Terms and Conditions for Private Investor Club
All new members will be verified before being given access to the Club. (And if your qualifying information changes, you agree to let the Club know).
All information in the Club is 100% confidential and you must agree not to disclose it to anyone. (Certain exceptions can be made for your legal or financial advisors who have a need to know and take certain precautions to protect the information. ).
Please read below for complete information.
It's understood and agreed that you ("Subscriber") would like to become a member of Exhedra's Private Investor Club ("Club" or "Service"). This Club includes a public and private website, as well as personal communication through email, newsletters, in-person meetings and other means. The Club was created and is run by Exhedra Solutions Inc. ("Exhedra") which includes it's CEO, Ian Ippolito. Club feeders are run by Private Investor Club LLC ("PIC"). The Club, Exhedra and PIC are collectively called "PIC Related Companies".
Non-disclosure of confidential information
Subscriber agrees to all of the terms of the Club Nondisclosure Agreement detailed here.
Exhedra's strict code of ethics
To avoid conflicts of interest and demonstrate neutrality and trustworthiness, PIC Related Companies adhere to a strict code of ethics to itself at all times. Please see the terms and conditions for full information.
Club members may not solicit in the club (nor post comments on threads on which they have a financial conflict of interest). Members that do will have their membership revoked and may have their service or product blackballed. The one exception is in the "marketplace" category of the club which does allow soliciting.
No warranties or guarantees
Subscriber understand and acknowledges that all Materials may contain inaccuracies or errors. Neither PIC Related Companies, Club members nor any 3rd parties, provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the Materials for any particular purpose. PIC Related Companies expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law. Subscriber acknowledges that Subscriber use of any Materials is entirely at Subscriber’s own risk, for which PIC Related Companies shall not be liable. It will be Subscriber’s own responsibility to ensure that any Materials meet Subscriber’s needs and requirements.
All Materials in the club are owned by PIC Related Companies and/or copyrighted. These Materials includes, but is not limited to, the content, design, layout, look, appearance and graphics. Reproduction, sharing, distributing of any or all of the Materials is prohibited (except with certain advisors as described in the confidentiality agreement section).
PIC Related Companies (and it's employees) are not attorneys, financial advisors, financial brokers, real estate brokers or other financial professionals. All information provided by PIC Related Companies (and it's employees) are personal opinion to be used for informational purposes only and does not constitute professional financial, tax, legal or other advice. Subscriber agrees to contact an independent financial, tax, legal or other professional for advice regarding their specific situation, before making any investment decisions.
Abuse of service
PIC Related Companies reserves the right to terminate club membership (including paid subscription), if, in its sole opinion, the Subscriber is abusing the service.
Access to certain club offerings
Certain offerings made available to members 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(b) of Regulation D.
As part of joining the Club, or 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 to verify that you meet the requirements of being an accredited investor. For the purpose of subscribing to securities offered under Rule 506(b) of Regulation D, 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;
Explanation: In calculating net worth, you 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 MINUS 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;
a bank, insurance company, registered investment company, business development company, or small business investment company;
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;
a charitable organization, corporation, or partnership with assets exceeding $5 million;
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 club accepts donations. As a thank you to club members who make at least a $200 donation, such members will receive access to certain detailed due diligence documents and supporting information created by PIC Related Companies ("Paid Subscription") for a year.
Subscriber has the option to renew their donation on a yearly basis after that (but is not obligated to). If and when the Subscriber’s subscription ends, they agree to destroy all Materials in their possession, and confirm it with PIC Related Companies.
The validity, construction, enforcement, and interpretation of this Agreement are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions. The parties to this Agreement: (a) consent to the exclusive personal and subject matter jurisdiction of the state and federal courts having jurisdiction over Hillsborough County, Florida, (b) stipulate that the proper, exclusive, and convenient venue for every legal proceeding arising out of or related to this Agreement or Subscriber’s membership in the Club is Hillsborough County, Florida, for a state court proceeding and the Middle District of Florida, Tampa Division, for a federal court proceeding, and (c) waive any defense, whether asserted by motion or pleading, that Hillsborough County, Florida, or the Middle District of Florida, Tampa Division, is an improper or inconvenient venue.
Except as otherwise expressly provided in this Agreement, in any litigation or other proceeding between Subscriber on the one hand and Exhedra, PIC, and/or the Club on the other hand arising out of or related to this Agreement, the losing party shall reimburse the prevailing party for all attorneys’ fees, costs and expenses incurred by that prevailing party, including in connection with any appeal. Subscriber knowingly, voluntarily and intentionally waives his/her right to a jury trial in any lawsuit between Subscriber on the one hand and Exhedra, PIC, and/or the Club on the other hand that arises out of or is related to this Agreement or Subscriber’s membership in the Club whether at law or in equity, whether based on a claim or counterclaim arising before or after the Effective Date of this Agreement, regardless of the nature of the claim or counterclaim and, including but not limited to, tort, contract, corporate and other claims.
If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.
In addition, the subscriber agrees to all the additional terms and conditions of use of The Real Estate Crowdfunding Review website.
This Agreement states the entire agreement between the parties and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.