TERMS AND CONDITIONS
Welcome to WIF AX Fund’s technology platform. WIF AX, LLC, an Arizona limited liability company (the “Company,” “WIF AX Fund,” “we,” or “us”), has created this website (collectively, the “Website,” or “Site”) to facilitate discussions among companies, potential investors, and others interested in real estate projects, and the funding of these projects.
To assist you in using our Website and associated services, and to ensure a clear understanding of the relationship arising from your use of our Site and participation in these services, we have created these terms of service (“Terms of Service” or “Terms”) and a privacy policy (“Privacy Policy”). The Terms govern your use of our Site and our Privacy Policy explains how information you provide to us through the Site is treated.
The Terms and Privacy Policy apply to any visitor who accesses and/or uses the Site, including
(1) casual visitors to our Site, who do not participate in the Services and
(2) visitors who register for, access and/or use our services (singularly referred to as a “User,” or “You” and collectively, referred to as the “Users” or “You”).
By accessing or using our web site at www.wifaxvc.com and www.wifax.vc, including any subdomain thereof (the “Site”), You signify that you have read, understand and agree to be bound by the Terms of Service and the Privacy Policy. If you violate any of these Terms of Service or Privacy Policy, or otherwise violate an agreement between you and us, the Company may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site), at any time in its sole discretion, with or without notice.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE SITE. BY ACCESSING OR REGISTERING AT THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OR REGISTER FOR OUR SITE.
CHANGES TO TERMS OF SERVICE
The content of the pages of this Site may change without notice from time to time, including but not limited to, these Terms of Service. You understand and agree that your continued use of the Services or the Site after we have made any such changes constitutes your acceptance of the new Terms of Service. This Site uses cookies to monitor browsing preferences.
ELIGIBILITY
This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Service. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of these Terms of Service. Notwithstanding the foregoing, if you reside in a country or other jurisdiction that requires a higher minimum age for your use of the Site or participation in our Services, you must comply with the applicable law in that jurisdiction.
The portion of our Services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to certain qualified, registered and authorized users. Such portions of our Services and the Site may thus not be available in all jurisdictions or to all Users. While you can visit our site and review a range of information related to real estate and real estate projects, in order to participate in certain investment opportunities, you must become a registered member and agree to these Terms of Service and the Privacy Policy.
For persons residing in the United States (“U.S.”), only “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), with a valid User ID and password, are authorized to access such services and web pages (such persons being “Accredited Investors”). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. In some cases, you may be required to provide supporting documents to issuers that provide proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for WIF AX Fund to immediately discontinue your use of the Service by preventing your access to the Site and the Services.
Persons who are residing outside of the U.S. are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Our services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where WIF AX Fund or one of its partner entities is not authorized to provide such information or services. We also reserve the right to deny access to anyone, including, but not limited to, those Users who use proxy servers and/or IP addresses residing in certain geographical areas.
REGISTRATION DATA; ACCOUNT SECURITY
In consideration of your use of the Site and Services, you agree to
(a) provide true, accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”);
(b) maintain the security of your password and identification;
(c) maintain and promptly update the Registration Data, and any other information you provide to us; and
(d) be fully responsible for all use of your account and for any actions that take place using your account.
You may also be required to provide additional and/or supplemental information in the future upon our request. Please keep in mind that we will treat anyone who uses your user name and password as “you,” therefore, we recommend that you maintain your user name and password in confidence, and that you refrain from disclosing this information to anyone. We also ask that you notify us immediately if you suspect that your user name and password has been misappropriated or your account has been compromised.
SERVICES PROVIDED
Among other Services, this Site presents information regarding potential investments in real estate and allows you the opportunity to designate investment opportunities in which you would like to participate. However, such selection does not mean that you will be permitted to participate in such transaction. Our decision to permit your participation are subject to, among other things, demonstration to our satisfaction that you meet the legal requirements for participation, consent of relevant third parties, execution of definitive documentation. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate.
NO SECURITIES OFFERINGS; NO PROFESSIONAL ADVICE PROVIDED
The securities offered on the Site for U.S. investments have not been registered under the Securities Act of 1933 (the “Securities Act”), in reliance on the exemptions provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Site. WIF AX Fund is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration.
The Site does not offer financial advice or recommend investments. Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Any information available through our Site is not offered as financial advice and should not be the basis for performing any actual financial activities. Such summaries are intended for informational purposes only and do not purport to be complete. From time to time, the offering summary may be qualified in its entirety by any accompanying investor document package offered by the sponsoring real estate operator or developer in relation to such investment opportunity. The information contained in the Site has been prepared by WIF AX Fund without reference to any particular User’s investment requirements or financial situation, and potential investors should consult with their own professional tax, legal and financial advisors before making any investment.
CODE OF CONDUCT (INCLUDING NON-CIRCUMVENTION RESTRICTION)
Our Site may provide data concerning, blogs, chat rooms, message boards, email services, and other services that allow you to interact with other registered Users. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations.
By using this site, you agree that WIF AX Fund has expended significant time and effort developing its base of sponsoring real estate operating companies and borrowers, and in view thereof you agree that, for a period through and until Two (2) years following any termination of your account, you may not solicit, initiate, encourage, or engage in discussions or negotiations with any sponsoring real estate operating company or other third party introduced to you by WIF AX Fund, or from whom you otherwise found out about the party and/or the project from, without the express written permission from WIF AX Fund or such other relevant party. This provision shall survive any termination of these Terms of Service.
Whether you are a visitor or a registered User, as a condition to your use of the Site and the Services, you agree to the following “Code of Conduct”:
You may NOT:
upload, post, email, or otherwise transmit any images or other content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable;
use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service;
modifying, adapting, translating, or reverse engineering any portion of the Site;
advertise, solicit any User to buy or sell any products or services through the Site;
attempt to gain unauthorized access to the Site, the Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
create user accounts by automated means or under false or fraudulent pretenses;
transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature to or through the Site or Service;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
upload, post, email or transmit, or otherwise make available through the Site or Service any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
upload, post, email or transmit, or otherwise make available through the Site or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law.
runMaillist, Listserv, or any form of auto-responder or “spam” on the Site or Service;
use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
interfere or attempt to interfere with the proper working of the Site or Service or any activities conducted on the Site, including to utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over the Site’s pages, or otherwise affect the display of the Site’s pages;
download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
remove any copyright, trademark or other proprietary rights notices contained in or on the Site or Service;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or Service or collect information about its Users for any unauthorized purpose;
use the Site or Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions, non-U.S. residents agree to comply with all local rules regarding online conduct, including laws regulating the export of date from the U.S. or your country of residence);
promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
share or disclose with anyone any information obtained through the Site or Service about any investment offerings; or
use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.
It is against these Terms of Service to contact sponsoring real estate operating companies or developers (“Offering Company”) directly or to attempt to enter into any transactions with such persons or entities outside of the Services.
We will enforce the above Code of Conduct wherever we deem necessary. However, please understand that WIF AX Fund does not control and does not purport to endorse any User Content. When you use our Site and access any User Content, you do so at your own risk, and we expressly disclaim responsibility for User Content provided as part of our Services.
USER CONTENT
The Service may allow you and other users to submit, post, transmit and share content with other Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display on or through the Service or the Site, or transmit to or share with other Users (collectively, the “User Content”). You understand and agree that we may review and delete, edit or remove (without notice) any User Content in our sole discretion, including without limitation, User Content that in our opinion violates these Terms of Service, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us a royalty-free, irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute and put to commercial and other uses such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire. No compensation will be paid with respect to our use of your User Content under this grant. By posting User Content on our Site, you are also granting all registered Users of the Site the same license provided above.
MONITORING AND REVOCATION OF USER PRIVILEGES
We expect each User of our Site to act responsibly, and to respect the rights of others. We seek to protect the integrity and security of our computing systems, and the right to protect our community of registered Users from claims of intellectual property infringement and other claims or threats. We reserve the right, in our discretion
(i) to monitor your use of the Site, email and other User Content transmitted through the Site,
(ii) to restrict access from certain other sites or resources, and
(iii) to take other actions we deem necessary to protect our Site and our community of users.
As a Service to our registered Users and Offering Companies, we may compile records of visits or hits with respect to certain pages or information that are available on our Site. The Site uses cookies to monitor browsing preferences. We might also compile information and other metrics concerning User interactions and other features of our Site (“Site Metrics”). WIF AX Fund is under no obligation to provide you with Site Metrics or any other information related to the use of our Site and Services.
Although we have no and assume no obligation to monitor activities on our Site, we may employ filters designed to detect and block the transmission of messages that conflict with our Code of Conduct. We reserve the right, with or without notice to you, to terminate or suspend your access to some or all of the Site or our Services, if you engage in activities that we conclude, in our sole discretion, breach our Code of Conduct.
INTELLECTUAL PROPERTY; USERS’ RIGHT TO USE
WIF AX Fund and its licensors (where applicable) hold intellectual property rights with respect to the Site and the Services, including but not limited to the following:
(i) all WIF AX Fund logos, tag lines, trademarks, and other indications of source and quality (whether registered or protected under “common law”) (collectively, “Trademarks”);
(ii) all content available or through the Site (other than User Content), including but not limited to designs, text, graphics, pictures, video, information, software, music, sound, underlying source files and other files, and their selection and arrangement (the “Site Content”);
(iii) WIF AX Fund technology that powers the Site and is made available to use from the site (items (i) – (iii) are collectively referred to as “WIF AX Fund IP”).
All WIF AX Fund IP are protected by copyright and/or other intellectual property rights. Rights in other marks and logos which appear on the Site are reserved to the owners thereof, and WIF AX Fund is not affiliated with and does not endorse such entities.
No WIF AX Fund IP may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of the Site, you are granted the right to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use and in connection with your participation with the Services. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of WIF AX Fund, is strictly prohibited and will terminate the right granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license or right to use any of the WIF AX Fund IP, whether by estoppel, implication or otherwise.
CONFIDENTIALITY
The Site contains confidential and sensitive trade secrets of WIF AX Fund. The Site also includes content and information provided and/or posted by third parties, including information with respect to the business and/or financials and/or activities of sponsoring real estate operating companies or developers, which may be deemed as confidential. Confidential information includes non-public information that WIF AX Fund, its affiliates, any Offering Companies or any other third parties furnish or otherwise make available to registered Users with respect to any investment opportunity, including but not limited to, any reports, marketing or promotional materials, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by WIF AX Fund or an Offering Company, or for registered Users,
(a) that is designated as “Confidential” or “Proprietary” by WIF AX Fund, an Offering Company or any other third-party User of the Site at the time of disclosure or within a reasonable period thereafter;
(b) that is only available to registered Users; or
(c) that you should reasonably understand is confidential (collectively, “Confidential Information”).
You shall retain such Confidential Information in confidence, and shall not, without the prior written approval of WIF AX Fund or such applicable third party, publish or otherwise disclose to others, or use such Confidential Information for any purpose other than for purposes of reaching a decision whether to invest with and/or through WIF AX Fund. You will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information and trade secrets but shall use not less than reasonable care and diligence.
Your right to the Confidential Information under these Terms will not apply to 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 WIF AX Fund with respect to such Confidential Information;
(iii) was independently developed by you without reference to the Confidential Information; or
(iv) is required to be disclosed by law, provided that you promptly notify Us in order to provide Us with an opportunity to seek a protective order or other relief with respect to such impending disclosure.
LINKED SITES
The Website may contain links or produce search results that reference links to third party websites (“Linked Sites”). The inclusion of any Linked Site is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by WIF AX Fund of any information, material, products, or services contained in or accessible through any Linked Site. WIF AX Fund has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites. In no event shall WIF AX Fund be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of Linked Sites, including the information, material, products, and services on Linked Site or available through Linked Sites, is solely at your own risk. We do not warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other Web-access device. Your access and use of the Linked Sites are governed by the terms of service and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.
CONSENT TO RECEIVE EMAILS CORRESPONDENCES
By registering as a User of the Site, you acknowledge and agree that we may send you email messages about our company, our services and investment opportunities listed by Offering Companies. As a registered User, you can deactivate your account and be removed from our mailing list. You will also be given the opportunity to unsubscribe from commercial messages in any such email we send to you.
ELECTRONIC TRANSACTIONS AND DISCLOSURES
Some of the Services we provide allow you to transact business online and electronically. By registering as a User on the Site, you consent to transact business with us online and electronically, provided that such transactions are permitted under applicable law in the jurisdiction where you reside. You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
As part of doing business with WIF AX Fund, you must also consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099, Schedule K-1s or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a “Disclosure”), from WIF AX Fund or any service provider either of us may use.
Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such time as all Disclosures relevant to transactions that occurred while you were a User have been made. You may not withdraw such consent as long as you have any outstanding investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.
USER DISPUTES
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
PRIVACY
Please review our Privacy Policy. By accessing or registering on the Site or the Services, you are consenting to our Privacy Policy.
DISCLAIMERS LIMITATION ON LIABILITY
We do not guarantee the accuracy of any information posted on this Site, including the User Content or content provided by third parties (“Third Party Content”) and if you choose to rely on such information, you do so at your own risk. In addition, WIF AX Fund cannot guarantee that the Site will be free from infection, viruses, worms, Trojan horses and/or other code that has contaminating or destructive properties. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third-Party Content. We are not responsible for the conduct, whether online or offline, of any User of the Site or Service. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of the Site and/or the Service.
The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications.
We reserve the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by WIF AX Fund.
Use of the Site in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of the Site and consummation of the transactions offered on the Site are permitted in the jurisdiction where you reside and comply with all applicable laws, regulations, orders and court decisions. If you are unsure of the legality in your jurisdiction, please consult legal counsel. When you access, register for or use the Site, you do so at your own risk.
THE SITE AND RELATED SERVICES ARE OFFERED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WIF AX FUND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THIS SITE OR ANY INFORMATION POSTED ON OR SERVICES OBTAINED THROUGH THIS SITE. IN NO EVENT WILL WIF AX FUND, ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL OR PUNITIVE, INCIDENTAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, OR LOSS OF INCOME, REVENUE, BUSINESS, LOST PROFITS OR OTHER ECONOMIC LOSS RESULTING TO YOU OR TO ANY THIRD PARTY DIRECTLY OR INDIRECTLY FROM ANY USE OF THIS SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR DEFECT IN THIS SITE OR ANY INFORMATION CONTAINED IN THIS SITE OR UNAVAILABILITY OR MALFUNCTION OF THE SITE, EVEN IF WIF AX FUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM WIF AX FUND OR ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION. [CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.]
IF THE FOREGOING LIMITATION OF LIABILITY IS NOT ENFORCEABLE, LIABILITY OF WIF AX FUND IN CONNECTION WITH THE SITE, USE THEREOF OR INFORMATION APPEARING THEREIN OR ANY OTHER MATTER IS LIMITED TO $500 USD, IN THE AGGREGATE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL WIF AX FUND BE LIABLE TO YOU FOR ANY OTHER AMOUNTS OR REMEDIES ARISING FROM DAMAGES YOU CLAIM RELATED TO YOUR USE OF THE SITE OR THE SERVICES. BY USING THIS SITE, YOU EXPRESSLY ASSUME ALL RISK RELATING TO THIS SITE AND USE THEREOF, INCLUDING WITHOUT LIMITATION, THAT THE INFORMATION AND MATERIALS ON THIS SITE MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.
WIF AX Fund is not responsible for any loss caused by unauthorized use of any method of payment used in connection with the Site. Any attempt to defraud the Site or failure to honor legitimate charges or other commitments may in our discretion result in termination of your account, voiding of prior transactions, criminal and civil prosecution and any other remedy we choose to apply.
OTHER DISPUTES
You are solely responsible for your interaction with other Users (and Site visitors) that involve or arise from your relationship to the WIF AX Fund website. Although WIF AX Fund my monitor claims between you and other Users (a “User-to-User Dispute”), WIF AX Fund has no obligation to become involved. These Terms of Service do not govern any disputes you may have with Offering Companies or with respect to documents or information provided by any Offering Company, or any investment or other relationship you may have with any Offering Company.
INDEMNITY
You agree to indemnify and hold harmless WIF AX Fund, its affiliates and subsidiaries, and any of their respective officers, directors, shareholders, employees, agents, contractors and representatives, harmless from and against any and all damages, loss, liability, claim, demand, judgments, settlements, penalties, costs and expenses (including reasonable attorneys’ fees) paid or incurred in connection with claims due to, resulting from or arising out of or in connection with your use of the Services or the Site, or any violation of these Terms of Service or of any applicable laws or the rights of any third party, any of your User Content, and any Third Party Content you post of share on or through the Site.
GOVERNING LAW; ARBITRATION
By visiting or using the Site and/or the Service, you agree that the laws of the State of Arizona, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service. By agreeing to these Terms of Service and using the Website and the Service, you agree to submit to personal jurisdiction in Arizona for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in Arizona. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either WIF AX Fund or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
EFFECTIVE DATE
The Effective Date of this Terms of Service is February 1, 2019.