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Terms & Conditions

Last modified: 4/19/2021

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These Terms of Use are entered into between the user(s) of www.investinkin.com (collectively “You”) and InvestinKin LLC ("InvestinKin") the following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.investinkin.com (the “Website”), including any content, functionality, and services (the "Services") offered on or through the Website, whether as a guest or a registered user.  Please read the Terms of Use carefully before you use the Website. 

 

The Website is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Website, you represent and warrant that you are of legal age to form a binding contract with InvestinKin and meet all of the above eligibility requirements. If you do not meet all of these requirements you must not access or use the Website. 

 

BY USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND OUR PRIVACY POLICY, FOUND AT [ADD LINK TO PRIVACY POLICY], INCORPORATED HERE BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WEBSITE. 

 

THESE TERMS OF USE PROVIDE THAT, EXCEPT AS DESCRIBED BELOW, ALL DISPUTES BETWEEN YOU AND INVESTINKIN WILL BE RESOLVED BY BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT AND WILL HAVE DISPUTES SETTLED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE (SEE SECTION 21).

 

The Terms of Use govern use of the Services:

  1. Changes to the Terms of Use. 

 

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website once posted. 

 

  1. Use of Services. 

 

These Terms of Use, which incorporate our Privacy Policy [link to Privacy Policy], constitute a legally binding agreement between InvestinKin and You. By using the InvestinKin portal, you agree to be bound by and comply with these Terms of Use. You may only use the Services in compliance with these Terms of Use. The Services are not intended for use by you if you are under 18 years of age. By agreeing to these Terms of Use, you are representing to us that you are at least 18 years old.

 

  1. Accessing the Website. 

 

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You are responsible for both: (1) making all arrangements necessary for you to have access to the Website; and (2) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

 

  1. Account Information. 

 

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information.  It is a condition of your use of the Website that all the information you provide the Website is correct, current, and complete. It is a condition of your use of the Website that if any of the information that you provide to the Website becomes inaccurate or out of date, you will immediately correct such information. 

 

You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy [link to Privacy Policy], and you consent to all actions we take with respect to your information consistent with our Privacy Policy. 

 

If you provide, or InvestinKin has reason to believe that you have provided, inaccurate registration information, InvestinKin may immediately suspend or terminate your account without notice. You do not have the right to transfer your account to any individual or entity. You will not create an account for any individual other than yourself (or, if applicable, the entity that you represent). 

 

You are solely responsible for safeguarding and maintaining the confidentiality of your login ID and password. You may not resell, assign, distribute, transfer, or otherwise provide your subscription, your login ID, and/or password to any third party. You are responsible for any activity conducted under your account. You must immediately notify InvestinKin of any unauthorized use of your account. 

 

  1. Intellectual Property Rights. 

 

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio and the design, selection, and arrangement on the Website) are owned by InvestinKin, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. 

 

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copes of such materials in RAM incidental to your accessing and viewing those materials.

  • You may store files that are automatically cached by your Web browser for display enhancement purposes.

  • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

  • Your own personal pitch deck, discussed below in Section 16. 

 

You must not:

  • Modify copies of any materials from the Website

  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website.

  • Access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

 

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: asees@investinkinclub.com

 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. 

 

No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by InvestinKin. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. 

 

  1. Trademarks. 

 

The InvestinKin name, InvestinKin trademarks, the InvestinKin logo, and all related names, logos, product and service names, designs, and slogans are trademarks of InvestinKin or its affiliates or licensors. You must not use such marks without the prior written permission of InvestinKin. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners. 

 

  1. Privacy Policy. 

 

Any information you provide to us is subject to our Privacy Policy, which is incorporated into these Terms of Use and governs our collection and use of your information. By using the Services, you consent to the collection and use of this information as provided by our Privacy Policy. 

 

 

  1. Organizations. 

 

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these Terms. In that case, "you" and "your" will refer to both you as an individual and to that organization.

 

  1. License. 

 

InvestinKin grants you a revocable right to use the Services solely in accordance with these Terms. The Services are being licensed, not sold, to you by InvestinKin only for use under the Terms. 

 

You do not acquire any right, title, or interest in or to the Services or any associated content other than the limited license granted to you by these Terms. Any rights not expressly granted to you in these Terms are expressly reserved.

 

  1. Pricing and Payment. 

InvestinKin charges fees for use of the Services and reserves the right to change the fees that it charges. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. 

 

You agree that, in addition to all other accounts payable under the User Agreement, you are responsible for paying all sales, use, value added, or other taxes – federal, state, or otherwise – however designated, that are levied or imposed by reasons of your use of the Services. InvestinKin will charge the payment method you specify at the time of purchase. 

 

You authorize InvestinKin to charge all sums as described in the Services you select to your chosen payment method. If you pay any fees with a credit card, InvestinKin may seek pre-authorization of your credit card account prior to your transaction to verify that the credit card is valid and has the necessary funds or credit available to cover your transaction.

 

  1. Other Users. 

InvestinKin uses various techniques to verify the accuracy of the information provided by users. However, the information available to InvestinKin is limited, so InvestinKin cannot assure you of any user's identity. You should consider using all available methods for evaluating the users that you deal with through the Services. 

 

You acknowledge that there are risks of dealing with other users acting under false pretenses, and you assume the risks of liability or harm of any kind in connection with transactions of any kind relating to goods or services that are the subject of transactions using the Services. Such risks include, but are not limited to, misrepresentation of information about a user or a Startup, breach of warranty, breach of contract, and a violation of third-party rights. 

 

You agree that InvestinKin is not liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions, or expenditures of any kind that may arise as a result of or in connection with any transactions with others using the Services.

 

  1. No Advice. 

 

InvestinKin does not provide any legal, tax, investment, accounting, or other professional advice. By using the Services, you do not develop any type of professional relationship (including, without limitation, any attorney-client relationship) with InvestinKin or any employees or agents of InvestinKin.

 

  1. Prohibited Uses. 

 

You may use the Website for lawful purposes and in accordance with these Terms of Use. 

 

You agree not to use the Website:

  • in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

  • for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way.

  • to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards in Section 15 set out in these Terms of Use. 

  • to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

  • to impersonate or attempt to impersonate InvestinKin, an InvestinKin employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with InvestinKin).

  • to make any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement made, in the light of the circumstances under which they were made, not misleading, in connection with the purchase or sale of any security.

  • to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm InvestinKin or users of the Website, or expose them to liability.

 

Additionally, you agree not to:

  • use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

  • use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

  • use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

  • use any device, software, or routine that interferes with the proper working of the Website.

  • introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  • attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

  • attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

  • otherwise attempt to interfere with the proper working of the Website.

 

  1. Copyright Violation.

 

If you believe that your copyright in any material has been infringed by material available on the Service, please provide us with all of the following information in the form prescribed by Section 512 of Title 17, United States Code:

  • a description of the copyrighted work you claim has been infringed,

  • a description of the material that you claim is infringing, identified with sufficient detail,

  • your physical address, telephone number, and email address,

  • a statement by you that you have a good faith belief that the disputed use is not authorized,

  • a physical or electronic signature of the person authorized to act on behalf of the copyright owner's interest, and

  • 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 owner of the copyrighted work that is claimed to be infringed.

 

It is InvestinKin's policy to terminate, on a best efforts basis and under appropriate circumstances, the account of users who are determined to be repeat infringers.

 

You understand and agree that: 

  • (1) InvestinKin assumes no liability or responsibility for any third party content or material of any kind that is submitted to or posted on the Services by you or by any other users or third parties, and 

  • (2) InvestinKin is merely a transmitter of any such content, and is acting solely as an Internet Service Provider as such term is defined in the Digital Millennium Copyright Act (DMCA).

 

We will promptly address any alleged infringement. Please direct all such notifications to the person below and specify in any written communication that the correspondence relates to "Copyright Violation", including in the header of the email:

asees@investinkinclub.com

 

If you feel that any of your content was improperly removed or made unavailable to other users, please contact Investinkin at the contact information above.

 

  1. User Content.

 

We may now or in the future permit users to post, upload, transmit through, or otherwise make available on the Services (collectively, "Submit,” “Submitting,” or “Submission”) messages, text, illustrations, files, images, graphics, photos, comments, music, videos, information, content, and/or other materials ("User Content"). 

 

All User Content must comply with the Content Standards set out in these Terms.

 

Subject to the rights and license you grant herein, you retain all right, title, and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published on the Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.

 

By submitting User Content to InvestinKin through using the Website, simultaneously with such posting, you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (i) in connection with our business; and (ii) in connection with the businesses of our successors, parents, subsidiaries, affiliates, and their related companies. We may exercise this grant in any format, media, or technology now known or later developed for the full term of any copyright that may exist in such User Content.

 

  1. Pitch Deck.

 

“Pitch Deck” means a compilation of Start-Up information, which may include 

  • (1) a video recorded presentation, 

  • (2) PowerPoint presentations, or similar presentation materials, 

  • (3) contact information, or 

  • (4) financial information, all of which assembled by or on behalf of Start-Up.

 

By submitting a Pitch Deck to InvestinKin through the Website, email, or any other forms of transmission or communication, You give InvestinKin the authority to make Start-Up’s Pitch Deck available to the InvestinKin’s prospective customer and customer base, which may include potential investors, partners, customers, prospective employees, and others with permitted access to InvestinKin.

InvestinKin LLC does not represent the Company or give investment advice pertaining to the Company. Start-Up shall release, waive, and discharge InvestinKin LLC from any liability that may arise as a result of the Pitch Deck, including but not limited to matters in claims, demands, actions, debts, contracts, expenses, attorney fees, damages, and liabilities, of every kind and character, whether known or unknown, suspected or unsuspected, in law or equity or otherwise, that it ever had, now has, or may have in the future. 

This right is revocable upon request. The Start-Up acknowledges that the Start-Up has no right to proceeds of InvestinKin LLC.

 

  1. Monitor and Enforcement; Termination.

 

We have the right to:

  • Remove or refuse to post any User Content for any or no reason in our sole discretion.

  • Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion if we believe that such User Content violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.

  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

  • Terminate or suspend your access to all or part of the Website any or no reason, including without limitation, any violation of these Terms of Use.

 

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS INVESTINKIN AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY INVESTINKIN DURING, OR TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER INVESTINKIN OR LAW ENFORCEMENT AUTHORITIES.

 

However, we cannot review all material before it is posted to the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. 

 

You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit. 

 

Additionally, you shall not submit any User Content that

  • is illegal, offensive, or inappropriate;

  • violates or infringes in any way upon the rights of others, such as any copyright, trademark, patent, trade secret, moral right, or other proprietary right of any person or entity; 

  • impersonates another or is fraudulent, unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable; 

  • encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law; or

  • could disable, overload, impair the infrastructure of, or the functioning of the Services. 

 

  1. Feedback. 

 

Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary and InvestinKin will own the contents of all such feedback, comments, or suggestions for use as it sees fit and without any obligation to you.

 

  1. Third Party Websites. 

Links to third-party websites are provided for your convenience and reference only. We have no control of these sites, and we are not responsible for their content. We do not endorse, and are not responsible in any way for, any content on these sites, and we expressly disclaim any endorsement or responsibility for such content. When you travel from the Services to another website, whether through links provided on the Service or otherwise, you will be subject to the privacy policies (or lack thereof) of these sites. We caution you to use good judgment and to assess the privacy policy of these sites before you provide any personal information.

 

  1. No Representation and Warranties. 

 

You agree that: 

  • YOUR USE OF THE SERVICES SHALL BE AT YOUR OWN RISK. 

  • The services are provided: 

    • on an “as is” and “as available” bases, 

    • without express or implied warranties of any kind.

  • Without limiting the foregoing and to the fullest extent permitted by law, InvestinKin and its officers, members, managers, affiliates, successors, assigns, agents, and representatives (collectively, the “InvestinKin parties”) DISCLAIM ANY AND ALL WARRANTIES THAT

    • (1) the services will meet your requirements or achieve certain results; 

    • (2) concern the availability, accuracy, security, usefulness, timeliness, or completeness of the services or information available through the services; 

    • (3) of title, non-infringement, merchantability, or satisfactory quality or fitness for a particular purpose for the services; or 

    • (4) about results any user will achieve investing in a Start-Up or otherwise using the services. 

 

  1. Disclaimer. 

 

INVESTINKIN IS NOT A "BROKER" OR "DEALER" (AS DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). 

 

INVESTINKIN DOES NOT ENDORSE ANY THIRD PARTIES, OR THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY START-UP SEEKING TO RAISE CAPITAL THROUGH THE SERVICES. 

 

INVESTINKIN IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN ENTREPRENEURS AND START-UPS AND INVESTORS. 

 

INVESTINKIN IS NOT RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY USER IN CONNECTION WITH ANY OPPORTUNITY POSTED ON OR THROUGH THE SERVICES. 

 

INVESTINKIN DOES NOT PROVIDE INVESTMENT ADVICE AND DOES NOT PROMOTE INVESTMENT IN ANY ISSUER.

 

  1. Waiver. 

 

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL INVESTINKIN OR THE INVESTINKIN PARTIES BE LIABLE FOR:

  • Any indirect, special, incidental, putative, exemplary, or consequential (including loss of use, data, business, or profits) damages, regardless or legal theory, 

  • Whether or not InvestinKin or the InvestinKin Parties have been advised of the possibility of such damages, and 

  • Even if a remedy fails of its essential purpose, arising out of, relating to, or in any way connected with the services, your sole remedy for dissatisfaction with the services is to stop using the services. 

 

  1. Liability. 

 

UNDER NO CIRCUMSTANCES SHALL INVESTINKIN OR THE INVESTINKIN PARTIES BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES, WITH YOUR USE OF OR INABILITY TO USE ANY SERVICES. 

 

This is a comprehensive limitation of liability that applies to all losses of any kind relating to, or stemming from, use of the Services. The allocation of risk set forth in these Terms is an essential basis of the bargain between you and InvestinKin. 

 

You agree that you may only commence a cause of action related to the Services within one (1) year of such action accruing, and any attempt to bring such an action after the one (1) year period is barred. 

 

Some jurisdictions do not permit limitations of liability and in those jurisdictions some of the foregoing limitations may not apply to you. The limitations in these Terms shall apply to the fullest extent permitted by law.

 

  1. Indemnification. 

 

You agree to indemnify and hold harmless InvestinKin and the InvestinKin Parties from and against any and all claims, liabilities, losses, damages, obligations, costs, and expenses (including reasonable attorneys' fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with any actual or alleged violation or breach of any of the representations, warranties, agreements, or promises made by you in these Terms of Use.

 

  1. Modification. 

InvestinKin may modify these Terms of Use. You should review the Terms of Use regularly. InvestinKin will post notice of modifications to these Terms of Use on the Website. 

 

If you do not agree to the modified terms for the Services, you should discontinue your use of the Services.

 

  1. [Arbitration

[SHORT FORM MEDIATION/ARBITRATION PROVISIONS: 

You and InvestinKin (collectively the “Parties”) submit the following dispute to mediation administered by the American Arbitration Association].

If a dispute arises out of or relates to the Agreement, or the breach of the Agreement, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association before resorting to arbitration or some other dispute resolution procedure.

 

If an agreement cannot be settled through mediation, Any controversy or claim arising out of or relating to the Agreement, or the breach of the Agreement, shall be settled by arbitration administered byAmerican Arbitration Association in accordance with its American Arbitration Association rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court that has jurisdiction.

[LONG FORM MEDIATION/ARBITRATION PROVISIONS: 

Nothing in this section is intended to alter or limit in any way InvestinKin’s termination rights under Section 17 of these Terms of Use or InvestinKin’s discretionary authority under any other provision in these Terms of Use.

 

You and InvestinKin (collectively the “Parties”) agree to prevent disputes under and in respect of these Terms of Use. Notwithstanding the best efforts to prevent disputes, in the event a dispute does arise under these Terms of Use, the Parties agree to resolve such dispute in an efficient and productive manner.

 

  1. Intention of the Parties.

 

The Parties agree to maintain open channels of communications and regularly discuss with the other Party any facts or circumstances that may result in disagreements or conflicts between them in respect of these Terms of Use. 

 

Accordingly, the Parties have adopted the provisions in this Section  26 in an effort to prevent impairment of such benefits and to prevent any disagreements or conflicts from ripening into a legal dispute and/or arbitration proceeding.

 

  1. Pledge.

 

Each Party pledges to the other Party as set forth in this Subsection 26(b). Notwithstanding anything in these Terms of Use to the contrary, the pledges below are not intended to be legally binding obligations of the Parties, but rather an expression of the spirit in which they will interact with each other under these Terms of Use.

 

  1. Each Party will be honest with and respectful of the other Party and its representatives at all times; 

  2. Each Party will listen to concerns of the other Party and its representatives and consider them in good faith;

  3. Each Party will work constructively with the other Party and its representatives to resolve any disagreements arising under or in respect of these Terms of Use; and

  4. Each Party will perform its obligations under these Terms of Use in good faith and in a timely manner. 

 

  1. Party Representatives. 

 

Each Party shall appoint one individual (each, a “Representative” and collectively, the “Representatives”) who shall have overall responsibility for monitoring the performance of such Party’s obligations under these Terms of Use and identifying any issue that has or may become a basis for a disagreement or conflict between the Parties and attempting to resolve the same. 

 

The Representative of each Party shall have sufficient seniority and authority to make and implement decisions on behalf of such Party. Subject to the immediately foregoing sentence, each Party may, in its sole discretion and upon written notice to the other Party, select another employee to serve in the capacity of its Representative during the term of these Terms of Use.

 

  1. Disputed Matters. 

 

In the event that any disagreement or conflict arising under or relating to these Terms of Use or the breach, termination or validity thereof cannot be resolved in the ordinary course by the Parties (a “Disputed Matter”), the Parties agree to resolve such Disputed Matter in accordance with the procedures set forth below, including the order of such procedures which shall be the exclusive procedures for the resolution of all Disputed Matters.

 

  1. Dispute Notice. 

 

In the event that any Disputed Matter arises, the Party alleging such Disputed Matter (the “Claimant”) shall promptly deliver written notice of such Disputed Matter to the other Party, which notice shall set forth in reasonable detail the basis for the Disputed Matter, the provisions of these Terms of Use that the Claimant claims have been breached by the other Party and to the extent then known, the amount of losses arising from such Disputed Matter (a “Dispute Notice”). 

 

Except for any provision in these Terms of Use to the contrary, no delay on the part of the Claimant in notifying the other Party of a Disputed Matter shall relieve the other Party from any obligation or liability under these Terms of Use, except to the extent that the other Party can demonstrate that it has been actually and materially prejudiced by such delay.

 

  1. Representative Consultation. 

 

Subject to Subsection 26(i) below, the Disputed Matter shall be considered first by the Representatives. 

 

Unless one of the Parties has elected to forego the Representative Consultation, the Representatives shall meet at least once and attempt in good faith to resolve the Disputed Matter within [fifteen (15)] days after the date of the Dispute Notice (the “Representative Consultation”). 

 

If the Disputed Matter is not finally resolved within such [fifteen (15)] day period, then either Party may at any time thereafter, deliver written notice (an “Executive Consultation Notice”) to the other Party that it is electing for the Disputed Matter to be referred to the Executive Consultation. 

 

  1. Executive Consultation. 

 

Subject to Subsection 26(i) below, upon election by either Party to escalate the Disputed Matter, the Disputed Matter shall next be considered by an executive officer of each Party, each of whom shall have an equivalent level of authority for such Party as the executive officer appointed by the other Party and shall be the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel or equivalent of such Party (the “Executives”). 

 

Unless one of the Parties has elected to forego the Executive Consultation, the Executives shall meet at least once and attempt in good faith to resolve the Disputed Matter within [thirty (30)] days after the date of the Executive Consultation Notice or the Escalation Notice (the “Executive Consultation”).

 

If the Disputed Matter is not finally resolved within such [thirty (30)] day period, then either Party may at any time thereafter, and upon written notice to the other Party (a “Mediation Notice”), elect for the Disputed Matter to be referred to Mediation. 

 

  1. Mediation.

 

Unless one of the Parties has elected to forego the Mediation pursuant to Subsection 26(i) below, the Parties shall attempt in good faith to resolve the Disputed Matter through mediation under theAmerican Arbitration Association then in effect (the “Mediation”). 

 

Except for any provision in these Terms of Use to the contrary, in the American Arbitration Association, the Parties agree to participate in the Mediation in good faith for a period of at least [sixty (60)] days. The Parties will select a mediator in accordance with the [arbitral institution procedure], and the fees and costs of the mediator shall be borne equally by the Parties. 

 

If the Disputed Matter is not finally resolved within such [sixty (60)] day period, then either Party may at any time thereafter, and upon written notice to the other Party (an “Arbitration Notice”), elect for the Disputed Matter to be resolved through binding arbitration.

 

  1. Escalation. 

 

Except for anything in this Terms of Use to the contrary, if either Party (an “Escalating Party”), in good faith, believes that, based on the prior meetings of the Representatives and the nature, scope and severity of the Disputed Matter, the Representative Consultation, the Executive Consultation and/or the Mediation will not resolve the Disputed Matter or add material value to the dispute resolution process, then the Escalating Party may, at any time, deliver written notice (each, an “Escalation Notice”) to the other Party, that the Disputed Matter is being referred to: 

 

  • (a) Executive Consultation (in the event the Escalating Party desires to skip or truncate the Representative Consultation); 

  • (b) Mediation (in the event the Escalating Party desires to skip or truncate the Representative Consultation and/or the Executive Consultation); or 

  • (c) Arbitration (in the event the Escalating Party desires to skip or truncate the Representative Consultation, the Executive Consultation and/or the Mediation). 

 

  1. Confidentiality. 

 

Any communication, correspondence, notice, or proceeding under this section shall be confidential and may not be disclosed to any other natural or legal person unless both parties give written consent.

 

Nothing in this Terms of Use shall limit attorney-client privilege that may be applicable to communications and information that are inadvertently disclosed to the other party under this Section. 

 

  1. Binding Arbitration as Last Resort. 

 

Upon delivery of an Arbitration Notice or Escalation Notice by either Party to the other Party, such Disputed Matter shall be finally resolved by arbitration in accordance with the then current American Arbitration Association by (choose one)

 

  • [a sole arbitrator]

  • [three arbitrators, of whom each party shall designate one, with the third arbitrator to be appointed by [the arbitral institution]] 

  • [three arbitrators, of whom each party shall designate one, with the third arbitrator to be designated by the two party-appointed arbitrators] 

  • [three arbitrators, of whom each party shall designate one in accordance with [the arbitral institution procedure]]

  • [three arbitrators, none of whom shall be designated by either party]. 

 

The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction. 

 

The place of the arbitration shall be New York, New York. 

 

The governing law will be the laws of New York. 

 

The parties agree that however the arbitrators are designated or selected, at least one member of any tribunal of three arbitrators shall be a self-identified woman. 

 

Additionally, the parties agree that at least one member of any tribunal of three arbitrators shall be a persons of color, a self-identified member of the LGBTQIA+ community, a person with a disability, or from another underrepresented group as otherwise agreed to by the Parties at any time prior to appointment of the tribunal.

 

In the event the Escalating Party (i) elects to skip or truncate the Executive Consultation and/or the Mediation and (ii) is not the prevailing party, as determined by the Tribunal, in the Arbitration, the parties acknowledge that, the Tribunal may, in its discretion and as part of its award, require the Escalating Party to reimburse the prevailing party for all or any portion of the reasonable out-of-pocket costs and expenses, including the reasonable attorneys’ fees and disbursements, that were incurred by the prevailing party in connection with the Arbitration.

 

  1. Continuity.

 

Each Party acknowledges and agrees that the timely and complete performance of its obligations pursuant to these Terms of Use, and any other agreements between the Parties, is critical to the business and operations of the other Party. 

 

Accordingly, in the event of a Disputed Matter, both Parties shall continue to perform their respective obligations under and in accordance with the terms of these Terms of Use, and any other agreements between the Parties, in good faith during the pendency of such Disputed Matter.

 

 

  1. Class Action Waiver. 

 

TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AND INVESTINKIN EACH WAIVE ANY RIGHT TO PURSUE A DISPUTE ON A CLASSWIDE BASIS, INCLUDING BY JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR TO ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR PROCEEDING.

 

  1. Jury Trial Waiver. 

 

TO THE EXTENT ALLOWED BY LAW, YOU AND INVESTINKIN EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.

 

  1. Termination. 

 

You may terminate your account at any time by contacting InvestinKin at asees@investinkinclub.com.

 

If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you violate any provisions of these Terms, your permission from InvestinKin to use the Services will terminate automatically. 

 

In addition, InvestinKin may, in its sole discretion, terminate your user account for the Services or suspend or terminate your access to the Services at any time for any reason or no reason, with or without notice. 

 

InvestinKin also reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Services.

 

  1. Governing Law; Venue. 

 

These Terms and the use of the Services will be governed by New York law without regard for its conflict of laws principles. For any claims not subject to the arbitration provisions of these Terms, all claims arising out of relating to these Terms or the Services must be litigated in the state or federal courts located in New York, New York and you and InvestinKin consent to the personal jurisdiction of such courts.

 

  1. No Third-Party Beneficiaries. 

 

These Terms do not create any third-party beneficiary rights.

 

  1. Complete Agreement/Severability.

 

These Terms constitute the entire and exclusive agreement between you and InvestinKin with respect to the Services, and supersede and replace any other agreements, terms, and conditions applicable to the Services. 

 

The headers for these Terms are for convenience only and will not affect the interpretation of these Terms. 

 

If a provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and an enforceable term will be substituted reflecting our intent as closely as possible.

 

  1. Electronic Signature. 

 

Your intentional action in electronically signing the User Agreement is valid evidence my consent to be legally bound by the User Agreement. The use of an electronic version of the User Agreement fully satisfies any requirement that they be provided in writing. 

 

You acknowledge that You may access and retain a record of the User Agreement documents that are electronically signed through the Services. You are solely responsible for reviewing and understanding all of the terms and conditions of the User Agreements. 

 

The electronically stored copy of the User Agreement is considered to be the true, complete, valid, authentic, and enforceable record of the User Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. 

 

You will not contest the admissibility or enforceability of the electronically signed copy of any part of the User Agreement.

 

  1. Assignment.

 

InvestinKin may assign any of its rights under these Terms to an affiliate or to any successor in interest to the business of InvestinKin. You may not assign your rights under these Terms and any such purported assignment is void.

 

  1. Waiver of Terms.

 

The failure of InvestinKin to enforce these Terms for any period of time does not constitute a waiver of its right to enforce these Terms.

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