ALTERNATIVE INVESTMENT ASSOCIATION MEMBERSHIP GENERAL TERMS AND CONDITIONS
Your use of our website is governed by the following terms and conditions ("Terms of Use"), as well as the Alternative Investment Association, INC. Privacy Policy, and other operating rules, minimum qualifications, and cautions posted throughout the website or presented to you individually during the course of your use of the website (collectively, the "Terms"). The Terms govern your use of the website, and Alternative Investment Association, INC. reserves the right to update or replace the Terms at any time without notice. You are advised to review the Terms for any changes when you visit the website even if you have not received notification of changes, as you are bound by them even if you have not reviewed them. Your viewing and use of the website after such change constitutes your acceptance of the Terms and any changes to such terms. If at any time you do not want to be bound by the Terms, you should log out, exit, and cease using the website immediately. Membership in the Alternative Investment Association (“AIA”) is contingent upon payment of any applicable membership fee and compliance with these terms and conditions (“T&C”).
Background
AIA is a volunteer organization with a mission that unites, supports and empowers professionals in the alternative investment industry.
Membership
AIA members will receive the information and other services to be provided by AIA (the provision of such information and services by AIA may hereinafter be referred to in these T&C as the “Services”), including any membership fee information. A member must satisfy any fee requirements and eligibility criteria that apply to membership, and such fee requirements and/or eligibility criteria may be modified from time to time by AIA in its reasonable discretion.
Members agree to be contacted by AIA for the purpose of verifying from time to time: (1) the existence of the member; and, (2) the addresses and physical location(s) of the member.
During the term of membership, AIA grants a member a nonexclusive, non-assignable and non-transferable limited license to use the AIA name and logo for the limited purpose of conveying notice of membership in AIA, subject to any additional policies and procedures adopted by AIA.
Term and Termination
These T&C are binding on a member from the date of acceptance of the member by AIA. A member may terminate membership in AIA and any related obligations under these T&C without cause at any time, though no pro rata amount paid for the terminated portion of the term of the membership will be refunded.
AIA may terminate a member’s membership if: (i) the member failed to pay any required membership fee; (ii) the member has materially breached these T&C and such breach has not been cured; or, (iii) the operation of AIA is terminated. Neither AIA nor its employees, agents, contractors, subcontractors, information providers, or other AIA members shall be liable to any member for any costs, expenses or damages whatsoever for terminating a member’s membership if such termination has been undertaken in good faith by AIA.
Representations and Warranties
AIA makes no specific warranty regarding the Services or related information to be provided by AIA as part of any membership, and membership is provided WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE
Indemnification
As between each member and AIA, each party shall indemnify, defend and hold harmless the other party and its respective affiliates, directors, managers, officers, partners (if such party is a partnership), members (if such party is a limited liability company), employees and agents, from and against any claims, losses, damages or expenses (including reasonable attorney fees, expenses and disbursements) by third parties pertaining to the actual or alleged infringement of any intellectual property right, including, without limitation, patents, copyrights, trademarks, service marks, or misappropriation of trade secrets or any similar intellectual property rights arising from the indemnified party accessing, using or distributing information provided by the indemnifying party, in accordance with the terms and conditions of these T&C.
Limitation of Liability
IN NO EVENT SHALL AIA BE LIABLE TO A MEMBER OR TO ANY THIRD PARTY FOR INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) ARISING FROM ACTS UNDER THESE T&C, EVEN IF SUCH PARTY OR MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF AIA TO ANY MEMBER UNDER THESE T&C SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AGGREGATE AMOUNTS PAID BY MEMBER TO AIA FOR MEMBERSHIP DURING THE 12-MONTH PERIOD PRECEDING THE FIRST INCURRENCE OF ANY SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF ANY PARTY'S LIABILITY SHALL APPLY WITH RESPECT TO ANY CLAIMS BASED ON SUCH PARTY'S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, INDEMNIFICATION OBLIGATIONS, OR BREACHES OF CONFIDENTIALITY.
Confidentiality
AIA and each member shall keep all non-public material, communications, records, and all other information regarding AIA or other members private subject to applicable AIA policies and legitimate business requirements. This Section 7 shall not prohibit disclosure of any information when:
- Disclosure is required by applicable law, by order of any court, or governmental authority; or,
- Any such information has become public knowledge, except through the breach of this section
Force Majeure
AIA shall not be held financially or otherwise responsible for any delay or failure in performance under these T&C, which is caused by the unavailability of third-party communications facilities, fires, strikes, embargoes, government requirements, civil or military authorities, acts of God, acts by terrorists or terrorist organizations or by the public enemy or other similar causes beyond the reasonable control and without the fault or negligence of AIA.
Assignment
Member may not assign its membership without the prior written consent of AIA.
Rights and Remedies
The remedies afforded in these T&C are not intended to be exclusive, and each remedy shall be cumulative and shall be in addition to all other remedies available to the parties at law or in equity. These T&C shall not be construed to confer any rights or remedies upon any person or entity, except AIA and members. No delay or omission by any party in exercising any rights or remedies under these T&C or applicable law shall impair such right or remedy or be construed as a waiver of any such right or remedy.
Governing Law
These T&C will be interpreted and construed in accordance with the laws of the State of Florida, without regard to its principles of conflict of law or choice of laws.
Antitrust
AIA and its members will comply with AIA’s antitrust policy and all national and state antitrust laws and regulations. All AIA officers, directors, managers, staff, and members must not engage in any conduct that may constitute violation of the antitrust laws, including but not limited to price fixing, group boycotts, or allocations of market among organizations or institutions.
Miscellaneous
If any provision in these T&C is found to be invalid, unlawful or unenforceable to any extent, AIA shall endeavor in good faith to amend these T&C to preserve its intention. However, any invalid provision will be enforced to the maximum extent permitted by law and, to the extent not enforceable, will be severed from the remaining terms, conditions and provisions, which will remain in full force and effect.
No failure on the part of AIA to exercise, or delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy by such party preclude any other or further exercise thereof or the exercise of any other right or remedy. A waiver on one occasion shall not constitute a waiver on any further occasion.
These T&C sets forth the entire agreement between AIA and a member and supersedes all prior agreements, discussions, negotiations, understandings, representations, conditions, warranties, and covenants between them with respect to AIA membership.
Intended Use of Website
Alternative Investment Association, INC. or its affiliates are not broker-dealers or placement agents. At no time does Alternative Investment Association, INC. or its affiliates offer, broker, advise, purchase, sell, or otherwise transact in securities regulated by the SEC or federal or state law. Alternative Investment Association, INC. does not accept, hold, or transfer cash or securities. Alternative Investment Association, INC. does not guarantee that a Company seeking investment will achieve any level of success or that any proposed offering will qualify under applicable federal and state securities laws.
Alternative Investment Association, INC. is not a personal financial advisor. Alternative Investment Association, INC., whether through the website or otherwise, does not provide personal financial advice, loans or credit, banking, consumer credit ratings, credit decisions, financial products, brokerage accounts, insurance, tax advice, legal advice, or financial or legal services of any kind.
Alternative Investment Association, INC. does not guarantee any results to anyone. All website users are responsible for making their own decisions to use the website and for any activity taken on the website, including, without limitation, registering and making an investment or otherwise.
User Registration
If you are accepting the Terms on behalf of an organization or entity rather than in an individual capacity, you represent and warrant that you are authorized to accept the Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
Only real persons at or above the age of 18 may register for an account and use the website. Registering for an account on the website creates no commitment or obligation on the registered user to make any investment or seek any investment. All information you provide to the website must be truthful, accurate, and complete in all material respects. Our registration process may use third-party validation technology, including those provided by third-party social media sites, to attempt to confirm your qualification to use the website.
Alternative Investment Association, INC. may reject any application to register an individual, organization, or entity for failure to achieve validation through available methods or otherwise meet Alternative Investment Association, INC.'s registration requirements.
Your registration and the use of any third-party site is subject to the terms and conditions and policies of such sites, and Alternative Investment Association, INC. is not responsible or liable for any harm resulting from the use or misuse of those sites, including when such harm could or does affect your account on this website or use of the website.
Registered Account Obligations
The named registered user of an account is the only person who may use it, and it may not be transferred to anyone else.
You are responsible for maintaining the confidentiality of your username and password and periodically changing your password to maintain security. If you have concerns that your username or password may have been compromised and suspect that unauthorized access to your account or the website has occurred, you must immediately contact Alternative Investment Association, INC.'s investor support through a secure method (which may not be through your website account).
Content Use Limitations
Your use of the website and its videos, webinars, images, infographics, alerts, text, articles, assessments, checklists, forms, ratings, design, data, source code, analytics, photos, software, trademarks, copyrights, and other information ("Content") may only be used for the lawful and intended purposes expressly authorized by Alternative Investment Association, INC. If you access this website from outside the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction, as well as any restrictions that you may be subject to by a department of the United States government. Any misuse or unauthorized use of the website and its Content or other violations of the Terms may violate Applicable Law (see below), including without limitation SEC regulations and applicable state securities laws, copyright laws (including the Digital Millennium Copyright Act), trademark laws, the laws of privacy, laws of publicity, identity theft and communications statutes and regulations, in which case Alternative Investment Association, INC. is authorized to terminate your account and access to the website at any time and without notice and report you to the appropriate authorities and other interested parties.
Prospective Investor Accounts
Any person or entity that is considering making an investment with a Company that posts its fundraising plans on the website or, after the fundraising plan becomes a qualified offering, makes an investment, does so at his or her own risk. All investment carries the risk of losing some or all of your investment. No Content on the website is a replacement for performing your due diligence, exercising good judgment, and seeking financial, investment, tax, or legal advice from qualified and licensed professionals with knowledge of your circumstances. Any registered financial, legal, or tax representatives or firm working for or with Alternative Investment Association, INC. or communicating with you or users in general through the website are not your personal advisors and do not have knowledge about your personal circumstances and anything they post is for informational purposes only and may not be accurate to your situation and you agree that you shall not rely on Content on the website in making personal decisions about an investment or the potential legal, tax or financial consequences of such investment. You are encouraged to seek professional advice from qualified and licensed professionals.
You are solely responsible for your investment decisions. While you may be asked about your identity, individual financial circumstance, and investment experience and sophistication during your engagement with the website, Alternative Investment Association, INC. and its advisors and vendors are not responsible for verifying the veracity of the information that you provide, even if you certify to its truth or undergo a suitability review. Whether you are an "Accredited Investor," as such is defined under securities law, or a non-accredited investor, or an institutional investor, Alternative Investment Association, INC. and the Companies seeking investment are relying on your representations with respect to your investment experience, your financial status and your eligibility to invest. You may, further, be held personally liable for your fraud, negligence, and other bad acts that may result from any false representations you make.
Website Fees
Should we have to return any investments made through the website for any reason, such as inconsistencies in your legal name, banking information, address, social security number, or date of birth, you may be assessed a nonrefundable processing fee. Should your application not make it through the primary verification process, the nonrefundable processing fee will be retained, and the balance of your funds will be returned.
Investing Is at Your Own Risk
THE AIA DOES NOT INVEST OR HOLD ASSETS UNDER MANAGEMENT; HOWEVER, MEMBERS SHOULD BE AWARE THAT THE PAST PERFORMANCE OF ANY INVESTMENT FIRM OR COMPANY IS NO GUARANTEE OF FUTURE RESULTS, AND ANY EXPECTED RETURNS OR HYPOTHETICAL PROJECTIONS MAY NOT REFLECT ACTUAL FUTURE PERFORMANCE. FURTHERMORE, PAST RETURNS MAY REFLECT ASSETS ' PERFORMANCE FOR A FINITE TIME OR DURING A PERIOD OF EXTREME MARKET ACTIVITY. ALL INVESTMENTS INVOLVE RISK AND MAY RESULT IN PARTIAL OR TOTAL LOSS. There can be no assurance that an investment mix or any projected or actual performance shown on the website will lead to the expected results shown or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that any or all investors on the website experienced such returns.
In considering any performance information shown on the website, one should bear in mind that past or targeted performance is not indicative of future results, and there can be no assurance that any issuer will achieve comparable results or that target returns will be met. One should also remember that targeted portfolio characteristics do not indicate future results, and there is no assurance that target portfolio characteristics will be achieved. References to “Targeted IRR” and “Targeted Equity Multiple” represent a property’s internal rate of return (“IRR”) or equity multiple based on such property’s forecasted cash flows generated over a period of time and the amount invested in the property. This differs from the forecasted IRR or Equity Multiple to the investor in an applicable fund or other investment vehicle.
PROJECTED AND/OR HYPOTHETICAL PERFORMANCE DOES NOT REPRESENT AN ACTUAL INVESTMENT IN ANY OF THE OFFERINGS SPONSORED BY Alternative Investment Association, INC. MAY NOT REFLECT THE POTENTIAL EFFECT OF MATERIAL ECONOMIC AND MARKET-RELATED FACTORS, AND DO NOT REPRESENT THE ACTUAL PERFORMANCE OR EXPERIENCE OF ANY GIVEN INVESTOR ON THE Alternative Investment Association, INC. WEBSITE. Nothing on the website should be deemed a prediction for the projection of the future performance of any issuer. Prospective investors should make their own investigations and evaluations of the information contained herein. Each prospective investor should consult an attorney, business adviser, and tax adviser on legal, business, tax, and related matters concerning the information contained herein and such offering.
The information shown on the website uses or includes information compiled from sources outside of Alternative Investment Association, INC. and its affiliates. While such information is believed to be reliable for the purposes used herein, neither Alternative Investment Association, INC. nor any of its affiliates, partners, members, or employees assume any responsibility for the accuracy of such information. Unless otherwise indicated, the information on the website has not been reviewed, compiled, or audited by any independent third-party or public accountant. Actual investors on the website may experience different results from any hypothetical results shown. There is a potential for loss and gain, which is not reflected in the hypothetical information portrayed. The hypothetical performance results shown do not represent the results of actual investment activity but were achieved by means of the retroactive application of a model designed with the benefit of hindsight. Investors should carefully review the additional information presented on the website as part of any hypothetical calculation.
Some of the statements contained on the website are forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. These statements involve known and unknown risks, uncertainties, and other factors that may cause the project's actual results, levels of activity, performance, or achievements to be materially and adversely different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. An investment in any issuer available on the website involves substantial risks, including the risk of partial or total loss of investment, and each investor should carefully consider the Risk Factors contained in each issuer’s offering circular, private placement memorandum, or prospectus. Except as required by law, neither Alternative Investment Association, INC. OR ITS AFFILIATES nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements for any reason to conform these statements to actual results or changes in our expectations. The information presented regarding each issuer’s offering, including information regarding financial status, business strategy, investment objectives, historical performance, projections, redemption plans, etc., merely constitutes a summary of such information and is qualified in its entirety by the disclosure contained in each issuer’s offering circular, private placement memorandum, or prospectus. There can be no guarantee that any issuer available on the website will achieve its business objectives or that it will become profitable.
Termination of Account
Alternative Investment Association, INC. OR ITS AFFILIATES may suspend or terminate your account and your ability to use the website at any time for any lawful reason, and Alternative Investment Association, INC. OR ITS AFFILIATES accepts no liability for any harm that may be caused, directly or indirectly, by such suspension or termination.
Use of the Website and Content
You agree that the Content cannot be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means without the express advance written consent of an officer of Alternative Investment Association, INC. OR ITS AFFILIATES or the applicable licensor. You may not modify, participate in the sale or transfer of, or create any derivative works based on any part of all of the Content. Using Content, including by linking, framing, or mirroring for any purpose, is prohibited without the express advance written consent of an Alternative Investment Association, INC. OR ITS AFFILIATES officer.
Availability of Website
Alternative Investment Association, INC. OR ITS AFFILIATES does not warrant the website, its Content, or any services provided or offered on the website will be uninterrupted, timely, or virus or error-free. You agree not to modify, damage, disrupt, disable, overburden, impair, alter, or interfere with the use, features, functions, operation, security, or maintenance of the website or the rights or use and enjoyment of the website by any other person or entity in any manner. By using the website, you release Alternative Investment Association, INC. OR ITS AFFILIATES its employees, contractors, advisors, vendors, agents, and affiliates against any and all loss, damage, and claims, in whatever manner, howsoever caused, arising from or related to your use of the website.
Disclaimers, Exclusions, and Limitations of Liability
THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS AND USE OF THE WEBSITE IN ANY MANNER IS SOLELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, Alternative Investment Association, INC. OR ITS AFFILIATES DO NOT GUARANTEE AND EXPRESSLY EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ITS CONTENT AND PROFESSIONAL SERVICES, WHETHER PROVIDED BY Alternative Investment Association, INC., OUR AFFILIATES, OUR CUSTOMERS, COMPANIES SEEKING INVESTMENT, ADVISORS, INVESTORS OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES, ERRORS, OR OMISSIONS ON THE WEBSITE, ITS CONTENT, FINANCIAL ADVICE, AND/OR MARKETING MATERIALS.
Alternative Investment Association, INC. OR ITS AFFILIATES SHALL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, DELAY, OR UNAVAILABILITY OF THE WEBSITE AND ITS CONTENT, INCLUDING LOSS OF MONEY, INABILITY TO CONCLUDE AN INVESTMENT, SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND ANY DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS, PROGRAMS, AND THE DATA THEREON. UNDER NO CIRCUMSTANCES WILL Alternative Investment Association, INC. OR ITS AFFILIATES, ADVISORS AND VENDORS BE LIABLE FOR ANY DAMAGES, INCLUDING GENERAL, SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT, OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE WEBSITE, THE CONTENT, OR ANY THIRD-PARTY WEBSITE THAT IS LINKED TO BY THE WEBSITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, EVEN IF IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.
Choice of Law
The laws of the State of Florida govern these Terms. The venue for any Dispute arising from your use of the website or otherwise under these Terms and Conditions shall be in Florida. Alternative Investment Association, INC. and its affiliates make no representation that the website is operated in compliance with the laws of any nation but the United States. If you are located outside the United States, you view this website and access the website at your own risk and initiative.
This website and the Content posted on it or made available through it shall not constitute an offer or solicitation and may not be treated as an offer or solicitation: (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. Any securities that may be offered on the website can only be marketed in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of your country's applicable laws and regulations and U.S. state of residence.
Waiver
Failure of Alternative Investment Association, INC. and its affiliates to insist upon strict performance of any provision of the Terms or the failure of Alternative Investment Association, INC. and its affiliates to exercise any right or remedy to which it is entitled shall not constitute a waiver thereof and shall not affect the validity of the Terms, or any part, or Alternative Investment Association, INC. and its affiliate’s right to enforce each and every provision. If any of the Terms are deemed invalid or unenforceable for any reason (including, but not limited to, the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from the Terms and the remaining Terms will continue to apply.
Electronic Funds Transfers
Alternative Investment Association, INC. and its affiliates process Electronic Funds Transfers (EFTs) as an efficient method to receive electronic deposits from investors, purchase and redeem investments, and issue refunds to investors. EFTs are processed through the vehicles described below:
- The Automated Clearing House (ACH)
- The Fedwire
- Credit Card
Electronic Funds Transfers Agreement and Disclosure
This Electronic Funds Transfers Agreement and Disclosure (this Agreement) is the contract that covers you and our rights and responsibilities concerning the EFTs services offered to you by Alternative Investment Association, INC. and its affiliates. In this Agreement, the words “you,” “your,” and “yours” mean an individual who signs up on the third-party Online Platform Novation Solutions Inc. o/a DealMaker (Platform) and utilizes the Platform to participate in offerings (and any authorized users). The words “we,” “us,” and “our” mean Alternative Investment Association, INC. EFTs are electronically initiated transfers of money from your bank account or credit card account, which you utilize the Platform to initiate and which allow you to participate in the Alternative Investment Association, INC. By using Alternative Investment Association, INC. and its affiliates service, you agree to the terms and conditions in this Agreement and any amendments for the EFTs services offered.