Last updated: December 1st, 2017
Purchase of Securities
An offer and sale of securities is a transaction between the company selling its securities and the purchaser purchasing such securities. ExitValley is not a party to such transaction. ExitValley provides a platform that presents information regarding potential investment opportunities and allows users to participate in investment activities. ExitValley reserves the right to determine whether a user will be allowed to participate in a certain investment transaction, based on satisfaction of legal requirements for participation, execution of transaction documents, consent of third parties, ExitValley's discretion and other factors.
No Investment Advice
EXITVALLEY OR ANYONE ON ITS BEHALF DOES NOT PROVIDE ANY INVESTMENT OR FINANCIAL ADVICE OR RECOMMENDATION. All investment decisions shall be made solely by you, at your sole discretion and at your own risk. ExitValley only provides an online platform to facilitate investment transactions selected by you and shall bear no liability whatsoever with respect to any investment decisions.
The Services are available only to individuals who are at least 18 years old (or older if required in your jurisdiction). You represent that you are at least 18 years old. ExitValley reserves the right to ask for proof of age from you and your account may be suspended until satisfactory proof of age is provided.
You agree to use the Site, Content or Services for your internal business use only. You agree not to do any of the following while using the Site, Content or Services:
Use the Services in violation of any laws, or any rights of ExitValley or any other person or otherwise misuse or inappropriately use the Services;
Access, tamper with, or use non-public areas of the Site or ExitValley’s computer systems;
Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another’s rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability. ExitValley may edit or delete any message or other content you post in violation thereof. By posting any content on the Site, you grant ExitValley an irrevocable, perpetual, non-exclusive royalty free license to use, copy, perform, distribute and display such content and any derivative thereof;
Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
Attempt to access or search the Site, Content, or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by ExitValley or other generally available third party web browsers;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Content, or Services;
Sell, lease, lend, transfer or rent the Site, Content, or Services, use the Site, Content, or Services to provide service bureau, time sharing, rental, application services provider or other services to third parties, or otherwise make the functionality of the Site, Content, or Services available to third parties;
copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Site, Content, or Services in any form or media or by any means;
Send unsolicited email, junk mail, “spam”, or chain letters, or promotions or advertisements for products or services;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, Trojan horses, overloading, flooding, spamming, or mail-bombing the Site; or
Impersonate or misrepresent your affiliation with any person or entity.
The Site may contain links to third-party websites or resources. You acknowledge and agree that ExitValley is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ExitValley of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
You shall provide accurate, complete, and updated registration information in registering for the Service. You must update any new information within 30 days. You are responsible for safeguarding the password that you use to access any secure areas of the Site. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify ExitValley of any unauthorized use of your password. You shall never use another user account and password without the other user’s express permission.
have sole responsibility for the legality, reliability, integrity, accuracy and quality of all of the data provided by you and your authorized users for the purpose of and in connection with using the Services ("Customer Data"). We may keep, use and share, publicly and with our partners, aggregated non-personally identifiable information derived from Customer Data and the Services, including but not limited to for the purpose of improving the Services.
Your registration to this Site and Services constitute an acknowledgment and agreement to receive emails regarding the Services. You can close your account and be removed from the Site's mailing list by sending an email to firstname.lastname@example.org
Use of the Site and Services at Your Own Risk
Your access to and use of the Site, Content, and Services, including purchasing securities, is at your own risk. You understand that any investment activity, and in particular equity investment in early stage companies with limited operating history, involves substantial risk. You acknowledge that you can bear the economic risk of your investment. You understand that no public market now exists for any of the shares purchased through the Site and that it is uncertain whether a public market will ever exist. Any use of the Site and Services in violation of applicable law is prohibited. You are solely responsible to verify that your use of the Site and Services and any purchase of securities through the Site are permitted in your jurisdiction. You should consult legal counsel if you have any questions. ExitValley will have no responsibility with respect to any securities purchased through the site, any information obtained from the Site or from using the Services, or the offer or sale of securities through the site. ExitValley is not liable for any damages or loss incurred related to purchase of securities or any other use of the Services. ExitValley will have no responsibility for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site, Content, or Services.
Investment in early stage companies, with limited operating history, involves substantial risks. You acknowledge that you can bear the economic risk of losing your entire investment.
These risks include:
- No public market now exists for any of the shares purchased through the Site and it is uncertain whether a public market will ever exist. Therefore, you may not be able to sell your shares.
- Early stage companies rarely pay dividends to their shareholders, but rather reinvest their profits into the business. Companies do not have any obligation to pay dividends. This means that you are unlikely to see a return on your investment until you sell your shares.
- Your investment may be subject to future dilution when the company issues more shares. Unless you participate in future financing rounds, your proportionate shareholding in the company will be reduced. The shares you are buying may include a pre-emptive right, that gives you the right to participate in the new financing round and buy additional shares to maintain your shareholding percentage.
- Diversification means spreading your money across multiple investments to reduce your risk. You should only invest a portion of your available investment funds through this Site and maintain balance with more liquid and less risky investments.
The Site is Available “AS-IS”
THE SITE, CONTENT, AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, EXITVALLEY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT and provides absolutely no investment advice with respect to any investments which may be carried out on its platform.
EXITVALLEY MAKES NO WARRANTY THAT THE SITE, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. EXITVALLEY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ISSUERS, SECURITIES OR OTHER INFORMATION OBTAINED THROUGH THE SITE, CONTENT OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, CONTENT OR SERVICES.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EXITVALLEY OR THROUGH THE SITE, CONTENT, OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Indemnity and Release
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ExitValley NOR ANY OTHER party involved in creating, producing, or delivering the Site, content, or services, INCLUDING INVESTMENT INFORMATION AND INVESTMENT ACTIVITIES, will be liable for any incidental, SPECIAL, consequential or PUNITIVE damages resulting from your access to or use of, or inability to access or use, the Site, content, or services, whether based on warranty, contract, tort (INCLUDING NEGLIGENCE) or any other legal theory, whether or not EXITVALLEY has been informed of the possibility of such damage.
YOU AGREE THAT THE AGGREGATE LIABILITY OF EXITVALLEY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITE, CONTENT OR SERVICES IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO EXITVALLEY AS FEES FOR ACCESS TO AND USE OF THE SITE, CONTENT, OR SERVICES DURING THE 12 MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, EXCLUDING ANY AMOUNTS PAID FOR PURCHASE OF SECURITIES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EXITVALLEY AND YOU.
Controlling Law and Jurisdiction