Terms and Conditions
YOU HAVE FULLY READ AND HEREBY AGREE TO THE ARBITRATION AND CLASS ACTION PROVISIONS CONTAINED WITHIN THIS AGREEMENT, PLEASE BE AWARE THAT SUCH PROVISIONS MAY AFFECT YOUR LEGAL RIGHTS
www.petrofundersUSA.com is a Website (the “Website”) which serves (the “Service” or “Services”) to facilitate indirect equity investments (“Investments”) by Accredited Investors (“Investor(s)”) in oil and gas ventures and operators (“Investment Assets”). The Website is owned by PetroFunders, Inc., and is operated by PF Advisors, LLC (collectively, “PF”, “PetroFunder”, “we,” “us,” or “our”). The Website includes all information, text, visual images, software, products and services used or available through the Website. The Website is intended to be used only for lawful purposes. These Terms govern your use of the Website, the Services offered through the Website, submissions of content you make to the Website in whatever form (“Content”) and your use of Content submitted by other Users.
Eligibility for Use of the Website
Investments on this Website are intended only for investors who are willing to accept the high risk associated with investing in startup, early stage and private companies. Investments on this Website are not publicly traded and are illiquid securities involving an indefinite holding period. These investments are intended for investors who can afford to lose their entire investment without changing their lifestyle.
You, as a user of the Website, whether as an Investors or Issuers (as defined below), shall be referred to as a “User.”
1. Sponsor Listing
The following Terms relate to a sponsor or operator seeking to list offerings on the Website (“Issuer”). All Issuers users must read and accept every aspect of this agreement, the Listing Agreement and any other agreement or policy provided by PetroFunders. If you do not agree to these Terms, you are prohibited from using www.petrofundersUSA.com or any affiliated services. Moreover, PetroFunders reserves the right to modify this agreement at any time. Your use of www.petrofundersUSA.com and affiliated services indicates your unconditional acceptance of all changes made to this agreement at any point.
The listing services provides Issuers with the ability upload their content to the Website. PetroFunders will not have any ownership rights in Issuer’s Content. You hereby grant to PetroFunders a worldwide, non-exclusive, royalty-free, right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the services on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit (“Host”) the Content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text (“Artworks”) in connection with the services); (ii) (and to allow other users to) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the Content and Artworks; and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision of the services.
You agree to pay all commissions and other amounts owed to any person or entity due to your submission of your Issuer Content to the service or the PetroFunders Hosting of the Issuer Content as contemplated by these Terms.
Federal securities law requires securities sold in the United States to be registered with the SEC, unless the sale qualifies for an exemption. The Offerings and securities offered on the Website or U.S. investments have not been registered under the Securities Act and are being offered in reliance on an exemption provided under Regulation Crowdfunding.
All investment funds are held by an escrow agent pending completion or termination of an Offering. Investment overviews on the Website contain summaries of the purpose and principal terms of each Offering. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such Offering. The information contained on the Website and in the Offering materials have been prepared by the respective issuer without reference to any particular User’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment. PetroFunders shall have the right but not the obligation to remove, cancel or reject the posting of any Offerings. Failure to remove, cancel or reject Offerings suspected of violating the securities laws does not constitute an endorsement or approval of said Offerings by PetroFunders. The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.
No Disqualifying Events
Each issuer warrants and represents that none of its predecessors, any affiliated issuer, any director, executive officer, other officer of the issuer participating in the Offering, any investment managers and their principals, any beneficial owner of 20% or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act) connected with the issuer in any capacity at the time of sale nor any compensated solicitor or any general partner, managing member, director, executive officer, or other officer of the compensated solicitor participating in the Offering (each, an “Issuer Covered Person” and collectively, “Issuer Covered Persons”) is subject to any of the “bad actor” disqualifying events described in Rule 503 of Regulation Crowdfunding, (a “Disqualifying Event”). Each issuer that posts an Offering on this Website warrants and represents that it has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualifying Event and will promptly notify subscribed investors in writing should any Disqualifying Events occur or prior Disqualifying Events come to the issuer’s notice despite its reasonable efforts to discover and immediately consult their legal counsel.
2. User Profile Registration
You agree that your Profile will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed through your Profile. Although the Website may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any Offering posted on the Website. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular Offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Website or the Services does not create such a relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the Offerings posted on the Website. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Website does not provide any of the foregoing advice or recommendations.
You agree that PetroFunders may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Profile. You agree to notify us of any changes in your address or contact details. Communications shall be deemed delivered to you when sent and not when received. You may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. PetroFunders shall have a reasonable period to effect such a change and PetroFunders may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
You agree that any information that you transmit to the Website, PetroFunders in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, Website addresses and links to other Website/articles, etc. is non-confidential and non-proprietary and can be used by PetroFunders or their affiliates for any purpose. PetroFunders are free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Website, PetroFunders for any purpose.
Issuers will be able to post Offerings to the Website subject to the exemptions from registration under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated by the SEC. Users intending to invest in an Offering must be verified as accredited investors as defined in Regulation D. Prior to investing, you will be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth and will be required to verify that you are qualified to invest in Offerings posted on this Website. You acknowledge and agree that all information you provide for the registration is complete and accurate.
Users agree to cooperate with any requests by the Website or any issuer for additional information or documentation.
You are responsible for maintaining the security and confidentiality of your user name and password. You are liable for any charges, damages or losses incurred by you or us as a result of your failure to maintain the confidentiality of your user name or password. If you suspect any unauthorized use of your user name or password, you should notify us immediately.
Risk Related to Securities Offered on the Website
The securities offered on the Website are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with any Offering, including the risk of complete loss of your investment. Securities sold through the Website may not necessarily be publicly traded and, therefore, may be illiquid unless registered with the SEC. Such securities may be subject to restrictions on resale or transfer, including holding period requirements. Investing in any Offering requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
The securities being offered on the Website have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D, as applicable. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws.
Users must read the offering materials and transaction documents for each of the Offerings posted on the Website for more information and discuss any questions with each issuer directly prior to investing. No assurance can be given that any Offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar Offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the Offerings posted on this Website and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any Offering. The exemptions relied upon for such Offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Website and issuers on the Website in connection with an Offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer in offering or selling securities on the Website might not be available and substantial liability to such issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
We do not charge investors any fees for accessing the portal. PetroFunders and other third party service fees for each offering are disclosed in the respective offering materials. PetroFunders’s fees in connection with the offerings posted on this funding portal consist of a posting fee, a per investment technology/processing fee which may be paid by the Issuer or the Investor at the Issuer’s discretion and a profit sharing fee.
Each Investor represents and warrants, and can demonstrate to PetroFunders’s full satisfaction upon request that Investor (i) owns or otherwise controls all rights to all Content in your User Submissions, or that the Content is in the public domain, (ii) Investor has full authority to act on behalf of any and all owners of any right, title or interest in and to any Content to use such Content as contemplated by these Terms and to grant the license rights set forth above, and (iii) Investor is authorized to grant all of the aforementioned rights to the Content to PetroFunders;
Investor understands that PetroFunders shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by Investor; and that all information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which such content originated and that PetroFunders will not be liable for any errors or omissions in any Content; and that PetroFunders cannot guarantee the identity of any other users with whom Investor may interact in the course of using the Website.
PetroFunders does not endorse and has no control over any Investor submission. PetroFunders cannot guarantee the authenticity of any data which users may provide about themselves. Investor acknowledges that all Content accessed by Investor using the service is at its own risk and Investor will be solely responsible for any damage or loss to any party resulting therefrom.
4. Your Right to Use our Website
Subject to compliance with these Terms and the obligations hereunder, Users have a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable license to access and use the publicly available areas of our Website through a generally available web browser only for its intended purpose. Subject to compliance with the Terms and the obligations hereunder, Investors have a limited, non-exclusive, non-transferable, non-assignable, non-sublicenseable and revocable license to access and use the password-protected areas of our Website through a generally available web browser only for its intended purpose. Subject to compliance with these Terms and the obligation hereunder, Investors have a worldwide, royalty-free, non-transferable license to refer to or provide a link to the publicly available areas of our Website if such links are provided for the purpose of furthering the purpose of our Website. Investors are not entitled to create links to Content submitted by other Investors. Except as specifically permitted, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content or any information included on our Website.
5. Use of Website
In connection with your use of our Website or the Service, you may provide Content and interact with other Investors. As a condition to your use of our Website or the Service, you agree that you will not:
Upload, post, transmit or otherwise make available Content that is unlawful, libelous, intentionally false, abusive, obscene, unlawfully threatening, unlawfully harassing, discriminatory or otherwise objectionable;
Collect, use or transfer any personal, private or confidential information about another person obtained from our Website except as expressly permitted by the owner of the information;
Infringe any third party’s intellectual property, trade secret or proprietary rights.
Transmit Content that contains software viruses, worms or any other computer code that interrupt, destroy or limit the functionality of the Website or obtain unauthorized information.
Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable or disproportionately large load on our infrastructure.
Use data mining, robots or similar data gathering or extraction methods.
Use the Website for any unlawful or improper purpose.
Either directly or indirectly, on your own behalf or in the service or on behalf of others, solicit, poach, cold call or attempt to solicit, poach, cold call, divert, entice, induce or remove any person or entity found on or through this Website or any customer of PetroFunders for any purpose, including the purpose of engaging in competition with PetroFunders.
- In connection with use of the Website and the Service, each Investor represents and warrants that he or she:
- Has provided complete and accurate Registration Information and will update the Registration Information to maintain its accuracy.
- Has had an opportunity to seek legal and financial advice with respect to participation in investment-related services and the Website.
- Hold all rights in the Content you submit sufficient to grant licenses and rights to its use as provided herein.
User Conduct Guidelines
You represent and warrant that all information that you provide to PetroFunders or through the Website is accurate, complete and truthful. PetroFunders and their affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Profile if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
The Website permits Users to independently connect with issuers and subscribe in Offerings. However, you are expressly prohibited from doing the following acts: (a) using the Website, or any services and or tools if you are temporarily, or indefinitely, suspended from using the Website, Services or any tools; (b) collecting personal information about other Users; (c) interfering with other Users’ Profiles or Offerings posted to the Website; or (d) posting false, inaccurate, misleading, defamatory, or libelous content on the Website. PetroFunders grants you a limited, revocable, non-exclusive, non-transferrable license to view, copy and print content on the Website for personal, non-commercial purposes. PetroFunders grants the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the Website for the purpose of creating publicly available, searchable indices of Website content. We reserve the right to terminate or limit your access to the Website and/or the licenses granted herein for any reason and in our sole discretion. 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.
You are prohibited from posting or transmitting any material on or through the Website that, in PetroFunders’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. PetroFunders will fully cooperate with any law enforcement authorities or court order requesting or directing PetroFunders to disclose the identity of anyone posting any such information or materials on the Website.
6. Website Intellectual Property
We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Website believes its copyright rights have been infringed on our Website, the copyright(s) owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
- A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
- Identification of the copyrights(s) claimed to have been infringed;
- Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
- Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
- A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), PetroFunders’s Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement: J. Martin Tate
Postal Address: c/o Carman Lehnhof Israelsen, 375 W. 200 South, Suite 225, Salt Lake City, UT 84111
E-mail address: email@example.com
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Website without liability to you or any other party and that the claims of the Complaining Party may be referred to a United States court of law or the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying PetroFunders and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to info@petrofundersUSA.com. PetroFunders may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or infringement of other intellectual property rights, rights to privacy or publicity, or defamation.
All of the design, text and graphics of our Website as well as the selection and arrangement thereof, are copyrighted 2020 PetroFunders, LLC, all rights reserved. PetroFunders, http://www.petrofundersUSA.com/ and the design elements of such work constitute our trademarks. The Website images and text and all page headers, graphics HTML based computer programs used to generate pages on the Website and icons are our trademarks, service marks and/or trade dress and may not be used without PetroFunders’s prior written permission. All uses thereof inure to our benefit. All other trademarks, product names and company names or logos included on the Website are the property of their respective owners. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute any material, including code and software, from our Website except as expressly set forth herein. Any unauthorized or unapproved use constitutes copyright and/or trademark infringement.
You may not use the Website or any portion thereof to create or recreate a similar or competing service. Any use of the Content of this Website not expressly permitted by these Terms or granted by our prior written permission is a breach of these Terms and is strictly prohibited.
The PetroFunders IP contains confidential and sensitive trade secrets of PetroFunders. We do not permit you to disclose this information to anyone other than another Investor, and we do not permit you, or other Investors, from using this information for any purposes other than those that consist of participating in our Services, as provided herein.
A. Confidential Information. Confidential Information under these Terms consists of all non-public information whether oral or in writing (a) that is designated as “Confidential” or “Proprietary” by PetroFunders at the time of disclosure or within a reasonable period thereafter; (b) that is only available to Investors, or (c) that you should reasonably understand is confidential (collectively, “PetroFunders Confidential Information”). Confidential Information includes non-public information that PetroFunders or its affiliates furnish or otherwise make available to Investors with respect to the offering documents, together with any reports, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by PetroFunders, or for Investors. Confidential Information includes, without limitation, information relating to PetroFunders services, the marketing or promotion of any service, business policies or practices, strategic plans, pricing, lease rates, plans, renderings, pro-formas, loan agreements, purchase and sale agreements, leases, market comparables, tenant information, sales per square foot, vendor names, customer lists, management systems, and information received from others that PetroFunders is obligated to treat as confidential.
B. Non-disclosure. You shall retain PetroFunders Confidential Information in confidence, and shall not use such PetroFunders Confidential Information except as expressly permitted herein. You agree to use at least the same degree of care in safeguarding PetroFunders Confidential Information as you use in safeguarding your own confidential information and trade secrets, but shall use not less than reasonable care and diligence.
C. Exceptions. Your obligation of non-disclosure of PetroFunders Confidential Information under these Terms will not apply to PetroFunders Confidential Information which you can demonstrate: (i) is or becomes a matter of public knowledge through no fault of your own; (ii) was or becomes available to you on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to PetroFunders with respect to such PetroFunders Confidential Information; (iii) was independently developed by you without reference to the PetroFunders Confidential Information; or (iv) is required to be disclosed by law, provided that you promptly notify PetroFunders in order to provide PetroFunders an opportunity to seek a protective order or other relief with respect to such impending disclosure.
D. Reservation of Rights. The PetroFunders IP is protected by U.S. and international copyright and other intellectual property laws, and PetroFunders retains all rights with respect to the Content, the Website, and the Services, except those expressly granted to you. You agree not to duplicate, publish, display, distribute, modify, create derivative works from, or exploit in any way the PetroFunders IP or any tangible embodiments of the PetroFunders IP, except as expressly permitted herein.
We are under no obligation to monitor the information residing or transmitted through our Website. However, you agree that we may monitor Content on our Website (a) to comply with applicable laws, regulations or other government requests; (b) to operate our Website properly or to protect us and/or Users; and (c) for such other purposes as we deem reasonably necessary or appropriate from time to time. We reserve the right to modify, reject or eliminate any information residing on or transmitted through our Website that we believe is unacceptable or in violation of these Terms.
9. Links to Other Websites
Our Website may contain hyperlinks or other connections to Websites operated by persons or entities other than us. We do not control those Websites and are not responsible for them, their availability, content or any viruses that may be accessed through them. Our inclusion of hyperlinks or other connections to such Websites does not imply any endorsement of the material on them or any association with their owners or operators. Your use of the Website to link to another Website is at your own risk.
10. Limited Express Warranty; Disclaimer of Other Warranties
11. Limitation Of Liability and Remedies
YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES SUFFERED AS A RESULT OF ACCESSING, USING, PRINTING, COPYING OR DOWNLOADING ANYTHING FROM OUR WEBSITE. YOU FURTHER AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY RELYING UPON, USING, OR INTERPRETING OUR WEBSITE. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR WEBSITE OR WITH THE DELAY OR INABILITY TO USE IT (OR ANY LINKED WEBSITES), OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH OUR WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF OUR WEBSITE, OR ON ANY OTHER BASIS (WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF WE, OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR CUMULATIVE LIABILITY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE WEBSITE (WHETHER ARISING IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE) OR UNDER THESE TERMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Any claims made by you in connection with your use of our Website, or its Content, must be brought within one (1) year after the cause of action accrues. Otherwise, such cause of action shall be barred.
PetroFunders shall have the right, in addition to other remedies provided by applicable law including consequential and liquidated damages, to apply to a court of competent jurisdiction for the entry of an immediate order to restrain or enjoin said breach and to specifically enforce the provisions of this Agreement.
You agree to defend, indemnify and hold us, our officers, directors, employees, members, agents, and affiliates harmless from and against all claims, charges, investigations, actions or demands, liabilities and settlements, including without limitation our losses, costs, damages and reasonable legal and accounting fees , resulting from, or alleged to result from: (a) your breach of these Terms; (b) any Content or other material you provide to our Website, (c) your use of our Website’s Content, (d) your violation of any applicable law, regulation, rule or order pertaining to your use of our Website; (e) your unauthorized or unlawful use of our Website; (f) any activity in which you engage in or through our Website; or (g) the unauthorized or unlawful use of our Website by any other person using your user name and password.
A. You may terminate your account with us for any reason or no reason, at any time, upon notice to us. Your termination notice will be effective upon our processing the notice. We may terminate your account with us for any reason or no reason, at any time, with or without notice. A termination by us will be effective immediately or as may be specified in any notice from us. Termination of your account with us includes disabling your access to our Website and may also bar you from any future use of our Website. B. We may immediately restrict, suspend or terminate your account if you abuse or misuse our Website or engage in any behavior that we, in our sole discretion, deem contrary to the purpose of the Website. If you violate any of the Terms, we may immediately terminate your limited license to use our Website. C. Upon the termination of your account with us, you lose access to our Website. In addition, we may block access to our Website from an IP address or range of IP addresses associated with those of terminated Users.
14. Notifications and Communications
For purposes of communicating with you regarding the Website, notice shall consist of an email from us to an email address associated with your account. You also agree that we may communicate with you through other means including email, cellular telephone, telephone or delivery services including the U.S. Postal Service about your Website registration or Services through the Website. You agree that we shall have no liability associated with or arising from your failure to maintain accurate contact information.
You may contact us via email at: info@petrofundersUSA.com or via U.S. mail or courier at:
2255 S. Wadsworth Boulevard, Suite 106
Lakewood, CO 80227
15. Reports and Complaints
If you believe that a User has acted inappropriately, such as by violating these Terms, you may report your concerns either via the links we have included on the Website, or by contacting us by the means described above. If we are notified by a User that he or she believes that certain Content at the Website is in violation of these Terms, we may investigate the allegation and determine in good faith, in our sole discretion, whether to remove or block access to such Content, or to take action with respect to person or persons responsible for posting the Content. We have the right (but not the obligation), in our sole discretion, to remove, relocate, or otherwise block or restrict any Content, with or without notice, and without liability.
You are solely responsible for your interaction with other Users that involve or arise from your relationship to the Website. Although we may monitor claims that involve you and other Users, we have no obligation to become involved. If you become involved in such a dispute, and our provision of Services is an insubstantial factor (or no factor) in creating this dispute, then you release us from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or connected with such dispute.
Agreement for Binding Arbitration. We do not anticipate having any disagreements with you, the user, regarding usage of this Website. But if any concerns about these matters arise, please notify us immediately. We would endeavor to resolve any disagreements in a fair and amicable manner. If it is not possible to resolve the disputes ourselves, then each party hereby agrees that all disputes or claims between you and the Company of any nature whatsoever, including but not limited to those relating to use of the Website or the quality or appropriateness of services offered by the Website shall be resolved by binding arbitration. The Company chooses arbitration because it is usually less expensive and quicker than litigation and will allow us to resolve our disputes privately.
You agree that, by entering into this Agreement, you and PetroFunders are each waiving the right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement. YOU AND PetroFunders AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitration shall be conducted by the Judicial Arbitration and Mediation Services (“JAMS”). The arbitrator must decide all disputes in accordance with the chosen association’s rules and in accordance with Colorado law, and shall have power and obligation to decide all matters submitted, including arbitrability and legal questions raised by pleading or summary judgment motions. In the event that any dispute or claim is determined not subject to arbitration by the arbitrator, all parties agree that their respective rights and obligations shall be governed by the laws of the State of Colorado, excluding its choice of law rules. Furthermore, in the event that any dispute or claim is determined not subject to arbitration by the arbitrator, all parties agree that any and all legal action or proceedings shall be instituted in a state or federal court in Colorado.
Users understand that they are free to consult with other counsel about the wisdom of agreeing to arbitration or to any other term of this agreement before accepting it, and User agrees that by using this Website, it is voluntarily accepting this agreement.
17. Other Agreements
These Terms constitute the entire agreement between us and you with respect to the subject matter of these Terms and supersede all previous and contemporaneous agreements, proposals and communications between us, written or oral, or whether established by custom, practice, policy or precedent. You agree that no joint venture, partnership, employment or agency relationship exists between you and us or other Users as a result of these Terms or your use of our Website. We may assign these Terms, in whole or in part, in our sole discretion. You may not assign your rights or obligations under these Terms without our prior express written permission. Any attempt by you to assign your rights or obligations under these Terms without our permission shall be void. If any provision of these Terms is found to be invalid by any court having jurisdiction to make such a determination, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to act with respect to a breach of these Terms does not waive our right to act with respect to that breach or subsequent breaches. Except as expressly and specifically contemplated by these Terms, no representations, statements, consents, waivers or other acts or omissions by us shall be deemed legally binding on us, unless documented in a physical writing hand signed by one of our duly appointed officers. We make no representation that our Website is appropriate or may legally be viewed in the nation, state, province or other jurisdiction in which you reside, do business, or are incorporated or organized. Access to the Website is prohibited from jurisdictions where the Website, or its Content, is illegal. You agree that these Terms, as well as any suit, action or proceeding arising out of or in connection with any dispute with us, including without limitation any claim involving us or our affiliates, subsidiaries, employees, members, officers, directors, and agents, shall be governed by and construed in accordance with the laws of the State of Colorado in all matters, without regard to its provisions regarding conflicts of law and the United Nations Convention for the International Sale of Goods. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Colorado.
The Website may contain links to third party websites (“Third-Party Websites”). 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 PetroFunders of any information, materials, products, or services contained in or accessible through any Third-Party Website. In no event shall PetroFunders be responsible for the information contained on any Third-Party Websites or your use of or inability to use any Third-Party Websites. You acknowledge and agree that PetroFunders 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 WEBSITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY WEBSITES OR AVAILABLE THROUGH THIRD-PARTY WEBSITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
If you are located outside of the United States, you use or access the Website solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. PetroFunders 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 Website is prohibited. Offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. This Website is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this Website available to you. 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 posted on this Website must only be made on the basis of the offering or transaction document relating to the specific investment.
The content, material and information contained on the Website 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; or (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Website can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware and to observe all of the applicable laws and regulations of any relevant jurisdiction, including your country of residence.
Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When a potential investor registers on the Platform, we obtain his, her or its consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.
For further information relating to these Terms, or to report a problem regarding the Website, please contact info@petrofundersUSA.com.
Updated May 6, 2020.