Terms & Conditions
Security of your username/password
Content made available on or through the site and your use of content
A. Description of Content. The Site contains a wide variety of Content (defined below), whether (1) proprietary to InvestorSwitch and its affiliates, or (2) proprietary to third parties. “Content” includes, but is not limited to text, data, files, documents, software, scripts, layout, design, function and “look and feel,” graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials that you may view, access or download (but only as expressly permitted in paragraph C below) through the Site.
B. Proprietary Rights. You acknowledge and agree that all Content, whether publicly posted or privately transmitted, as well as all derivative works thereof, are owned by InvestorSwitch or other parties that have licensed their material to InvestorSwitch, and are protected by copyright, trademark, and other intellectual property laws. Except as specifically permitted herein, Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior consent of InvestorSwitch or such third-party that owns the Content. All rights not expressly granted herein by InvestorSwitch and/or its licensors to you are reserved by InvestorSwitch and/or its licensors.
D. Disclaimer. Your use of the Services is at your sole risk and Content is provided to you on an AS IS and AS AVAILABLE basis. You understand that we do not guarantee the accuracy, safety, integrity or quality of Content and you hereby agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the Content, integrity, and accuracy of such Content. Nothing on the Site should be deemed to constitute a recommendation to purchase, sell or hold, or otherwise to constitute advice regarding, any registered or unregistered security. By accessing Content you acknowledge and agree that InvestorSwitch does not engage in the business of effecting securities transactions or providing investment advice and is not registered with the U.S. securities and exchange commission or any state securities regulator as a broker-dealer or investment adviser and does not conduct any activity that would require such registration.
Non-disclosure and confidentiality
In using the Services, you will have access to confidential information of InvestorSwitch and its affiliates and their respective clients, borrowers, originators, brokers, licensors and suppliers that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of InvestorSwitch’s and its affiliates’ clients (collectively, “Confidential Information”). You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Services (the “Permitted Purpose”) and for no other purpose whatsoever; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access the Services or any Confidential Information for any other individual (except to the extent fully disclosed by you to InvestorSwitch) or any unauthorized third party; (iv) not to disclose Confidential Information to any third-party except to your attorneys and financial advisors who need to know such information to assist you to carry out the Permitted Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein; (v) to restrict physical and system access to the equipment which contains Confidential Information or which gives access to the Confidential Information (such as by diligently locking and monitoring office premises and requiring password verification to gain access to desktop computers); and (vi) to use Confidential Information in compliance with all applicable laws. You shall immediately notify, and cooperate fully with InvestorSwitch in the event you discover or suspect any unauthorized use of or access to the Services and/or Confidential Information. You hereby agree that you shall be responsible hereunder for any breach or threatened breach by the Representatives of the obligations set forth in this section as if such breach or threatened breach was committed by you. You acknowledge and further agree that all obligations relating to Confidential Information under this User Agreement will continue after termination of this User Agreement and termination of access rights hereunder.
Restrictions on your use of the services
You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose, including without limitation any violation of the antifraud or registration provisions of the securities laws of the U.S. or any state therefore. You shall not post or transmit via the Services (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Services in any manner, including, but through the use of methods such as denial of service attacks, flooding or spamming and you will not transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, key loggers, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, “Harmful Code”). You shall not use the Services in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Services.
Trademarks/service marks, logos, slogans and taglines
All trademarks, service marks, logos, slogans including “Flip the switch to success”™ and other taglines displayed on or through the Services are the property of InvestorSwitch™ or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services without the express written permission of InvestorSwitch, or such third-party that may own the trademark, service mark, logo, slogan or tagline.
If you believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the information in writing as outlined in 17 U.S.C 512(c)(3). Please send notices to:
53031 Tisch Way #110,
San Jose, CA 95128
Attention: Armen Martin, General Counsel
You acknowledge that if you fail to comply with all of the requirements of 17 U.S.C. 512 (c)(3), your DMCA notice may not be valid.
All questions regarding your User Account, the Site or the use of the Content must be directed to hello@InvestorSwitch.com or by mail at the address referenced in this agreement.
Interactions with other Users
You are solely responsible for your interactions with other users of the Site (“Users”) both within the Site and outside of the Site. It is prohibited for Users to contact each other outside of the Site for purposes related to the funding activities on the Site. Consistent with this prohibition, InvestorSwitch and its affiliates expressly disclaim any responsibility for interactions between Users outside of the Site. We reserve the right, but have no obligation, to monitor interactions on the Site between you and other Users, as well as any disputes between you and other Users.
Control of Account
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to InvestorSwitch (collectively, “Feedback”) are not confidential and you hereby grant to InvestorSwitch a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.
Links to other sites
Your ability to accept this user agreement
This Site is intended solely for users who are at least 18 years of age or older. By using the Site, you affirm that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this User Agreement, and to abide by and comply with this User Agreement.
Not intended as financial or investment advice
The Services are not intended as financial or investment advice. By providing the Services, InvestorSwitch does not intend to provide financial, investment, legal or tax advice and/or any other advice of any kind. Investment advisory services are only provided to clients of InvestorSwitch, Inc. pursuant to a written advisory agreement. Your use of the Services and any decisions you make to lend or invest money relating to opportunities addressed in the Content are at your sole risk. Lending money and investing in securities can expose you to the risk of loss up to the amount lent or invested.
Not to be construed as solicitation or recommendation
Content not to be construed as solicitation or recommendation. InvestorSwitch does not have investment banking relationships, conduct market making activities, engage in proprietary trading, or have any ownership of any securities issued by a publicly traded company that is the subject of the Services. InvestorSwitch’s and its affiliates’ officers, associated persons, or members of their families, may at any time be long or short, purchase or sell, or own options, rights or warrants in any securities of the publicly traded companies discussed in any Content, and may make purchases or sales of these securities. InvestorSwitch has no assets under management and is not registered as an investment adviser or broker-dealer with the securities and exchange commission or any state securities regulator. Investment advisory services are only provided to clients of InvestorSwitch, Inc., an investment adviser registered with the Securities and Exchange Commission, pursuant to a written advisory agreement with its client.
You acknowledge and agree that (a) InvestorSwitch and the individuals and entities that indirectly or directly own and/or control or are employed by InvestorSwitch, or are under common ownership and/or control with InvestorSwitch, may lend or invest in transactions described in the Content or may and typically will own and/or control the special purpose vehicles that borrow from investors or issue securities described in the Content and (b) the ownership and control relationships described in clause (a) of this sentence may create conflicts between your interests and those of InvestorSwitch and/or the parties that own, control or are under common control with or employed by InvestorSwitch. You agree to review and analyze all opportunities to invest or lend related to InvestorSwitch, including without limitation by consulting professionals and experts as described in the preceding paragraph, before agreeing to lend or invest. You agree and acknowledge that any resulting transaction creates an arm’s length relationship between InvestorSwitch and you and does not create any fiduciary or agency relationship or obligation on the part of InvestorSwitch or any individual or entity affiliated with InvestorSwitch through ownership or control.
Disclaimer of warranty
Access to the Services is provided “as is” and “as available” without any warranty of any kind, express or implied. To the fullest extent permissible pursuant to applicable law, InvestorSwitch, its affiliates and any person associated with InvestorSwitch and its affiliates, disclaims all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Without limiting the foregoing, InvestorSwitch does not warrant that access to the Services will be uninterrupted or error-free, or that defects, if any, will be corrected; nor does InvestorSwitch, its affiliates, nor any person associated with InvestorSwitch or its affiliates, make any representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the Services, that defects will be corrected, that our Site or the server that makes it available are free of viruses or other harmful components or that the Site or any Services or items obtained through the Site will otherwise meet your needs or expectations. You expressly agree that your use of the Services is at your sole risk. You shall be solely and fully responsible for any damage to any computer system, any loss of data, or any improper use or improper disclosure of information caused by you or any person using your login credentials. InvestorSwitch cannot and does not assume any responsibility for any loss, damages or liabilities arising from the failure of any telecommunications infrastructure, or the internet or for your misuse of any of advice, ideas, information, instructions or guidelines accessed through the Services.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or any Services or other proprietary material due to your use of the Site or any Services or items obtained through the Site or to your downloading of any material posted on it, or any website linked to it.
Limitation of liability
InvestorSwitch and its parents, subsidiaries, affiliates, officers, directors, agents or employees are not liable to you or any other person for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with your use of the Services, whether under a theory of breach of contract, tort, negligence, strict liability, malpractice, any other legal or equitable theory or otherwise, even if InvestorSwitch has been advised of the possibility of such damages. You hereby release InvestorSwitch and hold it and its parents, subsidiaries, affiliates, officers, directors, agents and employees harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Services. You waive the provisions of any state or local law limiting or prohibiting a general release.
The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability also applies with respect to damages incurred by you by reason of any products or services sold or provided on any linked sites or otherwise by third parties other than InvestorSwitch and received through the Services or any linked sites.
Without limiting the limitation of liability above, in the event of any problem with the Services, you agree that your sole and exclusive remedy is to cease using the Services. Under no circumstances shall InvestorSwitch, its parents, subsidiaries, affiliates, officers, directors, agents or employees be liable in any way for your use of Services, including, but not limited to, any errors or omissions in the Services, any infringement by the Services of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of the Services. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
Without limiting the generality or effect of other provisions of this User Agreement, as a condition of use, you agree to indemnify, hold harmless, and defend InvestorSwitch and its parents, subsidiaries, affiliates, suppliers, lenders, licensors or service providers and, in each case, their officers, directors, affiliates, subcontractors, agents and employees, lenders, licensors and suppliers and their parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use of the Services; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any obligations set forth in this User Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
This defense and indemnification obligation shall survive this User Agreement and your use of the Service. InvestorSwitch reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with InvestorSwitch in asserting any available defenses.
InvestorSwitch Text Messaging Service
InvestorSwitch does not charge for the Text Messaging Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and Data Rates May Apply. Text messages may be sent using an automatic telephone dialing system or other technology. Your consent to receive autodialed marketing text messages is not required as a condition of purchasing any goods or services or investing in any offering on the InvestorSwitch Platform. By using the Site and Services, providing your phone number or otherwise opting-in, you consent to receiving text messages relating to (i) account status and notifications, (ii) offering notices, investment status and reminders, (iii) technology-related product updates and/or (iv) marketing and advertising communications. The Text Service is a recurring message program. Message frequency will vary. You may receive multiple messages per month. Text the single keyword command STOP to cancel at any time. You’ll receive a one-time opt-out confirmation text message. If you have subscribed to other InvestorSwitch mobile or text message programs and wish to cancel, you will need to opt-out separately from those programs by following the instructions provided in their respective mobile or text service terms. For Text Service support or assistance, text HELP to our Text Service short code, or call our customer support team email us at hello@InvestorSwitch.com.
You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and InvestorSwitch will not be responsible for honoring requests made in such messages.
The wireless carriers supported by the Text Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you change your mobile phone number, you agree to opt out of the Text Service prior to changing your mobile number.
You agree to indemnify, defend, and hold us and our affiliates harmless from any third party claims, liability, damages or costs arising from your use of the Text Service or from you providing us with a phone number that is not your own.
You agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Text Service; any errors in such information; and/or any action you may or may not take in reliance on the information or Text Service.
Security Procedures for accessing the Site
A. Security Procedures. All Users are required to use a Two-Factor Authentication control to login to the Site.
Governing law and jurisdiction
This User Agreement constitutes the sole agreement between you and InvestorSwitch for your use and the provision of the Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this User Agreement shall bind either you or InvestorSwitch. Any of the terms of this User Agreement which are determined to be invalid, unlawful, void, or for any reason unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this User Agreement or affecting the validity or enforceability of this User Agreement as a whole. Failure to insist on performance of any of the terms of this User Agreement will not operate as a waiver of any subsequent default. No waiver by InvestorSwitch of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This User Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. A printed version of this User Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this User Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. By using the Site, you agree to Google’s Terms of Service.
No communication by InvestorSwitch, through the Site or any other medium, should be construed or is intended to be a recommendation to purchase, sell or hold any security or otherwise to be investment, tax, financial, accounting, legal, regulatory or compliance advice, except for specific investment advice that may be provided by InvestorSwitch, Inc pursuant to a written advisory agreement between such entity and the recipient. Nothing on the Site is intended as an offer to extend credit, an offer to purchase or sell securities or a solicitation of any securities transaction. Investing in securities described in the Content on the Site poses risks, including but not limited to credit risk, interest rate risk, and the risk of losing some or all of the money you invest.
Before investing in any securities you should: (1) conduct your own investigation and analysis; (2) carefully consider the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks described in offering materials; and (3) consult with your own investment, tax, financial and legal advisors. The securities described in the Content on the Site are only suitable for accredited investors who understand and are willing and able to accept the high risks associated with private investments. Investing in private placements requires long-term commitments, the ability to afford to lose the entire investment, and low liquidity needs. This Site provides preliminary and general information about such securities and is intended for initial reference purposes only. It does not summarize or compile all the applicable information.
This Site does not constitute an offer to sell or buy any securities. No offer or sale of any securities will occur without the delivery of confidential offering materials and related documents. The information contained herein is qualified by and subject to more detailed information in the applicable offering materials. InvestorSwitch is not registered as an investment adviser or broker-dealer. InvestorSwitch does not make any representation or warranty to any prospective investor regarding the legality or suitability of an investment in any securities.