Effective Date: January 01, 2019
These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you", “your”) and Ark7 Inc. ("Company", “we”, “us”, or “our”), concerning your access to and use of the https://www.ark7.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). The Site provides an online marketplace for the following goods, products, and/or services: Share-based real estate property (the “Securities Offerings”) and real estate property rental service (the “Rental Service”).
In order to help make the Site a secure environment for the purchase and sale of Securities Offerings, all users are required to accept and comply with these Terms and Conditions, including the Services Agreement posted on the Site, which is incorporated into these Terms and Conditions. You agree that by accessing the Site and/or the Securities Offerings, you have read, understood, and agree to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE Terms and Conditions, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND/OR THE SECURITIES OFFERINGS AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental Terms and Conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Unless otherwise indicated, the Site and the Securities Offerings are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site or the Securities Offerings and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.
By using this Site, you understand that your account is managed by yourself, thus you are responsible for any and all orders placed with your account and that all orders entered by you or on your behalf are unsolicited and based on your own investment decisions or the investment decision of your duly authorized representative or agent.
Accordingly, you acknowledge that neither us nor any of our employees, agents, principals, or representatives:
provide investment advice in connection with this account;
recommend any security, transaction or order;
act as a market maker in any security;
make discretionary trades; and
produce or provide any first-party research that provides specific investment strategies such as buy, sell or hold recommendations, first-party ratings and/or price targets. To the extent research materials or similar information are available through the Site, you understand that these materials are only intended for informational and educational purposes, and they do not constitute any recommendation to enter any securities transactions or to engage in any investment strategies.
By using the Site, you
certify that all registration information you submit will be true, accurate, current, and complete;
will maintain the accuracy of such information and promptly update such registration information as necessary;
have the legal capacity and you agree to comply with these Terms and Conditions;
authorize us to contact any individual or firm noted herein or on the documents referred to in subsection (1) of this Section and any other normal sources of debit or credit information;
authorize anyone so contacted to provide such information to us as we may request;
agree that this Agreement, the account application and any other document you provide in connection with your Account is our property, as the case may be. You shall promptly advise us of any changes to the information in such agreements and documents in writing within ten (10) calendar days. You authorize us to obtain reports and provide information to others concerning your creditworthiness and business conduct. Upon your request, we agree to provide you a copy of any report so obtained. We may retain this Agreement, the account application, and all other such documents and their respective records at our sole discretion, whether or not credit is extended.
You understand that all investments involve some degree of risk, that losses may be same as the principal invested, and that the past performance of a security, industry, sector, market, or financial product does not guarantee future results or returns.
You understand that your account comes with many defaulted service instruction features and preferences. You further understand that you are not required to use these defaulted options or preferences and that once your account is approved and opened you have the sole discretion to control and adjust such defaulted service preferences related to your account.
You understand that you are solely responsible for understanding the rights and terms for all securities purchased, sold and maintained in your Account. You acknowledge that we may adjust your Account to correct any error. We are not obligated to take any of these actions and we are not liable for Losses should we not take them.
All orders for the purchase of securities given for your Account will be authorized by you and executed in reliance on your promise that an actual purchase is intended. It is your responsibility to pay for purchases immediately or on our demand. You understand we may at any time, in its sole discretion and without prior notice to you, prohibit or restrict your ability to trade securities. You further agree not to allow any person to trade for your Account unless a trading authorization for that person has been received and approved by us. We reserve the right to require full payment in cleared funds prior to the acceptance of any order. In the event that you fail to provide sufficient funds, we may, at our option and without notice to you, i) charge a reasonable rate of interest, ii) liquidate the Property subject of the buy order, or iii) sell other Property owned by you and held in any of your Accounts. We may also charge any consequential Loss to your Account. For purposes of this Agreement, "Property" shall mean all monies, contracts, and investments, whether for present or future delivery, and all related distributions, proceeds, products, and accessions.
You understand that when you request assistance from us or our employees in using the investment tools available on the Site, it will be limited to an explanation of the tool’s functionality and, if requested by you, to the entry by us or our employees of variables provided by you, and that such assistance does not constitute any investment suggestion, or any opinion with respect to the suitability of any transaction, or solicitation of any orders.
You understand that we do not provide tax or legal advice.
You understand that we may discontinue your Account and any services related to your Account immediately by providing written notice to you.
You are solely responsible for keeping your Account numbers and PINs confidential and will not share them with any third parties. "PINs" shall mean your username and password;
You agree and accept full responsibility to monitor and safeguard your Accounts and access to your Accounts;
You agree to immediately notify us in writing, delivered via e-mail and a recognized international delivery service, if you become aware of: (i) any loss, theft, or unauthorized use of your PINs or Account numbers; (ii) any failure by you to receive any communication from our indicating that an order was received, executed or canceled, as applicable; (iii) any failure by you to receive an accurate written confirmation of an order, execution, or cancellation; (iv) any receipt by you of confirmation of an order, execution or cancellation, which you did not place; (v) any inaccurate information in or related to your orders, trades, Account balances, deposits, withdrawals, securities positions or transaction history; or (vi) any other unauthorized use or access of your Account;
Each of the events described in subsections (3)(i)-(vi) shall be deemed a "Potential Fraudulent Event". The use and storage of any information including your Account numbers, PINs, portfolio information, transaction activity, account balances and any other information or orders available on your wireless, web-enabled cellular telephone or similar wireless communications device (collectively, “Mobile Device”) or your personal computer is at your own risk and is your sole responsibility. You represent that you are solely responsible for and have authorized any orders or instructions appearing in, originating from, or associated with your Account, your Account number, your username, password, or PINs. You agree to notify us immediately after you discover any Potential Fraudulent Event, but in no event more than twenty-four (24) hours following discovery. Upon request by us, you agree to report any Potential Fraudulent Event promptly to legal authorities and provide us a copy of any report prepared by such legal authorities. You agree to cooperate fully with the legal authorities and us in any investigation of any Potential Fraudulent Event and you will complete any required affidavits promptly, accurately and thoroughly. You also agree to allow us access to your Mobile Device, your computer, and your network in connection with our investigation of any Potential Fraudulent Event. You understand that if we fail to do any of these things you may encounter delays in regaining access to the funds in your Account. You agree to indemnify and hold us, our Affiliates, and our Affiliates’ respective officers, directors, and employees harmless from and against any Losses arising out of or relating to your failure to comply with any of your above obligations relating to any Potential Fraudulent Event. You acknowledge that we do not know when a person entering orders with your username and password is you;
Trusted Contact Person. You understand that, pursuant to FINRA regulations, we are authorized to contact the Trusted Contact Person (as defined by FINRA Rule 4512) designated for your Account and to disclose information about your Account to address possible financial exploitation, to confirm the specifics of the customer's current contact information, health status, or the identity of any legal guardian, executor, trustee or holder of a power of attorney, or as otherwise permitted by Rule 2165.
We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Site or the Securities Offerings displayed or offered through the Site. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Securities Offerings and the Site is provided for informational and advertising purposes only.
To help the government detect the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This means that when you open an Account with us, we will ask for your name, address, date of birth and other identifying information. Further, we may also ask copies of your driver’s license, passport, or other identifying documents. We may take steps to verify the accuracy of the information you provide in your Account application. Otherwise, we may restrict your access to your Account during such verification. You will provide us with prompt notification of any changes in the information including your name, address, email address, and phone number.
It is your obligation to review order execution confirmations and statements of your Account promptly upon receipt. You agree to receive all confirmations and account statements, as well as all tax-related documents, in electronic format. You understand that account statements will evidence all activities in your Account for the stated period, including securities transactions, cash balances, credits to your Account and all fees paid from your Account. Notwithstanding Section 33(B), confirmations will be considered binding on you unless you notify us of any objections within two (2) calendar days from the date confirmations are sent. Account statements will be considered binding on you unless you notify us of any objections within ten (10) calendar days after your Account statements are posted online. Such objection may be oral or in writing, but any oral objection must be immediately confirmed in writing. In all cases, we reserve the right to determine the validity of your objection. If you object to a transaction for any reason, you understand and agree that you are obligated to take action to limit any losses that may result from such transaction or you will take sole responsibility for any losses related to the transaction, even if your objection to the transaction is ultimately determined to be valid.
Nothing in this section shall limit your responsibilities as described in the User Responsibilities section.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or purchase the Securities Offerings.
Some of our services are available only to those Users who are Accredited Investors as defined in Regulation D Rule 501 adopted pursuant to the Securities Act of 1933 ("Accredited Investors"). An accredited investor is a person or a business entity who is allowed to deal in securities that may not be registered with financial authorities. To be an accredited investor, a person must have an annual income exceeding $200,000, or $300,000 for joint income, for the last two years with expectation of earning the same or higher income in the current year, or have a net worth of more than $1 million (excluding their primary residence). The authorization for such Accredited Investors 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 Ark7 and to stop accessing such restricted portions of the Site and/or Service. Further, because access to the restricted portions of the Site is limited by applicable law to Accredited Investors, you agree that you will not allow anyone to access such restricted portions of the Site, or share or disclose any information obtained through restricted portions of the Site with anyone, regardless of whether you believe such person or entity to be an Accredited Investor.
As part of Ark7’s 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 and Conditions, each authorized user agrees to receive email notifications from Ark7 concerning offerings. In some cases, users of the restricted portions of the Site may be required to confirm their status as an Accredited Investor. In order for Ark7 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 Ark7 with all information and documentation reasonably required by Ark7 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 any requested information and documentation that confirms your status as an Accredited Investor, Ark7 may immediately suspend, block or otherwise discontinue your access and use of the Site or Service. Ark7 may change its eligibility criteria at any time, for any reason, and without prior notice.
All services and real estate offered on this website are only offered on the basis that they are used by professionals who have a proper understanding of investment and economic risks and who are prepared to assume responsibility for such risks. In addition, certain real estate offerings contained on this website are solely directed towards Accredited Investors who are accustomed to dealing with private real estate investment and are willing to accept the concomitant higher levels of risk. Use of this website or any services offered thereon implies a representation and warranty that you as an individual have reached the requisite legal age to enter into a binding contract and that any and all information you provide as part of your registration is both truthful and accurate. You also affirm that you possess a notable level of experience of making investments in the types of instruments this website offers, including but not limited to notes, equities, real estate, and other types of security; that you appreciate that every investment offered through our services carry a high level of risk, and that you are fully cognizant of the risks that the investments offered on this website carry, and that you are aware and accept that you could lose your entire investment by investing in the services. You also acknowledge and agree that there are low liquidity concerns as well as long-term commitments to investments in public or private placements and that securities sold for private placements are not subject to public trading. In addition, the restricted stock that may be offered to investors can be subject to requirements of holding periods. Due to the above, the offerings on this website may only be available to individuals or entities of high net worth or selected institutional investors. If your use of this website is as a representative of any particular entity, you must affirm that you have the authorization to enter into this agreement on the behalf of the said entity and that said entity has agreed that they indemnify Ark7 against any consequences of your violating this agreement.
You further represent and agree that you understand that Ark7 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 Ark7 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 seek investment and/or tax advice from your advisers before investing. 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 Website constitutes any recommendation, solicitation or offers to buy or sell any securities 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 Ark7 is not authorized to provide such information or services. Some products and services described in the Website may not be available in all jurisdictions or to all clients.
You acknowledge that you are not depending on Ark7 or any of its affiliates, officers, directors, partners, agents or employees in making any investment decision. Always consider seeking the advice from a qualified professional before making decisions about your business and/or investments. Ark7 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 Ark7 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 usage of the Site 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 Site 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 Site that are contrary to applicable laws or regulations. You may be liable for any losses incurred by Ark7 or others due to any unauthorized usage of your account.
You further agree that you are responsible for any unauthorized usage of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. Ark7 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 activities in your account to us by email at info@ark7. You may also be liable for any losses incurred by Ark7 or others due to any unauthorized usage of your account.
You are solely responsible for maintaining the confidentiality of your account and password and agree to promptly report any unauthorized or suspicious activities in your account to us by email at info@ark7. You may also be liable for any losses incurred by Ark7 or others due to any unauthorized usage of your account.
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.
Share or disclose to anyone any information obtained through the Website or Service about any investment offerings.
Distribute in any medium any part of the Website or Service or any content available thereon without Ark7's prior written authorization. The only exceptions are where Ark7 makes available the means for such distribution through functionality offered by the Service.
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).
Transfer or assign these Terms, and any rights and licenses granted hereunder.
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 any of Ark7 security or authentication measures.
Gain unauthorized access to the Website, Service, any other Ark7 Website or Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means.
Contact any party or user other than as allowed through the Website or Service.
Use the Service to artificially generate traffic or page links to a Website or for any other purpose not expressly allowed under these Terms and Conditions.
Use the Service for any commercial uses or purposes, unless you obtain Ark7 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) giving investment recommendations to other Users; and (iv) advertising, sponsorships, or promotions placed on or within the Website or Service.
Promote or provide instructional information about illegal activities or promote physical harm or injury against any groups or individuals.
Circumvent, disable or otherwise interfere with security-related features of the Service or any other computer systems or networks connected to the Service.
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.
Impersonate any person or entity, including any employee or representative of Ark7, 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.
Use the Service or take any actions that impose or may impose (as determined by Ark7 in its sole discretion) an unreasonable or disproportionately large load on Ark7's 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.
Interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service.
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).
Run Mail list, Listserv, or any form of auto-responder or "spam" on the Service.
Use any robot, spider, Website search/retrieval application, or other devices to retrieve or index any portion of the Service or collect information about its Users for any unauthorized purposes.
Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive and/or malicious nature.
Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Make any unauthorized use of the Securities Offerings, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use a buying agent or purchasing agent to make purchases on the Site.
Use the Site to advertise or offer to sell goods and services.
Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
Engage in unauthorized framing of or linking to the Site.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Make improper use of our support services or submit false reports of abuse or misconduct.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
Attempt to impersonate another user or person or use the username of another user.
Sell or otherwise transfer your profile.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Use the Securities Offerings as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Securities Offerings to you.
Delete the copyright or other proprietary rights notice from any Content.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Securities Offerings.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use the Site in a manner inconsistent with any applicable laws or regulations.
You may be required to register with the Site in order to access the Securities Offerings. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
You understand and agree that we may record and monitor any telephone or electronic communications with you. Unless otherwise agreed in writing in advance, we do not consent to the recording of telephone conversations by any third party or you. You acknowledge and understand that not all telephone or electronic communications are recorded and monitored by us, and we do not guarantee that recordings of any particular telephone or electronic communications will be retained or capable of being retrieved.
All transactions in your Account will be subject to federal securities laws and regulations, the applicable laws and regulations of any state or jurisdiction in which Ark7 is open to. In no event will Ark7 be obligated to effect any transaction it believes would violate any federal or state law, rule or regulation or the rules or regulations of any regulatory or self-regulatory organization.
You understand that we may, in our discretion, prohibit or restrict the trading of securities, or the substitution of securities, in any of your Accounts. You understand that we may execute all orders by you with any broker-dealer or market, unless you specifically instruct us to the contrary. In the event of a breach or default by you under this Agreement, we shall have all rights and remedies available to a secured creditor under all applicable laws and in addition to the rights and remedies provided herein. You understand that we may at any time, in our sole discretion and without prior notice to Me: (i) prohibit or restrict your access to the usage of the Site and your ability to trade, (ii) refuse to accept any of your transactions, (iii) refuse to execute any of your transactions, or (iv) terminate your Account. The closing of your Account will not affect the rights or obligations of either party incurred prior to the date your Account is closed.
Further, we will not tolerate any foul or abusive language, physical violence, threatening behavior, or other inappropriate conduct directed toward us and our Affiliates’ officers, employees, contractors or customers. If you engage in any such behavior, as determined by us in our sole discretion, you agree that we are authorized to (i) liquidate any securities, instruments or other property in your Account, (ii) send you the proceeds, and (iii) close your account. We will not be responsible for any Losses caused by the liquidation of securities, instruments or other property pursuant to this paragraph, including any tax liabilities.
It is agreed that in the event of your death or the death of one of the joint Account holders, the representative of your estate or the survivor or survivors shall immediately give us written notice thereof, and we may, before or after receiving such notice, take such proceedings, require such papers and inheritance or estate tax waivers, retain such portion of, or restrict transactions in the Account as we may deem advisable to protect us against any tax, liability, penalty or loss under any present or future laws or otherwise. Notwithstanding the above, in the event of your death or the death of one of the joint Account holders, all open orders shall be canceled, but we shall not be responsible for any action taken on such orders prior to the actual receipt of notice of death. Further, we may in our discretion close out any or all of the Accounts without awaiting the appointment of a personal representative for your estate and without demand upon or notice to any such personal representative. The estate of any of the Account holders who have died shall be liable and each survivor shall continue to be liable, jointly and severally, to us for any net debit balance or loss in said account in any way resulting from the completion of transactions initiated prior to the receipt by us of the written notice of the death of the decedent or incurred in the liquidation of the Account or the adjustment of the interests of the respective parties, and for all other obligations pursuant to this Agreement. Such notice shall not affect our rights under this Agreement to take any action that we could have taken if you had not died.
The proceeds of sale transactions and dividends paid will be reported to the Internal Revenue Service ("IRS") in accordance with applicable law.
This subsection is applicable if you are a U.S. Person (including a U.S. resident alien) as such term is defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended ("U.S. Person"). Under penalties of perjury, you certify that the taxpayer identification number that you have provided or will provide to us (including any taxpayer identification number on any Form W-9 that you have provided or will provide to us) is your correct taxpayer identification number. You certify that you are not subject to backup withholding and you are a United States Person. If a correct Taxpayer Identification Number is not provided for Ark7, you understand you may be subject to backup withholding tax at the appropriate rate on all dividends, interest and gross proceeds paid to you Backup withholding taxes are sent to the IRS and cannot be refunded by Ark7. You further understand that if you waive tax withholding and fail to pay sufficient estimated taxes to the IRS, you may be subject to tax penalties.
This subsection is applicable if you are not a U.S. Person. You certify that you fully understand all the information on any Form W-8BEN that you have submitted or will submit to us. Under penalties of perjury, you declare that (i) you have examined all the information (including all the information in the English language) on any Form W8BEN that you have submitted or will submit to us and (ii) to the best of your knowledge and belief all such information is true, correct, and complete. You authorize us to provide any such Form W-8BEN any withholding agent that has control, receipt, or custody of the income of which you are the beneficial owner or any withholding agent that can disburse or make payments of the income of which you are the beneficial owner. You agree that you will submit a new Form W-8BEN to us within 30 calendar days if any certification made on any previously submitted Form W-8BEN becomes incorrect. You understand that the IRS does not require your consent to any provisions of such Form W-8BEN other than the certifications required to establish your status as a non-U.S. Person and, if applicable, obtain a reduced rate of withholding.
You authorize us to invest the free credit balances in your Account in money market funds and, without notice, to redeem your money market fund shares to the extent necessary to satisfy any debit arising in any of your Accounts. Amounts not invested may accrue and may accrue interest on the free credit balances. Any accrued interest will be calculated on a 365-day year and actual days elapsed. The interest rate may vary from time to time without prior notice and may be equal to zero. You understand that Ark7 shall not be obligated to pay interest on any free credit balance in your Account. You further understand that Ark7 receives rebates from customer free credit balances.
Ark7 may, now or in the future, charge fees for the use of the Service or certain features thereof. You agree to pay to Ark7 all applicable fees for the services purchased on or through the Website or Service under your account at the then-current rates for such services (including any applicable taxes). Service fees will be billed at the time you purchase any applicable services. Unless otherwise communicated to you by Ark7 in writing, all fees and charges are nonrefundable. You understand that there are charges for sourcing the real estate properties and managing the properties, and Ark7 may change the fees for the use of the Service, or any service or feature provided thereon, or add new fees or charges, at any time. For any change in fees for services purchased under your account, Ark7 will send you a notice of such change in advance of such change (via email or a message posted on the Website).
You understand that there are charges for executing buy and sell orders and for other services provided under this Agreement. You understand that the commissions and fees for trade executions and other services in accounts are charged by the broker-dealer partners working with Ark7. Ark7 doesn’t charge extra commissions for executing buy and sell orders.
You also agree to pay all applicable federal, state, local, and foreign taxes. You authorize Ark7 to automatically debit your Account for any such brokerage commissions, charges, fees, and taxes. You agree to pay any such commissions and fees at the then-prevailing rate. You acknowledge that the prevailing rate of commissions and fees may change and that change may occur without notice. You agree to be bound by such changes. You specifically agree to pay a reasonable rate of interest on the principal amount of any debit balance carried with respect to your Account. Interest may be charged against your Account in connection with cash withdrawals if the proceeds from a security sale are disbursed before the regular settlement date of the sale transaction and late payments. If Ark7 receives your payment for securities purchases in a cash account after the settlement date, you shall be charged a late payment fee of $25 plus a daily interest charge on the debit balance until Ark7 is fully paid. The charges shall accrue until paid and posted to your Account on the day following payment of the debit balance. Interest due on your Account is payable on demand. You also agree to pay such expenses incurred by us in connection with the collection of any unpaid balance due on your Accounts including attorney's fees allowed by law.
Ark7 generally receive all payments, and make all disbursements, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial accounts to pay any amounts described herein and authorize Ark7 to make any and all investment disbursements, to such account. You agree to provide Ark7 updated information regarding your bank or other accounts upon Ark7’s request and at any time that the information earlier provided is not valid anymore.
You authorize Ark7, at its discretion and without further prior notice, to utilize an electronic check processor or Automated Clearing House ("ACH") facility to draft funds in the amount of any of your checks payable to Ark7, its agents or assigns. Money deposited via ACH is normally not available for withdrawal for five (5) to ten (10) business days. Within calendar 63 days of the date of your ACH deposit, your funds may only be withdrawn to the bank account from which such funds were deposited. You understand that for the ACH transfers to be established, at least one common name must match exactly between Ark7 and your bank accounts. To send and receive ACHs, your bank must be a member of the ACH system. For ACH transactions, you hereby grant us limited powers of attorney for purposes of redeeming any shares in your Account and direct us to accept any orders to make payments to an authorized bank account and to fulfill these orders through the redemption of shares in your Account. In addition, if you or any joint account owner decides to cancel an ACH transfer, you hereby direct and grant us power of attorney to redeem any shares necessary to fulfill and make such rescission regardless of whether you incur any loss.
An ACH bank reversal may occur when (A) there are insufficient funds in your bank account, (B) there is a duplicate transaction, (C) the transaction is denied, or (D) the type of account is incorrect. You acknowledge that in the event of an ACH bank reversal, you will incur a fee. Before making an ACH transfer, you agree to check Ark7’s most recent Fees Schedule, available at https://www.ark7.com/fee-schedules. You agree that you are solely liable and responsible for any ACH reversal fees that you incur.
The Website and/or Service may allow you to correspond or otherwise interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that such other Users are not affiliated with or controlled by Ark7 or its affiliates, and Ark7 cannot influence the investments, information, advice or services provided by them. Your correspondence or interaction with other Users is solely between you and such other Users. You agree that Ark7 and its affiliates will not be responsible or liable for any loss or damage of any sort incurred as the result of any interactions between you and other Users. Furthermore, if you provide any investments, information, advice or services to other Users through the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Ark7 or its affiliates.
If you have a dispute with one or more Users, you irrevocably and forever release Ark7 (and Ark7’s affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
The Service may permit 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 Content submitted by you or any other Users of the Site 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 Ark7. You understand that Ark7 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 Ark7’ or any Ark7 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 Ark7 to any third party for the performance of any services you have chosen to be performed by Ark7 or for the exercise of any rights granted in these Terms, unless you and Ark7 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 Ark7, 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 Ark7 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 and Conditions.
By submitting User Content to Ark7, you hereby grant Ark7 and its affiliates, sublicensees, partners, designees, and assignees a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Service and Ark7' (and its successors' and affiliates') business, including without limitation for promotion and redistribution of part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
You hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms and Conditions. The above licenses granted by you in User Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your User Content from the Service. You understand and agree, however, that Ark7 may retain, but not display, distribute, or perform, server copies of your User Content that has been removed or deleted.
Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Securities Offerings. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
You may be exposed to User Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable and Ark7 makes no representations or warranties regarding any User Content, is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to any User Content and does not endorse any User Content submitted to the Service by any user or other licensor, as well as any opinion, recommendation, or advice expressed therein and all such content is offered "AS IS" and "AS AVAILABLE".
We may provide you with areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
If you access the Securities Offerings via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the Terms and Conditions of this mobile application license contained in these Terms and Conditions. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an "App Distributor") to access the Securities Offerings: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s Terms and Conditions; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the Terms and Conditions of this mobile application license contained in these Terms and Conditions or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the Terms and Conditions in this mobile application license contained in these Terms and Conditions, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the Terms and Conditions in this mobile application license contained in these Terms and Conditions against you as a third-party beneficiary thereof.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Securities Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
We may allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Securities Offerings.
These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE Terms and Conditions, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE SECURITY OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE Terms and Conditions OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE Securities Offerings OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Securities Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Securities Offerings.
We cannot guarantee the Site and the Securities Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Securities Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Securities Offerings during any downtime or discontinuance of the Site or the Securities Offerings. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or the Securities Offerings or to supply any corrections, updates, or releases in connection therewith.
This Agreement (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed and enforced in accordance with the laws of the state of Delaware as they apply to agreements entered into and to be performed entirely within Delaware between Delaware residents, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. By your agreement to the Terms and your usage of the Ark7’s Service, you agree to submit to personal jurisdiction in Delaware for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury for any matter.
Unless otherwise agreed in writing by you and Ark7, any dispute arising out of or relating to the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in Delaware. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Ark7 or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
Any cause of action arising out of or related to the Service and all products and services offered via the Ark7 Site or Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. You acknowledge and agree that you may bring claims against Ark7 only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in United States County, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in United States County, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Securities Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE AND THE SECURITIES OFFERINGS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND THE SECURITIES OFFERINGS AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE Securities Offerings, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. ARK7 IS NOT RESPONSIBLE FOR VERIFYING THAT ANY INVESTOR OR USER IS AN ACCREDITED INVESTOR BEYOND REVIEWING INFORMATION SUBMITTED DIRECTLY TO ARK7. ARK7 DOES NOT RECOMMEND ANY INVESTMENT OPPORTUNITIES SPECIFICALLY TO OR FOR ANY USER OR ENDORSE THEIR SUITABILITY FOR INVESTMENT BY ANY SPECIFIC USER. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE Securities Offerings, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Securities Offerings; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site or the Securities Offerings with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication is in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Securities Offerings constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
In order to resolve a complaint regarding the Site or the Securities Offerings or to receive further information regarding the use of the Site or the Securities Offerings, please contact us at:
Ark7 Inc. 535 Mission St, 14th Floor San Francisco, CA 94105 United States Attention: Ark7 Legal