THIS AGREEMENT IS A BINDING CONTRACT. PLEASE READ CAREFULLY.
SECTION 12 OF THIS AGREEMENT CONTAIN BINDING ARBITRATION CLAUSES AND CLASS ACTION WAIVERS.
1. Revisions Without Notice. Neighbor Capital may at any time revise this Agreement without any prior notice by posting a revised agreement on the Site, which shall supersede this Agreement. You are bound by any such revisions and should therefore review this Agreement every time you visit this Site.
2. Intention of The Site. This Site is intended to provide you with information about offerings under section 4(a)(6) of the Securities and Exchange Act of 1933 (“Crowdfunding Offerings”), to allow Issuers the ability to post information about their offerings, and to allow interested parties the ability to obtain additional information and to potentially invest in such offerings.
3. No Advice, Solicitation, Recommendation or Offer. None of the information posted on this Site is intended to invite, induce or encourage any person to make a financial or investment decision. Further, none of the information on this Site constitutes a solicitation, recommendation, or offer to buy or sell investment instruments, or to engage in any other kind of transaction. Similarly, none of the information on this Site is intended to constitute investment or financial advice.
You should not rely on any information on this Site, including any statements made within this Site, for financial or investment advice and you are advised to confirm such information with your financial and tax advisor, who should be responsible for taking whatever steps are necessary to check all information and personally assuring that the advice he or she provides is based on accurate and complete information and research.
4. No Reliance. No one shall be entitled to claim detrimental reliance on any views or information provided or expressed on this Site.
5. No Minors. This Site is intended exclusively for those that have reached the age of majority in the jurisdiction in which they reside. If you are a minor, you should not access this Site.
6. Links to Other Sites. This Site may include links to third-party websites. Neighbor Capital is not responsible for screening those websites or for the accuracy of any information provided on those websites. Any link provided on this Site is for your information only. Neighbor Capital does not guarantee the accuracy, completeness or usefulness of any third party website. Any opinions, advice or other information linked to from this Site are those of the respective author only. Neighbor Capital does not endorse any opinions expressed in any content provided by third parties or by anyone affiliated with third-party websites.
7. No Duty to Update Site. No one shall be entitled to claim that there is a duty to update any information or materials provided on this Site or to use care to protect the interests of any Site visitor. Neighbor Capital reserves the right, in our sole discretion and without obligation, to improve or correct information on this Site.
8. Termination of this Agreement. If you are dissatisfied with any content on this Site, or with any or all of this Agreement, your sole and exclusive remedy is to stop accessing this Site.
9. Disclaimer of Liability. Neighbor Capital does not own, operate, or control the enterprises identified on this site. Neighbor Capital does not make any guarantees, representations, or warranties of any kind regarding the enterprises’ actions or failures to act, including, but not limited to, how they are using business methods to achieve goals, how they will use the funds from their offerings, how successful they have been or will become, or that the information they provide or post on this site or elsewhere is complete, accurate, or up-to-date.
All of the information and services provided to you directly or indirectly from this site are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose or use, title, non-infringement, and any warranties otherwise implied by performance or usage of trade. All warranties are expressly disclaimed. You assume total and absolute responsibility and risk in accessing, using, and browsing this site.
Neighbor Capital does not warrant that this site will be available or secure at any time or location, or that content or software used to operate this site will be free of errors, defects, viruses, or other harmful components. By accessing this site and potentially linking to other websites from this site, you are doing so at your own risk.
Neighbor Capital makes no representation or warranty, express or implied, that information posted on this site is complete or accurate. Neighbor Capital will strive to verify the accuracy of information provided on this site; however, Neighbor Capital shall not be responsible, liable, or have any obligation to you or any other person or entity for any reason as a result of any interactions, inaccuracy, errors, delays, omissions, or lack of performance, as a result of this site or any content hereof, or once you link to any other website from this site.
Under no circumstances will Neighbor Capital be liable to you for damages, losses, costs, expense, loss of principal, incidental, consequential, or punitive damages incurred as a result of your accessing, using, or browsing this site, or linking to any other website from this site.
10. Indemnification. You agree to indemnify, defend and hold harmless, at your sole expense, Neighbor Capital, from any claim or action brought by a third party relating to your use of the Site or your breach of this Agreement.
11. Intellectual Property.The name “Neighbor Capital” is a trademark and is the sole property of Neighbor Capital, which may be registered in certain jurisdictions. All other content on this Site, including, but not limited to, text, graphics, logos, audio clips, and video clips and computer software used to develop, operate, and maintain this Site (collectively the “Content”) was derived from material supplied by Neighbor Capital and other sources and is protected by United States trademark, copyright and other intellectual property laws and international treaties, all rights reserved.
You may make one copy of the Content on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. Except for that limited purpose, you may not copy, republish, upload, post, transmit, modify, or distribute the Content in any way (other than sharing links to the Site) or decompile, reverse engineer, or disassemble the Content. The use of any Content on any other site or networked computer environment is prohibited without Neighbor Capital’s express written consent.
You may not use the “Neighbor Capital” trademark in connection with any products or services. You agree not to do anything that might impair Neighbor Capital’s rights, titles or interests in the “Neighbor Capital” trademark or the Content nor will you assert any right, title or interest in or to the trademark or the Content.
If you believe that the Content infringes on any intellectual property rights, please contact us by clicking on the “Contact” tab.
In your correspondence, please provide the following: (a) identification of the work that is allegedly infringed, (b) identification and location of the allegedly infringing material(s) on this Site, (c) your contact information, (d) a statement 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 (e) a statement that the information contained in your correspondence is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
12. Dispute Resolution
(a) Generally. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.
The arbitrator selected by the claimant and the arbitrator selected by respondent shall, within 10 days of their appointment, select a third neutral arbitrator. In the event that they are unable to do so, the parties or their attorneys may request the American Arbitration Association to appoint the third neutral arbitrator. Prior to the commencement of hearings, each of the arbitrators appointed shall provide an oath or undertaking of impartiality.
The place of arbitration shall be San Francisco, California.
By entering into this Agreement, the parties waive the right to participate in a Class Action.
(b) Exceptions. Notwithstanding the above, either party may: (1) bring an individual action in small claims court; or (2) apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy).
(c) Remedies. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute.
(d) Fees. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration.
(e) Confidentiality. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
13. General Provisions.
(a) This Site is controlled and operated from offices within the State of California, United States of America. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflicts of law. You agree that any action arising out of or in relation to your use of this Site or this Agreement shall be filed only in the State of California, County of San Francisco and you consent and submit to personal jurisdiction of the California courts for the purpose of adjudicating any such action.
(b) If any provision of this Agreement is determined to be invalid, that provision will be severed to the extent that it is invalid, and the remainder of the Agreement shall continue in full force and effect. The failure of Neighbor Capital to exercise any right provided in this Agreement shall not be deemed a waiver of such right.
15. Posting Guidelines. The Neighbor Capital Posting Guidelines are incorporated by reference into this Agreement.
16. Pre-dispute Arbitration
This agreement contains a predispute arbitration clause in Section 12. By signing an arbitration agreement the parties agree as follows:
All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
Last Updated: August 28, 2017