party data provided to GroundBreaker or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. GroundBreaker 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 GroundBreaker or "force majeure" or any other cause beyond the control of GroundBreaker.
THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK.
Electronic Communication Privacy Act Notice (18 USC 2701-2711): GroundBreaker makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. GroundBreaker 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 GroundBreaker's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Site.
You shall defend, indemnify, and hold harmless GroundBreaker, its affiliates and each of its and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Content or otherwise from your user submissions, 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. GroundBreaker 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 GroundBreaker in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL GROUNDBREAKER OR ITS 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 (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 DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONEHUNDRED 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.
Governing Law; Disputes
This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of California. Any action arising out of or relating to this Agreement or your use of the Site or our services must be commenced in the state or federal courts located in San Francisco, California, United States of America (and you consent to the jurisdiction of those courts). In any such action, GroundBreaker and you irrevocably waive any right to a trial by jury.
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 and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to GroundBreaker, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to GroundBreaker.
Integration and Severability
Updated February 7, 2014
Welcome to GroundBreaker! By becoming a GroundBreaker Sponsor, you will be able to list your real estate deals in one or more of our websites (the “Site”). The Site allows you to obtain funds from users of our Site (“Investors”) to finance your real estate deals (the “Deals”). This Agreement (this “Agreement”) confirms the terms applicable to your listings on the Site. As used in this Agreement, “you” means the Sponsor. If the Sponsor is an entity, the term Sponsor will also include the general partner, managing member, or equivalent, of such entity, which will be jointly and severally liable with such entity for the obligations hereunder.
2. No Financing Obligation on the Part of GroundBreaker. You understand and agree that neither GroundBreaker nor any of its affiliates have committed or will commit to underwrite or purchase any of your securities or otherwise provide you with any financing.
4. Disclosure and Collaboration. You acknowledge and agree that you will be solely responsible for any and all information that you upload to the Site or otherwise disclose to Investors (including, without limitation, information regarding your company, experience, track record and management, as well as information regarding your Deals and the related financial statements or projections, collectively, “Your Information”). Any review of Your Information conducted by GroundBreaker will be solely for its benefit and not for your benefit or that of investors. You shall not use GroundBreaker’s name to imply that GroundBreaker endorses or recommends you, your Deals or any securities that you offer through the Site.
5. Indemnification and Contribution. You agree that you will indemnify and hold harmless GroundBreaker and its affiliates, and its and their respective directors, officers, employees, agents and controlling persons (collectively, the “GroundBreaker Parties”) from and against any and all losses, claims, damages and liabilities, joint or several, as incurred, to which the GroundBreaker Parties may become subject under any applicable federal or state law, or otherwise, and related to or arising out of or in connection with (i) your breach of the terms of this Agreement, or (ii) your violation of applicable law (including, without limitation, federal and state securities laws, but excluding violations of law relating to services provided by GroundBreaker (as opposed to third parties), where GroundBreaker is found to have acted negligently in the performance of such services) (“Claims”). You also agree to reimburse GroundBreaker Parties for all expenses (including separate counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened Claim arising therefrom.
You also agree that no GroundBreaker Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your affiliates’ respective directors, officers, employees, agents and controlling persons (collectively, the “Sponsor Parties”) related to or arising out of the your activities on the Site, or the performance by GroundBreaker of the services contemplated in this Agreement, except to the extent that any loss, claim, damage or liability is found in a final judgment by a court to have resulted primarily from GroundBreaker’s bad faith breach of the Agreement, willful violation of law, willful misconduct or gross negligence. Notwithstanding any other provision of this paragraph, in no event shall the GroundBreaker Parties be required to contribute an aggregate amount in excess of the aggregate fees and other consideration actually received by GroundBreaker in connection with your offering of securities through the Site related to the applicable Claim. In no event shall GroundBreaker be held liable for any losses you may incur in connection with third-party services offered or provided through our Site (including via API).
You understand and agree that the remedies provided herein constitute your sole remedy against GroundBreaker with respect of the matters hereby contemplated and the transactions contemplated in the Agreement. To the full extent permitted by applicable law, you hereby expressly waive any claims and remedies other than those specifically set forth herein.
6. Fees and Expenses. Unless and until you agree to such fees in writing, there are no fees for the services described in this Agreement.
7. Termination and Survival; Non-Circumvention. Either GroundBreaker or you may terminate this Agreement for any reason at any time upon prior written notice to the other party. At such time, GroundBreaker will delist all of your Deals from the Site and terminate your account you may no longer contact investors through the Site regarding any of your Deals. This Section 7 and the provisions of this Agreement relating to the payment of expenses, confidentiality, indemnification, and contribution will survive any termination or expiration of this Agreement.
8. Matters Relating to Listing. You acknowledge that GroundBreaker will act as your independent contractual counterparty and not as your fiduciary. Nothing in this Agreement or the nature of the services to be rendered hereunder shall be deemed to create a fiduciary or contractual relationship between GroundBreaker and any other party.
Following completion of the Offering, GroundBreaker will have the right to place advertisements in its Site or other websites, including traditional or online media, at its own expense, describing its services to the Sponsor hereunder. GroundBreaker may not, without its prior approval, be quoted or referred to in any document, release or communication prepared, issued or transmitted by you.
You acknowledge that GroundBreaker is not acting as your advisor, including as an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. You will consult with your own advisors concerning such matters.
Each party represents and warrants that (a) it is validly created and existing under relevant laws and has the power and authority to own its property and carry on its business as now conducted or contemplated; and (b) it has the power to enter into and observe and perform its obligations under this Agreement.
9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Each of the parties hereto irrevocably agrees to waive trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf of either party related to or arising out of this Agreement or the performance of services hereunder.
You agree that any suit, action or proceeding brought by any of them against another in connection with or arising out of this Agreement or the matters contemplated hereby may be brought solely in the United States federal courts located in San Francisco, California or the courts of the State of California located in San Francisco. You hereby irrevocably accept and submit to the non-exclusive jurisdiction of each of the aforesaid courts in person, generally and unconditionally with respect to any action, suit or proceeding for yourself and in respect of your properties, assets and revenues.
You further hereby irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by registered or certified air mail, postage prepaid, to it at your address specified in or designated pursuant to this Agreement. You hereby irrevocably and unconditionally waive any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement brought in the courts listed above and hereby further irrevocably and unconditionally waives and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
10. Miscellaneous. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. This Agreement may not be amended or modified or any provision waived except by a writing executed by each of the parties hereto. Section headings herein are for convenience only and are not a part of this Agreement. This Agreement is solely for your and GroundBreaker’s benefit, and no other person (except for Indemnified Parties to the extent set forth herein) shall acquire or have any rights under or by virtue of this Agreement. This Agreement may not be assigned by you without GroundBreaker’s prior written consent. Without limiting the indemnification and contribution provisions set forth herein, neither party hereto shall be responsible or have any liability to any other party for any indirect, special or consequential damages arising out of or in connection with this Agreement or the transactions contemplated hereby, even if advised of the possibility thereof.
If you have questions about these terms, please email your inquiry to our Support Staff at firstname.lastname@example.org