Terms & Conditions

Welcome and thank you for your interest in the Sharestates Website, owned and operated by Sharestates, Inc. (“Sharestates”, “Company”, “We”, “Our”, or “Us”). Please read these Terms of Service (the “Agreement” or “Terms”) carefully before using the services offered by Sharestates. This Agreement sets forth the legally binding terms and conditions for your use of the Website at www.Sharestates.com, all other Websites owned and operated by Sharestates that redirect to www.Sharestates.com, and all subdomains (collectively, the “Website”, and the service owned and operated by the Company (together with the Website, the “Service”. By accessing, browsing or using the Service in any manner, including, but not limited to, visiting or browsing the Website or contributing content, information, or other materials or services to the Website, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by Sharestates from time to time on the Website (collectively, the “Published Information”, each of which is incorporated by reference and each of which may be updated by Sharestates from time to time without notice to you.


In order to access the Website and the Service, you must accept these Terms, the Privacy Policy and any Published Information. Visitors to the Website and users of the Services are referred to herein individually as “user” and collectively as “users”.


Your use of the Website and Service is governed by the then current version of the Agreement in effect on the date of such use. Sharestates may, at its sole discretion, modify and replace the Agreement at any time and without prior notice to you by posting the updated Agreement on the Website. By using and accessing the Service, you acknowledge and agree to review the then current version of the Agreement prior to each such use. Your continued use of the Service after any modifications to the Terms have been published on the Service or otherwise provided to you constitutes your acknowledgement of, and binding agreement to, the then current Agreement. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Sharestateswill be governed by the Terms in effect at the time the events giving rise to such dispute occurred.


Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and Sharestates, including any customer, account or marketing agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Website. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Sharestates, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of this Agreement, Sharestates Privacy Policy and/or any Published Information, you are not eligible to participate in Sharestates Service or otherwise use this Website. This Agreement applies to all users of the Website or Service, including investment managers (“Managers”), investors, including Accredited Investors, as defined by SEC Regulation D Rule 501 (collectively, “Investors”), and visitors to the Website, who in any way use the Website or Service provided by Sharestates (in each case, a “User”). Nothing in these Terms of Service shall be deemed to confer rights on Users or third parties.


Furthermore, Sharestates takes the privacy of its Users very seriously. Please read Sharestates Privacy Policy, which is hereby incorporated into these Terms by reference, carefully for information relating to our collection, use and disclosure of your personal information.

Reserved Rights

Sharestates further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Website at any time and for any reason including but not limited to, for scheduled or unscheduled maintenance, upgrades, improvements or corrections. You agree that Sharestates and its subsidiaries and affiliates will not be liable to you, or to any third party for any such modification, suspension or discontinuance.

Authorized User

The Service is available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. Sharestates may, in its sole discretion, refuse to offer the Service to any person or entity. The Service is not available to any Users suspended or removed from the Website or Service by Sharestates. By using the Service, you represent that you have not been previously suspended or removed from the Website or Service.


Some of our services, and certain web pages of the Website, are available only to those Users who have been authorized by us to access those services and web pages. Only Users of the Service who are Accredited Investors as defined in Regulation D Rule 501 adopted pursuant to the Securities Act of 1933 (“Accredited Investors”) with a valid User ID and password are authorized to access such services and web pages. Such authorization may require completion of an Accredited Investor Questionnaire and satisfactory background information screening and/or identification verification. By registering for, accessing, browsing, and/or otherwise using the services and/or web pages for which access is restricted to Accredited Investors, you represent and agree that you are an Accredited Investor. Should you cease to be an Accredited Investor at any time, you agree to immediately notify Sharestates and to refrain from accessing such restricted portions of the Website and/or Service. Further, because access to the restricted portions of the Website is limited by applicable law to Accredited Investors, you agree that you will not allow anyone to access such restricted portions of the Website, or share or disclose any information obtained through restricted portions of the Website with anyone, regardless of whether you believe such person or entity to also be an Accredited Investor.


As part of Sharestates’ authorization process, each user shall be required to provide, among other things, a valid email address. In providing your email address and agreeing to these Terms of Service, each authorized user consents to receiving email notifications from Sharestates concerning offerings. Additionally, users of the restricted portions of the Website are required to confirm their status as an Accredited Investor. In order for Sharestates to confirm that your representation regarding your status as an Accredited Investor is accurate when made and continues to be accurate from time to time, you agree to provide Sharestates with all information and documentation reasonably required by Sharestates to verify your status as an Accredited Investor, including without limitation, delivering a completed Accredited Investor Questionnaire, tax returns, brokerage statements, bank statements, resumes and other private financial information. Should you fail to provide information and documentation that confirms your status as an Accredited Investor;Sharestates may immediately suspend, block or otherwise discontinue your access and use of the Website or Service. Sharestates may change its eligibility criteria at any time, for any reason, and without prior notice.

Your User Account and Password

In order to access certain features of the Services, you will have to create an account and become a registered user of the Services. If you create an account for the Services, you agree that any information you provide to Sharestates on registration for an account and at all other times will be true, accurate, current, and complete. Since the provision of certain features of the Services may depend on the continued accuracy of your account information, you also agree that you will ensure that this information is kept accurate and up-to-date at all times your account remains open.

Unauthorized use of the Services and our systems, including, but not limited to, unauthorized entry into our systems, misuse or sharing of User IDs passwords or misuse of any other information, is strictly prohibited. As you will be responsible for all activities that occur under your account, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and agree to promptly report any unauthorized or suspicious activity in your account to us by email at info@sharestates.com. You may be liable for any losses incurred by Sharestates or others due to any unauthorized use of your account. 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. We reserve the right to suspend or cancel your account and/or password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

Real Estate Offerings

The Service and real estate offerings on this Website are available only to professionals who understand economic and investment risk and are willing to bear the consequences of that risk. Additionally, some of the real estate offerings on this Website are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private real estate investments. By using the Website or Service, 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. You acknowledge and agree that you have significant experience investing in investments of the type offered through the Website, including, without limitation, real estate, equities, notes and other securities, you understand that all of the investments offered through the Service are inherently very risky, and you understand the risks associated with the investments offered through the Website, and you are comfortable with the risk of losing your entire investment invested through the Service. You further acknowledge and agree that investing in private or public placements carries with it low liquidity concerns, and long-term commitments and that the securities sold through private placements are not publicly traded. Additionally, Investors may receive restricted stock that may be subject to holding period requirements. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. If you are using the Website 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 Sharestates for violations of this Agreement.


You further represent and agree that you understand that Sharestates does not guarantee the performance of any offerings made through the Website or Service and any and all projections, estimates, and expectations for investments offered through the Website or Service are merely opinions and should not be relied on for any purpose whatsoever. 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 Website do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You acknowledge and agree that Sharestates is not a registered Investment Company or Investment Advisor within the meaning of the Investment Company Act of 1940 and the Investment Advisors Act of 1940, respectively. 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.

No Solicitation or Advice

None of the information contained in the publicly available portions of the Website 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 Website has been prepared without reference to any particular User’s investment requirements or financial situation. The information and services provided on the Website 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 Sharestates is not authorized to provide such information or services. Some products and services described on the Website may not be available in all jurisdictions or to all clients.


You acknowledge that you are not relying on Sharestates 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. Sharestates does not endorse any investments and shall not be responsible in any way for any transactions you enter into with other Users. You agree that Sharestates and its affiliates, officers, directors, partners, agents or employees will not be liable for any loss or damages of any sort incurred as a result of any interactions between you and other users.

Unauthorized Use

Unauthorized use of the Website and our Service, including, but not limited to, unauthorized entry into our systems, the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Website in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service. You agree that you will not engage in any activities related to the Website that are contrary to applicable laws or regulations. You may be liable for any losses incurred by Sharestates or others due to any unauthorized use of your account.

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. Sharestates reserves the right at its discretion to suspend or cancel your account and/or password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

You are solely responsible for maintaining the confidentiality of your account and password and agree to promptly report any unauthorized or suspicious activity in your account to us by email at info@Sharestates.com. You may also be liable for any losses incurred by Sharestates or others due to any unauthorized use of your account.

Prohibited Activities

You agree that you are responsible for your own conduct while using the Website or Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with this Agreement, the Sharestates Privacy Policy, any Published Information and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, any consumer protection, unfair competition, and anti-discrimination laws or regulations and any applicable foreign laws). By way of example, and not as a limitation, you agree to not take any action that is listed below:

Infringes Rights.

You agree not to upload, post, email, transmit, submit, or otherwise make available through the Website or Service any material or content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content. You further agree to not take any action that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract, including removing any copyright, trademark or other proprietary rights notices contained in or on the Website or Service.

Information Disclosure


You agree not to share or disclose to anyone any information obtained through the Website or Service about any investment offerings.
Distribution without Consent
You agree not to distribute in any medium any part of the Website or Service or any content available thereon without Sharestates’ prior written authorization. The only exceptions are where Sharestates makes available the means for such distribution through functionality offered by the Service.

You agree not to distribute in any medium any part of the Website or Service or any content available thereon without Sharestates’ prior written authorization. The only exceptions are where Sharestates makes available the means for such distribution through functionality offered by the Service.

Alterations or Modifications. You agree not to alter or modify any part of the Website or Service.


Submitting False, Defamatory or Harassing Information. You agree not to upload, post, email, transmit or submit or otherwise make available through the Website or Service any inappropriate, defamatory, infringing, obscene, false, misleading, inaccurate, harassing, threatening or unlawful material or content or imply that such content is sponsored or endorsed by Sharestates, any of its affiliates or any third parties. You further agree not to take any action that would defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.Submitting False, Defamatory or Harassing Information. You agree not to upload, post, email, transmit or submit or otherwise make available through the Website or Service any inappropriate, defamatory, infringing, obscene, false, misleading, inaccurate, harassing, threatening or unlawful material or content or imply that such content is sponsored or endorsed by Sharestates, any of its affiliates or any third parties. You further agree not to take any action that would defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.Submitting False, Defamatory or Harassing Information. You agree not to upload, post, email, transmit or submit or otherwise make available through the Website or Service any inappropriate, defamatory, infringing, obscene, false, misleading, inaccurate, harassing, threatening or unlawful material or content or imply that such content is sponsored or endorsed by Sharestates, any of its affiliates or any third parties. You further agree not to take any action that would defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Unlawful Purposes


You agree not to use the Website or Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, consumer protection, unfair competition, and anti-discrimination laws or regulations or equivalent laws or regulations in foreign jurisdictions).

Transfers or Assignments


You agree not to transfer or assign these Terms, and any rights and licenses granted hereunder.

Non-Public Areas


You agree not to access, tamper with, or use non-public areas of the Website or Service or any other computer systems or networks connected to the Service.

Breach of Security Measures


You agree not to breach any of Sharestates security or authentication measures.

Unauthorized Access or Contact


You agree not to gain unauthorized access to the Website, Service, any other SharestatesWebsite or service, or the computer systems or networks connected to the Service through hacking, password mining or any other means. You further agree not to contact any party or user other than as allowed through the Website or Service.

Generate Artificial Traffic


You agree not to use the Service to artificially generate traffic or page links to a Website or for any other purpose not expressly allowed under these Terms of Service.

Commercial Uses


You agree not to use the Service for any commercial uses or purposes, unless you obtain Sharestates prior written consent and approval. Such commercial uses include but are not limited to: (i) soliciting other Users for investments of any kind; (ii) offering or selling any products or services of any kind; (iii) making investment recommendations to other Users; and (iv) advertising, sponsorships, or promotions placed on or within the Website or Service.

Unlawful Schemes or Activities


You agree not to upload, post, email or transmit, or otherwise make available through the Website or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms, the Privacy Policy or any Published Information. You further agree not to promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual.

Disabling Security Features


You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or any other computer systems or networks connected to the Service. You also agree not to circumvent, disable or otherwise interfere with features that prevent or restrict use or copying of any material or content or enforce Service or content use limitations.

Impersonation


You agree not to impersonate any person or entity, including any employee or representative of Sharestates, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials.

Other


You agree not to: (i) use the Service or take any action that imposes or may impose (as determined by Sharestates in its sole discretion) an unreasonable or disproportionately large load on Sharestates’ or its third-party providers’ infrastructure or that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Mail list, Listserv, or any form of auto-responder or “spam” on the Service; (v) use any robot, spider, Website search/retrieval application, or other device to retrieve or index any portion of the Service or collect information about its Users for any unauthorized purpose; or (vi) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

Account Information

If you create an account and become a registered user of the Service, you agree to (i) provide accurate, current and complete information about you as may be prompted at registration (“Account Information”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update your Account Information, and any other information that you provide to Sharestates, to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to your Account Information and any other information you provide to Sharestates.

Proprietary Rights

All rights, title and interest in the Website and the Services is the exclusive property of Sharestates and its licensors, except as otherwise stated. The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Website (collectively, the “Sharestates Proprietary Property”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any UserContent (as defined below), all Sharestates Proprietary Property is the copyrighted property of Sharestates, its affiliates and/or third party licensors. Your access to or use of the Services does not grant to you ownership of any content, code, data or any part of the Sharestates Proprietary Property. Any commercial or promotional distribution, publishing or exploitation of the Sharestates Proprietary Properties strictly prohibited unless you have received express, prior written permission from Sharestates or the otherwise applicable rights holder. Sharestates reserves all rights to the Sharestates Materials not expressly granted in the Terms.


Unless otherwise specified and except for any User Content (as defined below) published or made available on or through the Services, all content available on the Website is for your personal and non-commercial use only. All such content, including, without limitation, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “Services Content”), is owned or controlled by Sharestates, its affiliates or its licensors, and is protected by copyright and other intellectual property laws. Subject to the foregoing, you may print, copy and download any information or portion of such Services Content for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of theServices Content. You expressly acknowledge that you do not acquire any ownership rights in the Services Content by downloading any copyrighted material from or through the Services. You may not modify, copy, distribute, share, disclose, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use the Services Content in any other way for commercial or public purposes without Sharestates’s prior written approval, except as permitted on or through the Services or as otherwise permitted by applicable law.


All trademarks, service marks, logos, and trade names contained in the Sharestates Materials and/or the Services Content are proprietary to their respective owners. You are prohibited from using any such trademarks, service marks, logos, and trade names for any purpose, including but not limited to use as meta-tags on your or third parties’ websites, without prior written permission from the their respective owner(s).

User Content

The Service may allow you and other Users to submit, post, transmit and share content with other users, which may include, without limitation, personal and representative profiles and information sheets on certain private companies or other issuers, streaming feeds articles, documents, brochures, presentations, pictures, images, audiovisual works, other information materials and any user comments or other unedited or third party content submitted by you and other Users on or through the Services (collectively, “User Content”). With respect to such User Contentsubmitted by you or any other Users of the Website or Service, you represent, warrant and affirm as follows:

User Content is made available on or through the Service for informational purposes only and is not otherwise controlled by Sharestates. You understand that Sharestates does not guarantee any accuracy or confidentiality with respect to any such User Content, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Service.
User Content you submit to the Service or Sharestates’ or any Sharestates licensee’s use of such User Content pursuant to these Terms, will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) violate any applicable laws, rules or regulations (including, without limitation, United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions); or (iii) require obtaining a license from or paying any fees and/or royalties by Sharestates to any third party for the performance of any services you have chosen to be performed by Sharestates or for the exercise of any rights granted in these Terms, unless you and Sharestates otherwise agree.
All User Content and any information contained in such User Content are the sole responsibility of the person(s) who originated such User Content. This means that you, and not Sharestates, are entirely responsible for all User Content that you upload, post, transmit, or otherwise make available through the Service as well as any consequences of submitting and publishing your User Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish User Content you submit; and you license to Sharestates all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content for publication on the Service pursuant to these Terms of Service.
By submitting User Content to Sharestates, you hereby grant Sharestates and its affiliates, sublice