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Disclaimer

Last Updated: Nov 26, 2021

Welcome to Secondaries.io. We appreciate your interest in the service. It is important that you read, understand and adhere to the following Disclaimer.

By visiting the Site, you agree to this Disclaimer, our General Terms of Service and our Privacy Policy, which constitute one entire agreement and may be updated by us at any time. If we update our Disclaimer, we will post the updated Disclaimer here. Any such changes will be effective upon posting. If you disagree with our Disclaimer or any part of our Disclaimer, you may not use the Site.

User Content

All Content added, created, uploaded, submitted, distributed, or posted to the Platform by Users (collectively, “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent and warrant that you have all rights to provide the User Content and grant the licenses set forth below to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, droit moral rights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Consent to Secondaries.io

You grant to Secondaries.io a limited, non-exclusive, non-sublicensable and non-transferable consent to use any information disclosed to Secondaries.io, whether it is deemed User Content or information disclosed pursuant to the section “Requirement to Disclose,” solely for purposes of marketing the Platform, provided that in no event shall Secondaries.io use the actual names of the parties. In addition, Secondaries.io shall be permitted to aggregate all such information for internal or commercial purposes, provided that in no event shall any such information sold include the actual names of the parties unless that information is already in the public domain.

Availability of Content

We do not guarantee that any Content will be made available on the Platform or through the Services. Secondaries.io reserves the right, in its sole discretion, to (i) remove, edit or modify any Content, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities that such Content infringes or appears to infringe on intellectual property rights owned by others or if we are concerned that you may have violated the GToS), or for no reason at all; and (ii) to remove or block any Content from the Platform.

Copyright Infringement

If you believe that any material contained in the Platform infringes your intellectual property, you should notify Secondaries.io of the alleged infringement in accordance with the following procedure: Send any notification of claimed copyright infringement to legal@Secondaries.io.net. To be effective, the notification must be in writing and include the following information: (i) physical or electronic signature of the owner or authorized agent of the owner of the allegedly infringed work; (ii) identification of the allegedly infringed work; identification of the material that is claimed to be infringing and reasonably sufficient information for Secondaries.io to locate the material; (iii) contact information of the notifying party, such as an address, telephone number and email; (iv) a statement that the notifying party has a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the allegedly infringed work, its agent or the law; and (v) a statement, under penalty of perjury that the information in the notification is accurate and the notifying party is the owner or authorized agent of the allegedly infringed work.

Investment Disclaimers

This Site is for general informational purposes only. Under no circumstances should any information or materials presented on the Site be used or construed as an offer to sell, or a solicitation of an offer to buy, any securities, financial instruments, investments or other services. Dated content speaks only as of the date indicated.

This Site does not provide specific investing advice or strategies to any individual. The investments and strategies discussed in the Content may not be suitable for all investors and are not obligations of or guaranteed by Secondaries.io or any of its affiliates. Nothing contained on the Site constitutes investment, legal, tax or other advice nor is to be relied on in making an investment or other decision. Decisions based on the Content are the sole responsibility of the User. If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. You agree that Secondaries.io is not liable for any action you take or decision you make in reliance on any Content. Secondaries.io will not treat users of the Site as its partners, clients, customers or investors by virtue of their accessing the Site.

Past performance is not indicative of future results

No representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. The investment return and principal value of an investment may fluctuate, and, as a result, with respect to products that provide for redemptions, your redemption value may be more or less than the original cost.

The Site contains forward-looking statements, which reflect our current views with respect to, among other things, the operations and performance of our businesses, which are subject to various risks and uncertainties. You can identify these forward-looking statements by words such as "believes", "estimates", "anticipates", "expects", "plans", "intends", "may", "could", "might", "will", "should", "aims", or other similar expressions that convey uncertainty of future events or outcomes. Forward-looking statements include statements regarding our intentions, beliefs, assumptions, projections, outlook, opinions, analyses or current expectations concerning, among other things, results of operations, financial condition, business outlook, the industry, sector or region in which we operate or for which we provide research and the trends that may affect the industry, sector or region or us. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

User obligations

Any investment or investment activity to which this Site relates is available only to, and will be engaged in only with, Professional Investors as this term set forth in our General Terms of Service. Any person who is not a Professional Investor should not act or rely in this Site or any of its content. The information on this Site is not intended for retail customer use. The information contained within this Site is provided for convenience only as part of the services we offer. The information provided 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 that would subject Secondaries.io, to any regulation under, or registration requirement within, such jurisdiction or country. Products or services described herein may not be available in all jurisdictions. The information herein does not constitute or form part of an offer to sell or the solicitation of an offer to buy or sell any securities or services.

Users of the Site assume responsibility for determining whether any legal or regulatory considerations limit their access to, or use of, this Site and their compliance with local laws and regulations. Accordingly, persons or entities wishing to access this Site are required to inform themselves about and to observe such restrictions. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction. The Site is subject to change without notice. All electronic communication, including email, linked websites, shall be treated on basis of our Site and the terms herein. However, neither Secondaries.io, nor any of its directors, shareholders, affiliates, partners, trading names or related companies can accept any liability for the accuracy or content. We shall have no liability for any loss or damage arising out of the use of or reliance on information provided including without limitation, any loss or other damage, direct or consequential. Visitors who rely on this information do so at their own risk and accept this fact by entering the Site.

You are promising to act responsibly – which means you are making the following Promises:

  • That you have the right, authority, and capacity to enter into the relationships with Secondaries.io or other users on Secondaries.io on your own behalf and on behalf of any entity for whom you are acting;
  • You agree not to impersonate any other person or entity or to use a false name or email address that you are not authorized to use with the intent to impersonate that person or for any other reason;
  • You shall keep confidential all information obtained via the Site
  • You shall take reasonable care of all information obtained via this Sire on your own device (ie choosing strong passwords and strong security settings);
  • That you will update your registration information with the Company as needed so that it remains true, correct and complete;
  • That you will conduct yourself in a professional manner in all your interactions with Secondaries.io and with any other Secondaries.io community member, including but not limited to our subsidiaries, affiliates, officials, employees or personnel;
  • That you qualified as a “Professional Investor” as set forth in our General Terms of Service and include the following provisions:

Important Information for investors in the European Economic Area. In the European Economic Area, the information in this Site is only directed at "qualified investors" within the meaning of Article 2(1) (e) Directive 2003/71/EC and is not to be issued nor distributed to persons other than qualified investors within the meaning of Article 3(2)(a) of Directive 2003/71/EC, the "Prospectus Directive". The information contained in this Site must not be accessed by, acted on, or relied on by persons in the European Economic Area who are not qualified investors. Within the European Economic Area, any investment or investment activity to which the information in this Site relates is only available to qualified investors and will be engaged only with qualified investors

Important Information for Investors in Hong Kong: In Hong Kong, this Site is directed only at persons who qualify as “Professional Investors” as defined in the Securities and Futures Ordinance ('SFO') and the Securities and Futures (Professional Investor) Rules made under the SFO. The information contained in this Site does not constitute an “offer to the public” within the meaning of the Companies Ordinance, and is not an advertisement, invitation or document relating to any securities or collective investment schemes or any other investment under the SFO. None of the funds and/or products described in this Site have been authorized by any regulatory authority in Hong Kong.

Important information for Investors in USA: in USA, the Site is directed only at persons who qualify as “Accredited Investors” as defined by Rule 501 of Regulation D under the Securities Act to include the following categories of investors (among others):

  • a corporation, partnership, or charitable organization (within the meaning of section 501(c)(3) of the Internal Revenue Code), not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million;
  • an entity in which all the equity owners are Professional Investors;
  • a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of such person’s purchase of the securities, excluding the value of the primary residence of such person;
  • a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of such person’s purchase of the securities, excluding the value of the primary residence of such person;
  • a bank, savings and loan association, insurance company, registered investment company, registered broker or dealer, business development company, or a licensed Small Business Investment Company (as such terms are described in Rule 501);
  • an employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, savings and loan association, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million or if such plan is a self-directed plan, with investment decisions made solely by persons that are Professional Investors;
  • a director, executive officer, or general partner of the issuer of the securities being offered or sold or any director, executive officer or general partner of a general partner of that issuer; or
  • a trust with total assets in excess of $5 million, not specifically formed to acquire the securities offered, whose purchases are directed by a sophisticated person (as such term is described in Rule 501).

Indemnity

You agree to indemnify and hold Secondaries.io harmless (including against costs and attorneys’ fees) from and against all claims, liability, loss, cost and expenses or demand made by any third party due to or arising out of your access to or use of the Services, the violation of this Agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the Services by you (including claims related to invasion of privacy or other violation of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Secondaries.io or any Secondaries.io representative. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. The terms and provisions of this Paragraph shall survive the termination or expiration of your account(s) or the Services

Release

You hereby release any claims you may have against Secondaries.io that are in any way related to the Services or your use of Content, including any representations, recommendations or referrals you may receive as a result of your registration with Secondaries.io. You shall be solely responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third-party partners, regardless of the cause, or for the results obtained from the use of your Content.

Confidentiality

By registering with Secondaries.io, or otherwise using the Services or viewing Content made available through the Site in any way, you may be exposed to Sensitive Information. It is expected that you will use discretion in handling Sensitive Information. You agree that you will not republish, or cause any third party to republish, any information you acquire through the Services via an Internet Site or otherwise, for which one of the principal purposes is to compete with Secondaries.io. You further agree that you will not use Sensitive Information for any reason other than your evaluation of a particular investment opportunity unless approved in advance in writing by Secondaries.io.

Linked Sites

Secondaries.io does not review or monitor any websites linked from or to the Site and is not responsible for the content of any such websites, or any products or services contained on or accessible through such other websites, their terms of use or privacy policies. You are advised to review the terms of use and privacy policies of any website that you visit. Secondaries.io disclaims responsibility for the privacy policies and customer information practices of third-party internet websites linked from the Site.

Third-Party Content

Certain portions of the Platform, including, without limitation, information on certain private companies, may contain unedited or third party content. All postings, messages, text, images, links to third-party websites or other materials published or otherwise made available through this section (the “Third Party Content”) are the sole responsibility of the person(s) who originated such Third Party Content. Secondaries.io has no obligation to monitor, does not control and does not investigate or validate such Third Party Content; provided that Secondaries.io reserves the right at all times (but will not have an obligation) to remove any Third Party Content. By using this Third Party Content, you agree to not rely on the Third Party Content in connection with your use of the Platform and understand that you may be exposed to Third Party Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that Secondaries.io makes no representations or warranties regarding the Third Party Content and is not responsible or liable in any manner for the Third Party Content or the conduct, whether online or offline, of any User. The Third Party Content does not constitute legal or financial advice and must not be used in the place of legal counsel or financial due diligence. You should independently evaluate and verify all Third-Party Content.

Email disclaimer

Any business communication, sent by or on behalf of Secondaries.io, is confidential and may be privileged or otherwise protected. Such e-mail exchange is for information purposes only, it is not a recommendation, advice, offer or solicitation to buy or sell a product or service nor an official confirmation of any transaction. It is directed at persons who are professionals and is not intended for retail customer use. Such e-mail exchange and any attachments are for the sole use of the intended recipient(s). Secondaries accepts no liability for the content of the email, or for the consequences of any actions taken on the basis of the information provided unless that information is subsequently confirmed in writing. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please notify the sender by reply e-mail and destroy all copies of the original message and any attachments. By replying to the e-mails, you consent to Secondaries.io monitoring the content of any e-mails you send to or receive from Secondaries.io. Secondaries.io is not liable for any opinions expressed by the sender where this is a non-business e-mail. Emails are not secure and cannot be guaranteed to be error-free. Anyone who communicates with Secondaries.io by email is taken to accept these risks.

Technical Warning

The owner of the Site cannot be held liable for technical faults that may be detected when using the Site. By providing all necessary means, the owner of the Site is firmly committed to providing a secure Site for its users.

Limitation of Liability

Secondaries.io, its affiliates and their respective officers, directors, managers, partners, members, shareholders, employees, affiliates and agents (collectively “Related Persons”) make no representations or warranties and specifically disclaim any and all warranties of any kind, express or implied, with respect to the Site and the Content, including any representations or warranties with respect to merchantability, fitness for a particular purpose, title, non-infringement, availability, security, accuracy, freedom from viruses or malware, completeness, timeliness, functionality, reliability, sequencing or speed of delivery. Your use of the Site and the Content is on an “as is” and “as available” basis.

In no event shall Secondaries.io, its affiliates or their Related Persons be liable to any party for any claims, liabilities, losses, costs or damages under any theory, including but not limited to any direct, indirect, punitive, special, incidental, or consequential damages arising out of in connection with any access, use (or inability to use) or distribution of the Site, or any Content therein. This is true even if Secondaries.io has been advised of the possibility of such damages or losses.

If you have any questions or comments, please contact us.