Terms Of Use

TERMS AND CONDITIONS OF USE

_________________ (“Legends Advocates”, “we”, “our”, “us”) owns and operates www.legendsadvocates.com, mobile applications, tools, and other platforms or services (individually and collectively, the “Platform”).  These Terms and Conditions of Use (“Terms”) govern all aspects of your (“User” or “You”) use of and conduct on the Platform regardless of whether you are a guest on the Platform or a client of Legends Advocates.  The Terms also govern all aspects of your use and access of the Content (as defined below), which includes the services and functionality made available through the Platform (“Services”).

By using and accessing the Platform, you agree to and accept the (1) Terms; and (2) Privacy Policy in their entirety without any limitation or qualification.  If you do not agree to and accept the (1) Terms; and (2) Privacy Policy in their entirety without any limitation or qualification, then:

  • You should immediately discontinue using or accessing the Platform until you are prepared to agree to each of the Terms and the Privacy Policy, which may have been amended after your previous use or access of the Platform; and
  • Your sole and exclusive remedy is to discontinue using or accessing the Platform.

Eligibility to Use the Platform

If you are using the Platform on behalf of a corporation or other legal entity, you represent that you are authorized to accept the Terms on behalf of such corporation or other legal entity. Further, you acknowledge that you are 13 years of age or older, and, if under the age of 18, are using this Platform under the active supervision of a parent, legal guardian, or other responsible adult. Individuals who are under the age of majority in their jurisdiction are not allowed to use this Platform or submit personally identifiable information to Legends Advocates.

Terms Applicable to Entities Only

The following terms and conditions apply specifically to any corporation or other legal entity subject to these Terms: You agree to require each of your employees, affiliates, and/or successors to be bound by the terms and conditions of these Terms and you agree to remain responsible and liable for all acts and omissions of your employees, affiliates, and/or successors in connection with the Platform. All references to your access and/or use of the Platform include access and/or use of the Platform by your employees, affiliates, and/or successors.

U.S. Based Website

The Platform is controlled and operated by Legends Advocates from the United States, and, unless expressly set forth herein, is not intended to subject Legends Advocates to the laws or jurisdiction of any state, country, or territory other than that of the United States. Legends Advocates does not represent or warrant that the Platform, in whole or in part, is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Platform, you do so on your own initiative and at your own risk and are responsible for complying with all local laws, rules, and regulations. Legends Advocates may limit the Platform’s availability, in whole or in part, to any person, geographic area, or jurisdiction Legends Advocates chooses at any time and in its sole discretion.

User Name and Password Protection

Each person who wants to receive Services must register for their own account with us. When you register for an account, you will be asked to choose a username and password for the account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password.  You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize Legends Advocates to assume that any person using your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to the password for any account. You further agree not to use the account or log in with the username and password of another User if (a) you are not authorized to use both or (b) the use would violate the Terms.

The Platform is Not Financial or Investment Advice

The Services are not intended as financial or investment advice. Use of the Services and any decisions you make to lend or invest money related 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.  By providing the Services, Legends Advocates does not intend to provide financial, investment, legal, or tax advice and/or any other advice.  We encourage and recommend you obtain independent financial, investment, legal, or tax advice and/or any other advice of any kind from relevant and experienced service providers before acting on information made available in the Content or through the Services..  Legends Advocates will not make any recommendations to service providers.

Updates and Revisions to the Terms

Continuing use and access to the Platform should be accompanied by periodic review of the Terms.  Whenever You use or access the Platform, You agree to the Terms in place when the Platform is used or accessed.  Legends Advocates reserves the right to update or revise the Terms at any time and in its sole discretion without (1) any prior notice to You or (2) any obligation to inform you the Terms are updated or revised prior to any update or revision.  All updates and revisions to the Terms shall be effective immediately upon the posting thereof, with the date of the most recent update or revision shown on the Platform.  Continued use or accessing of the Platforms will conclusively and irrefutably be considered your acceptance to every prior update or revision.

Content Made Available to You on the Platform

  1.  “Content” includes all text, data, files, documents, software, graphics, images, audio, videos, scripts, layout, design, function and “look and feel,” interactive features and any other materials that you may view, access, or download (only as expressly permitted in this Section) through the Platform.  Content may be proprietary to (1) Legends Advocates; (2) affiliates of Legends Advocates, or (3) third parties.
  2. Ownership and Proprietary Rights. You acknowledge and agree that all Content and derivative works thereof, are owned by (1) Legends Advocates; (2) affiliates of Legends Advocates, or (3) third parties. Content owned by our affiliates and third parties is licensed to Legends Advocates without the right to license, transfer ownership, or grant any other rights to You other than the right to analyze the material for your personal use.  All Content is protected by copyright, trademark, and other intellectual property laws. All trademarks, service marks, logos, and slogans displayed on or through the Platform or Services are the property of Legends Advocates or their respective owners.  Nothing found in any Content 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 Legends Advocates or third party owner or licensee of the trademark, service mark, logo, slogan or tagline. Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the written consent of the owner or permissible licensee of such Content unless an exception is provided in the Terms. You have no rights to any Content unless an exception is provided in the Terms.
  • Content Use Restrictions. You may access and use Content solely for your information and personal, non-commercial use. Any modification of the Content, use or sharing of the Content, or use or sharing of the Content for any purpose other than personal, non-commercial use without the prior written consent of Legends Advocates or its licensors, as relevant, is expressly prohibited and violates the copyright, trademark, and other proprietary rights in the Content. Circumvention, disabling, interference, or other prohibited activity with features or methods employed to prevent or restrict the use or copying of any Content is a breach of these Terms. Altering, removing, or falsify attributing any designations of origin or source of any Content without our express, written permission is prohibited. Downloading of any Content is prohibited unless you see an instruction or similar link on the Platform that intends to provide You the opportunity to lawfully download such Content.  Downloading of any Content from the Platform—with or without our consent—is done at your own risk. You understand and agree that you are responsible for your own conduct while using or accessing the Platform and any consequences that may arise. You agree to use the Services only for purposes that are legal, proper and in accordance with the Terms, the , and any applicable law, rules or regulations (including the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, any applicable state “Blue Sky” laws, any other applicable U.S. federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, any consumer protection, unfair competition, and anti-discrimination laws or regulations and any applicable foreign laws).
  1. Disclaimer. Content is provided to you on an “AS IS” and “AS MADE AVAILABLE” basis without any warranty of any kind, express or implied. We do not guaranee the accuracy, safety, integrity, or quality of Content.  You understand and agree that you must evaluate and bear all risks associated with the use, reliance, integrity, and accuracy of any Content. Nothing on the Platform, including all Content, should be considered a recommendation to purchase, sell, hold, or take any other action regarding any registered or unregistered security.  Access or use of the Platform is an admission and agreement that Legends Advocates does not:
  • engage in the business of effecting securities transactions or providing investment advice;
  • have any registration with or license from 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 any securities-related or other registration.

Restrictions on Use of Services

Use or access of the Services in any unlawful way or for any unlawful or illegitimate purpose is prohibited and will always be prohibited including (1) transmitting messages or information under a false name; (2) providing information that is or is reasonably considered unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (3) providing information that infringes or violates any intellectual property rights, privacy rights, or rights of publicity possessed by others. The following acts will result in will result in criminal referrals to the greatest extent possible:

  • Any attempt—whether successful or not—to disrupt the Platform or provision of Services in any manner such as the use of denial of service attacks, flooding, spamming, computer viruses, keyloggers, spyware, or other malicious or harmful code;
  • Any attempt—whether successful or not—to use the Services in any manner that could damage, disable, or impair our networks, computer hardware, software, or other means of providing Services; and
  • Any attempt—whether successful or not—to gain unauthorized access to any user accounts or our computer systems or networks through hacking or any other means.

Non-Disclosure and Confidentiality

Use of the Services will result in Legends Advocates sharing confidential information of Legends Advocates and our affiliates, and each of their respective clients, borrowers, originators, brokers, and licensors.  Confidential information may include names, business and financial information, business plans, operating agreements, investment memoranda, and customer names of Legends Advocates and its affiliates’ clients (collectively, “Confidential Information”).  You agree to maintain and protect the privacy and security of all Confidential Information to the greatest extent possible to ensure it remains confidential. Necessary measures to ensure the privacy and security of all Confidential Information includes

  • using the Confidential Information for only one purpose: the reason why the Confidential Information was made available to you as a part of the Services (the “Permitted Purpose”) and for no other purpose whatsoever;
  • not to access, use, or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose;
  • not to access the Platform, Services, or any Confidential Information for any other individual (except to the extent fully disclosed to Legends Advocates) or any unauthorized third party;
  • not to disclose Confidential Information to any third party other than your attorneys and other advisors who (a) need to know such information to assist you in carrying out the Permitted Purpose (the “Representatives”) and (b) are bound by a written confidentiality agreement or ethical obligations containing disclosure and use provisions no less restrictive than those in the Terms;
  • to restrict physical and system access to the equipment which contains Confidential Information or which gives access to the Confidential Information; and
  • to use Confidential Information in compliance with all applicable laws.

If you discover or suspect any unauthorized use of or access to the Services and/or Confidential Information, then You shall notify Legends Advocates immediately. You understand and agree that You shall be responsible for any breach or threatened of the obligations set forth in this Section as if such breach or threatened breach was committed by You. You understand and agree all obligations relating to Confidential Information under this User Agreement will continue after any termination of

  • your relationship with Legends Advocates;
  • access rights to Services; and/or
  • use or access to the Platform.

Legends Advocates is Not Soliciting or Recommending Any Action

Legends Advocates 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 or privately held company that is the subject of the Services. Legends Advocates and its affiliates’ officers, associated persons, or members of their families, may at any time make purchases or sales of securities including those found within the Content or shared in the provision of Services. Legends Advocates has no assets under management.  Legends Advocates is not registered as an investment adviser or broker-dealer with the U.S. federal Securities and Exchange Commission or any state securities regulator.

Content is Provided for Informational Purposes Only

Content is provided for your review and analysis.  Any opinion expressed by Legends Advocates is intended neither as a solicitation or recommendation to purchase or sell any securities nor an attempt to provide any other investment-related services. We encourage and recommend you obtain independent financial, investment, legal, tax advice, or any other advice of any kind from relevant and experienced service providers before acting on information made available in the Content or through the Services. Legends Advocates does not provide any financial, investment, legal, tax, or other professional advice.  Content contains forward looking predictions that are subject to a wide variety of risks and uncertainties which could cause actual results to differ materially from those currently anticipated or projected. Opportunities discussed in the Content are not suitable for all investors due to different needs, objectives, and financial resources. Investors should consider all relevant factors whenever making an investment decision. Information obtained from independent sources other than Legends Advocates is furnished for informational purposes only.  Legends Advocates has not prepared such third party sources or approved their contents. The information contained in the Content was obtained from third party sources believed to be reliable; however, Legends Advocates does not guarantee accuracy, completeness, relevance, or reliability of information provided by third parties.

Warranty Disclaimers

Services are provided “AS IS” and “AS MADE AVAILABLE” without any warranty of any kind. To the fullest extent permissible pursuant to applicable law, Legends Advocates, its affiliates, and any person associated with Legends Advocates and its affiliates disclaims all warranties of any kind, either express or implied, statutory or otherwise, including any implied warranties of merchantability, title, fitness for a particular purpose, or non-infringement. Legends Advocates, its affiliates, nor any person associated with Legends Advocates or its affiliates do not warrant or make any representations:

  • access to the Services will be uninterrupted or error-free;
  • defects, if any, will be corrected;
  • concerning the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality, or suitability of the Services;
  • the Platform is free of viruses or other harmful components;
  • files will be available for downloading and that they will be free from viruses or other destructive attacks; and
  • the Platform or any Services or items obtained through the Platform will meet your needs or expectations.

You understand and agree your use of the Services is at your sole risk.  You are solely responsible for your network and all other computer or physical security.  You are solely and fully responsible for any damage to your computer system, your loss of data, or any improper use or improper disclosure of information by or caused by You, your affiliates, or persons with whom you shared Confidential Information.  Legends Advocates does not and cannot assume any responsibility for any loss, damages, or liabilities resulting from or related to the failure of any telecommunications or network infrastructure, the internet, your or your affiliates’ failure to employ adequate physical or network security systems, physical or network attacks made against You or your affiliates or your misuse of any of advice, ideas, information, instructions, or guidelines accessed or obtained through the Services.

Waiver of Potential Conflicts of Interest

You understand and agree that (1) Legends Advocates and the individuals and entities that indirectly or directly own and/or control or are employed by Legends Advocates, or are under common ownership and/or control with Legends Advocates, may invest in transactions described in the Content and typically will own and/or control the special purpose vehicles described in the Content, and (2) the ownership and control relationships described in clause (1) of this sentence may create conflicts between your interests and those of Legends Advocates and/or the parties that own, control or are under common control with or employed by Legends Advocates. You agree to review and analyze all opportunities to invest related to Legends Advocates and take reasonable measures to make well-reasoned decisions including seeking independent financial, investment, legal, tax advice and/or any other advice of any kind from relevant and experienced service providers before investing. You understand and agree Legends Advocates and its affiliates

  • do not owe any fiduciary duty to you;
  • do not serve as your agent; will not execute any agreements on your behalf;
  • do not have an agency relationship with You; and
  • do not have any obligations to You other than those contained in these Terms or by operation of law.

Limitation of Liability

IN NO EVENT WILL ONY LEGENDS ADVOCATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE PLATFORM OR CONTENT, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE PLATFORM; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PLATFORM OR CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM OR CONTENT EVEN IF LEGENDS ADVOCATES HAS ONLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR CONTENT OR WITH THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING OR USING THE PLATFORM AND CONTENT AS RELEVANT. IN ANY STATE THAT DOES NOT ALLOW FOR OR LIMITS THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, LEGEND ADVOCATES’ LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.

YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR IN THIS SECTION TO THE GREATEST EXTENT PERMITTED UNDER LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Legends Advocates, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your using or accessing the Platform; (b) your violation of any provision of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your using or accessing of the Platform or Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Platform or Content.

Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Platform infringe your copyright, you (or your agent) may send Legends Advocates a notice requesting that Legends Advocates remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Legends Advocates a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See https://www.copyright.gov/ for details. Notices and counter-notices should be sent to: ______________________

Legends Advocates suggests that you consult your legal advisor before filing a notice or counter-notice.

Interactions With Other Users

You are solely responsible for your interactions with other users of the Site (“Users”) both within the Platform and outside of the Platform. It is prohibited for Users to contact each other outside of the Platform for purposes related to the funding activities on the Platform. Consistent with this prohibition, Legends Advocates and its affiliates expressly disclaim any responsibility for interactions between Users outside of the Platform. We reserve the right, but have no obligation, to monitor interactions on the Platform between you and other Users, as well as any disputes between you and other Users.

Dispute Resolution

These Terms are to be construed in accordance with the laws of the State of Florida, except for the conflict-of-law and choice-of-law principles thereof. By using or accessing the Platform or Content, you agree to submit any and all disputes arising out of or relating to these Terms exclusively to the state or federal courts located in or with jurisdiction over causes of action arising in _______, Florida, or, at Legends Advocates’ sole election, to binding arbitration before a single arbitrator pursuant to the American Arbitration Association’s Commercial Dispute Resolution Procedures, with such arbitration to take place in _______, Florida.   If any provisions of these Terms are determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect.

Termination/Exclusion of Access or Use of Services

You understand and agree:

  • The Services may be modified, suspended, or terminated—in whole or in part—at any time in our sole discretion without prior notice to You;
  • Legends Advocates has the sole discretion to revoke, terminate, or suspend any privileges associated with accessing the Services for any reason or for no reason at all and to take any other action we deem appropriate; and Legends Advocates shall not be liable to you or any third party for any termination of your access to the Services for any reason or no reason at all.

User Account termination may result in the forfeiture and destruction of all information associated with your User Account. If you wish to terminate your User Account, you may do so by contacting Legends Advocates at __________________.  Any fees paid to Legends Advocates are non-refundable, unless otherwise specified and you shall remain obligated to pay all outstanding charges, if any, related to your use of the Platform or Services incurred prior to such termination.

Links to Third Party Sites

The Platform may permit You to link to other websites or resources on the Internet.  Likewise, other websites or resources may contain links to the Platform. When third party websites are accessed, You do so at your own risk. A link to a website by Legends Advocates is not an endorsement, authorization, or representation of our affiliation whatsoever. We do not exercise control over third party websites.  You acknowledge and understand Legends Advocates is not responsible or liable for the content, functionality, accuracy, legality, appropriateness, or any other aspect of third party websites or resources.  Third party websites may place their own cookies or other files on your computer, collect data, or solicit personal information from you. Third party websites presumably follow different rules regarding the use or disclosure of the personal information you submit to them; therefore, we encourage you to read the privacy policies or statements of the third party websites you visit. The terms of our Privacy Policy do not apply to third party websites.

Miscellaneous

The Terms constitute the sole agreement between you and Legends Advocates and supersedes any prior agreements, oral or written, related to accessing and using the Platform and Services.  The captions herein are inserted for convenience of reference only and shall be ignored in the construction or interpretation of the Terms.  The invalidity, illegality, or unenforceability of any provision of the Terms will not affect the validity, legality, or enforceability of the remaining provisions of the Terms, all of which will remain in full force and effect to the maximum extent allowed by law.

 

 

 

Questions:

  1. I assume no other contract is contemplated between a prospective investor and Legends other than the SPV that is being invested into.
  2. Will there be any “wallet account” or similar account? If so, I need to add relevant provisions.
  3. Will Legends be using any cookies or similar tracking software?

 

 

 

 

 

 

 

 

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