Last Modified: March 04, 2018
The following Terms of Service (the “Terms”) govern your use of https://miami.exchange (the “Site”) and the associated services and software (collectively the “Services”).
The Services are not directed to any person or corporation in any jurisdiction where the publication or availability of the Services is prohibited. Persons or corporations in respect of whom such publication or availability prohibitions apply must not access the Site.
Adventurous Entertainment LLC, a Florida limited liability company (“we”, “us” or “STO Landing Page”) is the operator of the Site. STO Landing Page is not a broker-dealer or an investment adviser and is not engaged in the business of selling securities or providing investment advice. STO Landing Page provides a platform for investors interested in our A series raising capital. Investors should obtain their own professional advice should they have any questions about a potential transaction.
If you are using the Services on behalf of a company, group or organization, you agree to these Terms on behalf of that company, group or organization and represent that you have the authority to do so (and in that case, “you” refers to that group or organization).
OVERVIEW OF THE SITE(a) The Site provides a community for investors (“Investors”) to invest in our A Series raising capital. Through our user portal, users can track the status of the offerings, review the Offering Documents, and updates about our project.
(d) You agree that we, in our sole discretion, stop providing the Services and may discontinue the Site at any time without liability to you.
OPENING AN ACCOUNT ON THE SITE(a) You can only use the Site if you can form a legally binding contract with us under the laws that apply to you, according to your location.
(b) If you are an Investor, by joining the Site you represent that you are an accredited investor with personal or professional experience assessing the long term business prospects of early stage companies. You also represent that you understand the risks of investing in early stage companies and new industries, including the high likelihood of loss and long periods of illiquidity. In addition, as defined in Rule 501 of Regulation D, you are sophisticated enough to protect your own interests. You may be required to complete an accredited investor questionnaire and we may restrict your access to the Services pending our review of the completed questionnaire.
(c) If you are a Company, by joining the Site you represent that, with regards to all Company Content that you post to, or otherwise make available through, the Services, you are the owner of, or sufficient rights in, the Company Content such that STO Landing Page may display or provide such Company Content through the Services.
USER OBLIGATIONS(a) You represent that any information you provide to us, including any Company Content, is true and correct. You further agree that you will promptly update us in the event any information you previously provided is no longer accurate or where you discover information previously provided was inaccurate when provided.
(b) By using the Services you assume sole responsibility for all activity taking place in your account, and for safeguarding any passwords or other credentials used to access the Site (“Access Methods”).
(c) By using the Services, you agree that you will not:
- Violate these Terms;
- Violate any applicable law, including any securities or tax law, in any way.
- Interfere with us or the operation of our services, or disrupt any user, host, or network.
- Try to access another user’s account without explicit permission, or access your account using a method other than the interface and instructions provided by us.
- Copy, distribute, or disclose any part of the Services by any medium, reverse engineer or attempt to extract the source code of our software, claim any ownership rights, or sell, trade, resell or otherwise exploit for any unauthorized commercial purpose or transfer any of our property.
- Breach or circumvent any security or authentication measures, or probe, scan, or test any system or network for vulnerabilities.
(d) If any of your Access Methods are lost, stolen or compromised, you will immediately notify us. You will be solely responsible and liable for all acts or omissions of any person accessing or using the Site or the Services via your Access Methods.
(e) In our sole and exclusive discretion, we may terminate, revoke, suspend, modify or change any or all of your Access Methods at any time without prior notice and without liability to you. You agree that you will immediately cease using the Site and delete your account in the event your use of the Site would violate any law applicable to you.
INVESTORS’ USE OF THE SITE(a) You represent and warrant that:
- You are aware that STO Landing Page is not a party to any simple agreement for future tokens (“Future Token Agreement”).
- You are aware that investing in early stage companies involves a particularly high degree of financial risk, including the risk of loss of the investor’s entire investment amount.
- You will not treat any content on the Site or any communication sent through the Services as information on which you should rely in making an investment unless specifically stated otherwise.
- You are aware that wen operate in a highly competitive and technology driven fields.
(b) You agree that we in no way recommends investing in our Company. In the event the Services contain any investment overview, such overview will be a summary which is not intended to purport to be complete, and you should review all materials provided to you by us prior to any investment.
(c) You acknowledge and agree that you will comply with, and are solely responsible for compliance with, all laws, rules and regulation applicable to any investment resulting from your use of the Services and that you will not act as an underwriter or distributor in connection with any investment resulting from your use of the Services. You further agree that you will not engage in an investment that would require to be registered under the Securities Act of 1933, as amended (the “Securities Act”).
(d) Where we are attempting to rely on the Regulation S safe harbor, you agree that you will not originate a buy order in connection with our Company´s Regulation S offering while you are present in the United States.
(e) You agree that you will treat the Content you receive through the Services as confidential and will not republish any Content without our consent.
SECURITIES MATTERS(a) The securities sold have not been registered under the Securities Act, in reliance on the exemptive provisions of Rule 506 of Regulation D or the safe harbor provided by Rule 903 of Regulation S. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state or foreign securities commission or other regulatory authority (each, a “Regulatory Authority”) has approved, passed upon or endorsed the merits of any offering on this Site. We are under the obligation to verify the accredited investor, U.S. person or other status of any Investor or whether (i) use of the Site constitutes a general solicitation of securities under the securities laws of the United States or the laws of any state or other jurisdiction, including any foreign jurisdiction, (ii) any transaction resulting from use of the Services constitutes an “offshore transaction” under Regulation S, (iii) use of the Services constitutes directed selling efforts in the United States under Regulation S or (iv) any offer or sale resulting from use of the Services complies with the laws of any foreign jurisdiction.
(b) Investors are encouraged to consult with professional tax, legal and financial advisors before making any investment. Additionally, your conduct may be governed by the laws, rules and regulations of the state(s) or foreign jurisdiction(s) in which you are located or are a resident. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site.
(c) In the event a Regulatory Authority alleges or determines that any offering or sale resulting from your use of the Services should have been registered under the rules and regulations of the Securities Act or other rule or regulation, you agree that we shall not be liable for any loss, liability, claim, demand, damages, costs or expenses (“Losses”) that you may incur. You further agree that you will indemnify us, in accordance with Section 12 of these Terms, for any Losses we may incur in connection with such allegation or determination.
SECURITY AND PRIVACY(a) You acknowledge that you provide your personal information at your own risk. We won´t share the information with anybody who won´t be necessary for your accreditation and prospect evaluation.
CONTENT AND PROPERTY(a) The Services, including all components, patents, trademarks, service marks, copyrights, know how, software, text, design, graphics, logos and all intellectual property rights related thereto (including, for the avoidance of doubt, Company Content and other information provided through the Services), are provided to you solely for your internal use and benefit in accordance with these Terms. You will not sell, lease or provide (other than to your customers if you are an Intermediary), directly or indirectly, the Services or any part thereof to any third party. The Services and all information on or relating thereto are confidential and proprietary, are owned by us or our licensors and are the subject of valuable intellectual property rights protected under the laws of the United States of America and various copyright laws and treaty provisions throughout the world. These Terms do not provide you with any rights to use our trademarks, logos, domain names, or any other brand features. You receive no right, title or interest in or to the Services, except as expressly permitted by these Terms.
(b) You may choose to give us feedback about the Services, including ideas and improvements. By providing such feedback, you agree that STO Landing Page is free to use any such feedback (or a similar concept developed internally by us or obtained from another source) or share it with others, at any time, and you will not be entitled to any compensation or recognition for the STO Landing Page´s usage of your feedback.
REPRESENTATIONS AND WARRANTIES(a) While we make our best efforts to provide you with satisfactory services, we can’t promise that there will never be problems. The Services are provided to you on an “AS-IS” and “AS AVAILABLE” basis, to be used at your own risk and responsibility. To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, we do not warrant that the content is accurate, reliable or correct; that any defects or errors will be corrected; that the Services or any software will be available at any particular time or location, uninterrupted or secure; or that the Services or any software is free of viruses, malware or other harmful components. Any content downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be responsible for any damage to your device or system, or for any loss of data resulting from such download or use of the Services.
LIMITATION OF LIABILITY(a) To the maximum extent permitted by law, in no event will STO Landing Page or its affiliates, officers, employees, agents, suppliers or licensors be liable for any indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, whether or not we have been warned of the possibility of such damages, and even if a remedy fails of its essential purpose or any claims, proceedings, liabilities, obligations, damages, losses or costs in any amount arising from your use of the Site or the Services or any content or other materials on or accessed through the Services, even if we are aware or have been advised of the possibility of such damages.
(b) Certain federal and state laws do not allow the exclusion or limitation of certain damages or limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.
INDEMNIFICATION(a) You agree to indemnify and hold us and our affiliates, directors, officers, agents, contractors, partners and employees, harmless from and against any Losses, including attorney’s fees, arising out of or in connection with your use of the Services or the business you conduct in connection with the Services, or any violation of yours of these Terms.
CHANGES AND MODIFICATIONS(a) We may, in our sole discretion, modify or update these Terms from time to time, so you should review this page periodically. When we change the Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Services after any such change constitutes your acceptance of the new Terms. If you do not agree to any of these or any future Terms, do not use or continue to access the Services.
TERMINATION(a) We may terminate these Terms at any time, provided, however, that your continued use of the Services will remain subject to the Terms. You may terminate these Terms at any time by deleting any account(s) you may have created and ceasing your use of the Services.
SURVIVAL(a) Any provision that remains executory at the time of termination of these Terms shall survive termination.
CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES(a) By using the Services you agree to receive electronically all documents, notices, agreements and forms arising from or related to your use of the Services, including any agreement you may enter into with us (“Communications”). If, after you receive any tax related Communication electronically from us, you would like a paper copy of such Communication sent to you by us, you may request a copy within 180 days of the date the Communication was provided to you by contacting us as described below. We will send your paper copy to you by U.S. mail at a cost charged to for each such communication. In order for us to send you paper copies; you must have a current and complete address on file with the STO Landing Page.
GOVERNING LAW AND ARBITRATION(a) By visiting or using the Services, you agree that the laws of the State of Florida, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. You and STO Landing Page agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be exclusively be determined by confidential arbitration in Florida before one arbitrator(s). The arbitration shall be administered by a Firm determined by us, pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
MISCELLANEOUS(a) These Terms constitute the entire and exclusive agreement between you and us with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services.
(b) The headings in these Terms are for reference only and will not in any way modify or qualify the rights and obligations set forth herein. Where any form of the word “including” appears in these Terms, it will be interpreted as if followed by the phrase “without limitation.”
(c) Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
(d) You may not assign any of your rights in these Terms, and any such attempt is void, but the Terms may be assigned by us without restriction. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void.
(e) For any questions, comments or business ideas you may contact us at: email@example.com