TERMS OF USE

Terms of Service

Thank you for visiting the website for Folio Capital, LLC (the “Website”) which is owned and operated by Folino Capital, LLC, a Pennsylvania limited liability company (“Folino”, “We”, “Our”, “Us” or the “Company”).  This Website allows Users, as defined herein, to review information regarding potential investment opportunities.  If you do not agree to all the terms of these Terms of Use (or “Terms”), you are not eligible to use this Website. These Terms apply to all users of the Website (in each case, a “User”).

Authorized User

THE WEBSITE IS OFFERED ONLY TO USERS WHO ARE AT LEAST THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH THEY RESIDE OR ARE LOCATED. BY USING THE WEBSITE, YOU REPRESENT THAT YOU ARE ABLE TO LEGALLY CONTRACT IN THE JURISDICTION IN WHICH YOU ARE LOCATED. In order to access certain features of the Website, including viewing securities offerings or posting content on the Website, you must register to create an account (“Account”) and meet certain criteria. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account. You will also choose a password and a username. Folino reserves the right in its sole discretion to refuse registration of or cancel a username. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify Folino immediately in writing of any unauthorized use of your Account or any other breach or suspected of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without first obtaining our written permission. You acknowledge and agree that you are liable for any damages or losses to Folino and other Users by any use of your Account, either authorized or unauthorized.

Although the Website may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Website. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with, legal obligation to or fiduciary duty to you and your registration of an Account or use of the Website does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review of the opportunities posted on the Website. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Website does not provide any of the foregoing advice or recommendations or provide any due diligence.

Accredited Investor

The securities offered on this Website, except where otherwise indicated, may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Before you can invest in any securities offerings on the Website, you must register and qualify as an “Accredited Investor,” except where otherwise expressly indicated. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an Accredited Investor. You acknowledge and agree that all information you provide for such certification is complete and accurate. By registering for purposes of subscribing to securities offerings as an Accredited Investor, you represent and warrant that you come within at least one of the following categories:

  • 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 the purchase, excluding the value of your primary residence;
    • Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceeds the fair market value of your primary residence).
  • a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
  • a business in which all of the equity owners are Accredited Investors;
  • a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases are made by a “sophisticated person;”
  • a bank, insurance company, registered investment company, business development company, or small business investment company;
  • an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
  • a charitable organization, corporation, or partnership with assets exceeding $5 million; or
  • any other category of Accredited Investor as set forth in Rule 501.

YOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING POSTED ON THE WEBSITE AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you will immediately provide Folino with such information in writing.

Privacy

Folino takes the privacy of its Users very seriously. Please read Folino’s Privacy Policy, which is hereby incorporated into these Terms of Use by reference, for information relating to our collection, use and disclosure of your personal information.

Certain Reserved Rights

Folino reserves the right, in its sole discretion and without notice, to change, delete, improve or correct any information, content, materials and descriptions provided on the Website and to suspend and/or deny access to the Website at any time, including but not limited to, for scheduled or unscheduled maintenance, upgrades, improvements or corrections. Folino may discontinue or change any product or service described in or offered on or through the Website at any time. Folino further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Website at any time and for any or no reason and without any liability. You agree that Folino will not be liable to you or to any third party for any such modification, suspension or discontinuance. Upon termination of these Terms of Use or your access to the Website for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Website may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Folino does not undertake any obligation or responsibility to update or amend any such information. You agree that Folino and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Changes to the Terms

Your use of the Website is governed by the then-current version of the Terms in effect on the date of such use. Folino may, at its sole discretion, modify the Terms and/or other policies and procedures governing the Website at any time without notice or liability by posting the modified Terms, policies or procedures to the Website and revising the “Updated” date. Your continued use of the Website after modified Terms have been posted or otherwise provided to you constitutes your agreement to be bound by the then-current Terms.

Termination

Folino may terminate these Terms and your right to use the Website at any time and for any reason or no reason without notice. Upon termination or expiration of these Terms, Folino may remove and discard any User content, and such materials and content may no longer be accessible by you. Folino will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party. You agree that Folino will not be liable to you or any third party for any such termination except as described in these Terms. Upon termination or expiration of these Terms, any provision, which, by its nature or express terms should survive, will survive such termination or expiration.

Securities Products; No Professional Advice Provided

The securities offered on the Website are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. None of the information contained on the Website constitutes a recommendation, solicitation or offer by Folino, its affiliates or third-parties, to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. The Website is 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, regulatory or self-regulatory organization or clearing organization, or where Folino is not authorized to provide such information or services. The Website is intended for informational purposes only. It is not intended to substitute for professional investment, financial, tax or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON FOLINO OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR INVESTMENTS. FOLINO 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 FOLINO AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, PARTNERS, AGENTS, AND EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.

Proprietary Rights

The Website contains the copyrighted material and other proprietary information of Folino (“Content”) and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of Folino.

The name Folino Capital, LLC and the logos, designs and service names on the Website (the “Company Marks”) are trademarks and trade dress owned exclusively by Folino or its affiliates and are protected under United States trademark law. Your limited license to use the Website does not include any right to use the Company Marks or content in any manner without Folino’s prior written authorization.

You agree that Folino may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any content violates the rights of third parties, including intellectual property rights; (c) enforce these Terms of Use and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Folino, its users, or the public.

By using and accessing the Website, you agree to keep all information you learn about companies, funds, and investment opportunities on the website private and confidential.

Warranty Disclaimer

Folino has no special relationship with, legal obligation to or fiduciary duty to you. You acknowledge that Folino has no control over, and no duty to take any action regarding: which users gains access to the Website; what you access via the Website; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release Folino from all liability for you having acquired or not acquired content through the Website. Folino makes no representations concerning any content contained in or accessed through the Website, and Folino will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website.

Folino does not represent, warrant, covenant, guarantee or promises any specific results from the use of the Website or any securities or investments described in the Website.

Folino makes no representation or warranty, express or implied, with respect to any third party data provided to Folino or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. Folino will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Folino or “force majeure” or any other cause beyond the control of Folino.

THIS WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED IN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE WEBSITE, IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THIS WEBSITE AND ANY WEBSITE-RELATED SERVICES IS SOLELY AT YOUR OWN RISK.

Notice

Except as otherwise explicitly set forth in the Terms or on the Website, all legal notices to Folino should be emailed to info@folinocapital.com. Legal notices to you will be provided either to the email or mail address you provide to Folino during the account registration process or posted on the Website. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice will be deemed given three days after the date of mailing or posting on the Website, as applicable. You agree that all notices and other communications that Folino provides to you electronically (by email or by posting on the Website) satisfies any legal requirement that such notice or communication be in writing.

Choice of Law

These Terms and your use of the Website are governed by and construed and enforced in accordance with the substantive and procedural laws of the Commonwealth of Pennsylvania, without regard to conflicts of law provisions. You consent to exclusive jurisdiction and venue in the state courts located in Berks County, Pennsylvania and in the United States District Court for the Eastern District of Pennsylvania located in Allentown, Pennsylvania. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OR YOUR USE OF THE WEBSITE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Third-Party Sites

The Website may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Folino of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Folino be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Folino shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party Sites are governed by the Terms of Use and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms of Use and the Privacy Policies of any Third Party Services that you access through our Website.

U.S. Jurisdiction

If you are located outside of the United States, you use or access the Website solely at your own risk and initiative. The Website is controlled and operated from facilities within the United States. Folino makes no representations warranties that the Website will be appropriate or available for use in any other jurisdictions or locations.

Severability

If any provision of these Terms is found to be void or unenforceable, that provision may be modified by a court to the extent necessary to make it valid and enforceable, while preserving its original intent. If any provision of these Terms is nonetheless held void or unenforceable in any jurisdiction, the provision will be enforced to the maximum extent permissible in that jurisdiction, and the enforceability of the Terms in any other jurisdiction and of the remaining provisions in that jurisdiction will not be affected. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Waiver and Integration

A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms. These Terms and other referenced materials are the entire agreement between you and Folino with respect to the Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Folino with respect to the Website and your use of the Website.