Terms of Use

Terms of Use

ForAcccreditedInvestors.com (“ForAccreditedInvestors,” “us,” “our” or “we”) is an intermediary technology platform (“Platform” or “Site”) owned and operated by Network 1 Financial Securities, Inc., (“Network1” and “Netw1”). Network 1 is a broker/dealer registered with the U.S. Securities & Exchange Commission (“SEC”) and member of the Financial Industry Regulatory Authority (“FINRA”). Because of this registration and FINRA membership, Netw1 is authorized to engage in securities business and investment banking in several jurisdictions in the United States. ForAccreditedInvestors serves two (2) purposes: First and foremost, ForAccreditedInvestors serves as a platform to educate qualified investors about investing in private placement offering of securities. Secondly, ForAccreditedInvestors permits prospective investors to independently search and invest in securities offerings on the Site. By accessing the Site or using the services, website, applications and software provided through or in connection with the Site, including through a mobile device (the "Service") in any manner, you become a ForAccreditedInvestor user (“User”).

Acceptance of Terms

The Service is offered subject to acceptance of all of the terms contained in these Terms of Use, including the Privacy Policy and all other operating rules, policies, and procedures that may be published on the Site by ForAccreditedInvestors, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you or liability for such change. If there is a conflict between two versions of the Terms of Use to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise. Your use of those services is subject to those additional Terms of Use and/or separate agreements, which are incorporated into these Terms of Use by this reference. We refer to all of these other agreements as the “Platform Agreements” because, rather than just governing your technical use of the Site, they set out the substantive terms that govern your relationship with us when you make use of our Site.

These Terms of Use and Privacy Policy will continue to apply to you even after you have agreed to a Platform Agreement. However, if it turns out that there is a conflict between the Terms of Use and Privacy Policy and a Platform Agreement to which you have agreed, the Platform Agreement will take precedence.

Change or Termination

We reserve the right, at our sole discretion and without prior notice, to modify or replace these Terms of Use, or change the Site, stop providing the Site, applications or services, or create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason. We may permanently or temporarily terminate or suspend your access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. You are solely responsible for checking the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Upon termination of these Terms of Use or your access to the Site 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 Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and ForAccreditedInvestors does not undertake any obligation or responsibility to update or amend any such information. You agree that Network 1 and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance of this ForAccreditedInvestors Site.

Eligibility for Use of the Services

The Service is only available to individuals who are at least eighteen (18) years of age. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete. If you are accessing the Site and/or using the Services on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms of Use.

User Profile Registration

You may access the Site generally and/or browse generally without registering with the Site. 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 Profile. You will also choose a password and a user name. ForAccreditedInvestor reserves the right in its sole discretion to refuse registration of or cancel a User Name. You are solely responsible for maintaining the confidentiality of your password and Profile. You agree to notify ForAccreditedInvestors immediately in writing of any unauthorized use of your Profile or any other breach of security. You will not share your password, let anyone else access your Profile, or do anything else that might jeopardize the security of your Profile. You will not transfer your Profile to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Crowd Ignition and other Users by any use of your Profile, either authorized or unauthorized.

You agree that your Profile will be self-directed and that you are solely responsible for information placed in your Profile. By completing a User Profile on this Site and submitting your User Profile to Network 1 Financial Securities (which owns this ForAccreditedInvestors Site), you acknowledge and agree that you thereby give permission to a registered representative (i.e., a “broker”) of Network 1 to reach out to you directly via the communication means of your choosing. You understand that the purpose of this communication between the broker and yourself is to confirm your qualification as an “accredited investor” as this term is defined by federal and state securities laws; and, if you so qualify, you will allow the broker to discuss with you currently available private placement offerings, and to recommend such offering to you if the offering is suitable for you under current regulatory and industry criteria for establishing and documenting suitability of securities purchases.

Investor Requirements

Network 1 Financial Securities hosts private offering offerings on this ForAccreditedInvestor Site made under Regulation D. 

Regulation D - These securities offerings are only available to U.S. investors who are “accredited investors” as defined by Rule 501 of Regulation D under the Securities Act and are made under Rule 506(c) of Regulation D and to a limited number of non-accredited Sophisticated Investors under Rule 506(b) of Regulation D.

Before you can invest in any of the securities offerings on the Site, you must register with the Platform qualify either as an Accredited Investor. 

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 that you are qualified to invest in offerings posted on this Site. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Platform 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; or,
  • Explanation of “Net Worth”: When calculating net worth, you must 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, from which you must DEDUCT all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed 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; or,
  • A bank, insurance company, registered investment company, business development company, or small business investment company; or,
  • 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; or,
  • A Charitable Organization, corporation, or partnership with assets exceeding $5 million; or,
  • A business in which all the equity owners are Accredited Investors; or,
  • A Trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

The ForAccreditedInvestors Site, it should be noted, is NOT a Regulation Crowdfunding Site and therefore securities offerings made available to U.S. accredited and non-accredited investors subject to certain investment limitations as set forth under Regulation Crowdfunding under the Securities Act is NOT available on this Site. In fact, Network 1 does not participate in Regulation Crowdfunding.and does not participate Regulation A offerings for that matter.

Issuer Requirements

Federal securities law requires securities offered or sold in the United States to be registered with the U.S. Securities and Exchange Commission (“SEC”), unless the offer or sale qualifies for an exemption. Network 1 Financial Securities hosts only one (1) type of offering on this ForAccreditedInvestor Site: Private Offerings made pursuant to Rule 506 under Regulation D.

Regulation D - Rule 506 of Regulation D is a "safe harbor" for the private offering exemption of Section 4(a)(2) of the Securities Act. Companies relying on the Rule 506 exemption can raise an unlimited amount of money. There are two (2) distinct exemptions that fall under Rule 506:

1. Under Rule 506(b), a “safe harbor” under Section 4(a)(2) of the Securities Act, a company can be assured it is within the Section 4(a)(2) exemption by satisfying certain requirements, including the following:
  • The company/issuer of securities doe not use general solicitation or advertising to market the securities.
  • While the company/issuer of securities may sell its securities to an unlimited number of "accredited investors", the company/issuer limits the sale of its securities to no more than thirty-five (35) purchasers who are not accredited investors. All of these non-accredited investors, however, must be “sophisticated investors” — that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment.
  • The company/issuer of securities must decide what information to give to accredited investors, so long as this information does not violate the antifraud prohibitions of the federal securities laws.
    • This means that any information that company provides to investors must be free from false or misleading statements. 
    •  
    • At the same time, the company should not exclude any information that, if omitted, makes the communication to investors false or misleading. 
    •  
    • Companies must give these non-accredited “sophisticated” investors disclosure documents that are generally the same as those used in Regulation A or registered offerings, including financial statements, which in some cases may need to be certified or audited by an accountant. 
    •  
    • Finally, if the company/issuer of securities provides information to accredited investors, the company must make this information available to non-accredited “sophisticated” investors as well.
     
  • 2 Under Rule 506(c), a company can broadly solicit and generally advertise the offering, but still be deemed to be undertaking a private offering within Section 4(a)(2) if:
  • The investors in the offering are all accredited investors; and,
  • The company/issuer of securities has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports and the like. 

Because Network 1 Financial Securities is the investment banker for those private offerings of securities for companies identified in the “Current Offerings” webpage of this Site, Network 1 is responsible under FINRA regulations for determining whether you are an Accredited Investor (or a non-accredited Sophisticated Investor for Rule 506(b) offerings) and that the private offering of securities recommended to you are suitable based on your risk tolerance, investement objective, and other regulatory mandated suitability criteria. 

Subscription funds are held by an escrow agent pending completion or termination of an offering. The use of escrow services is subject to those providers’ terms of use and privacy policy.  That said, the decision whether to accept you or not as an investor rests solely with the company/issuer of its securities, not the investment banker (i.e., not Network 1).

Companies that comply with the requirements of Rule 506(b) or (c) do not have to register their offering of securities with the SEC. Therefore, if the company/issuer accepts you as an investor of its securities offered pursuant to Rule 506, you will receive "restricted" securities, meaning that the securities cannot be sold for at least six months or a year without registering them.

While the company/issuer of its securities privately offered through Rule 506 or Regulation D, the company/issuer must file, electronically with the SEC, a document known as "Form D”.  Form D is filed with the SEC within a short period of time after the company sells their securities. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company. 

Intellectual Property

All content and images on the Site are either the property of, or used with permission by Network 1 Financial Securities and/or its parent company and/or affiliates. The use of the content or images by you or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. 

The trademarks, logo and slogans displayed on the Site, including the mark Network 1, (collectively the "Trademarks") are owned by Network 1 Financial Securities and/or its parent company and/or affiliates. Nothing on this Site should be construed as granting any license or right to use the Trademarks without written permission of Network 1 or such third party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited. You are advised that Network 1 Financial Securities and/or its parent company and/or affiliates will aggressively enforce its intellectual property rights to the fullest extent of the law.

Disclaimer of Liability

Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall Network 1 Financial Securities its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

Network 1 Financial Securities and/or its parent company and/or affiliates assume no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site

Third-Party Sites

The Site 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 Network 1 Financial Securities and/or its parent company and/or affiliates of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Network 1 Financial Securities and/or its parent company and/or affiliates 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 Network 1 Financial Securities and/or its parent company and/or affiliates.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 from which you access through our Site.

U.S. Jurisdiction

If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Network 1 Financial Securities and/or its parent company and/or affiliates make no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the content on the Site is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities.

You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.

The content, material and information contained on the Site does 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: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.

This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.

New York Governing Law and FINRA Dispute Resolution

These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of New York applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. In the event, any person or entity makes a claim or files a complaint or statement of claim initiating an action based on a dispute arising out of use of this Site or information posted to this Site, it shall be subject to the exclusive jurisdiction and venue of the Arbitration forum afforded by the Financial Industry Regulatory Authority (“FINRA”), and each of the parties hereby agrees to the personal and exclusive jurisdiction and venue of such ARBITRATION FORUM.

YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, INCLUDING CLASS ACTION CLAIM OR ACTION, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION COMPELLING FINRA ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Indemnification

You agree to indemnify, defend and hold Network 1 and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of these Terms of Use by you or arising from your use of the Site.

Network 1 reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Network 1 in the defense of any such claim, action, settlement or compromise negotiations, as requested by Network 1.

Notification Procedures

We may provide notifications, including those regarding modifications to these Terms of Use, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our Site, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to visitors. Note that you may opt out of certain means of notification as described in these Terms of Use. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provided to us.

Integration and Severability

The failure of Network 1 to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Network 1. These Terms of Use and other referenced materials are the entire agreement between you and Network 1 with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Network 1 with respect to the Service and govern the future relationship. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect and enforceable.

Miscellaneous

Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. Network 1 Financial Securities and/or its parent company and/or affiliates.shall have the right to assign its rights or delegate any of its responsibilities under these Terms of Use to an affiliate or in connection with a merger, consolidation or reorganization of Network 1 Financial Securities.for the sale of substantially all of its assets. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. 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.

These Terms of Use contain the entire understanding between you and Network 1 Financial Securities and/or its parent company and/or affiliates.relating to the Site and Network 1’s services. These Terms of Use supersede any other Terms of Use or agreement regarding the Site and Network 1’s services prior to the Effective Date below.

These Terms of Use were last updated on 09 November 2018.

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