You should read this Terms of Service Agreement (this “Agreement”) carefully before accessing or using the website located at www.passiveadvantage.com.com (including all subdomains and related content, and together with any version of Passive Advantage’s application, regardless of how and where it may be hosted or accessed, the “Site”).  By accessing or using the Site or any of the Services, you are agreeing to accept and be bound by this Agreement.  This Agreement constitutes a contract between you and Passive Advantage, in addition to any other written agreements between us.  This Agreement supersedes any prior Terms of Service relating to the Site.

This Agreement applies to all users of the Services, including investors who use the Services to make investments and manage their portfolios, and qualified issuers, managers, and investment managers who use the Site, including any of the Company’s related online software products or the Services, including Services used to make offerings available to investors, manage relationships with prospective investors, or otherwise facilitate investments by investors in investment opportunities (collectively, “Users,” each of which may be referred to in this Agreement as “you”). “Users” also include anyone else who accesses or uses the Site or the Services for any other reason.

By accessing, browsing or using the Services, including the Site, you acknowledge that you have read and understand, and agree to, this Agreement. We may update this Agreement at any time. Your continued use of the Services or the Site after any modifications to this Agreement constitutes your acceptance of the modified terms and conditions. If you do not accept this Agreement, you do not have permission to access, browse or use the Services or the Site, and your sole and exclusive remedy is to discontinue using them. As such, we strongly recommend that you periodically review this Agreement, which is available upon request or at https://passiveadvantage.com/terms-of-service/. The date of the last revision or update appears at the top of the Agreement under the title.

Your compliance with this Agreement is a condition of your right to access the Site and use the Services. Your breach of any provision of this Agreement will automatically, without the requirement of notice or of any other action, revoke and terminate your right to use the Services or access the Site and may also entitle us to recover damages from you.

Privacy Policy and Data Usage

For information on how Passive Advantage collects, uses, and discloses information obtained from its Users, please review our Privacy Policy, which is available at https://passiveadvantage.com/privacy. Your use of the Services indicates your consent to the data practices stated in our Privacy Policy.

Consistent with our Privacy Policy, you acknowledge and agree that we are entitled to include any data you provide to us about you or about your current and previous investments and other business activities in any aggregated information about the real estate investment market that we provide to the public, sell or otherwise transmit to third parties, including our affiliates, or otherwise use. Except in connection with a manager’s overview page and any opportunity listings on the Site, we will not specifically identify you as the source of any information that we sell or distribute, attribute any specific performance data to you, or include any personally identifiable information in that data.

You further acknowledge and agree that, other than User Content (as defined below), we are the sole and exclusive owners of, and can use, sell, and transmit in any way we elect, all information provided to us by investors and other Users of the Site, including investors introduced to the Site by you.

No Legal Advice, Investment Advice or Recommendations Provided; Securities Involve a High Degree of Risk

Passive Advantage is not a registered broker-dealer, funding portal, or investment advisor, and does not conduct any activity that would require professional licensing or regulatory registration. ALL USERS ARE REQUIRED TO CONSULT WITH COMPETENT LEGAL COUNSEL AND FINANCIAL ADVISORS BEFORE OFFERING OR SELLING ANY SECURITIES OR REAL ESTATE INVESTMENT OPPORTUNITIES.

Similarly, Passive Advantage does not (and cannot) offer any investment advice and it does not recommend or endorse any of the managers who use the Services or any of the investment opportunities posted on the Site, including any managers who may be referenced or advertised in any manner on the Site. By allowing managers to use its advisory services to create a syndication or a fund and to list open investment opportunities on their profile pages within the Site, and even by investing in a manager through an affiliated entity, Passive Advantage is not recommending investing in any one or more of those opportunities—it is allowing managers to provide the information solely to make accredited and otherwise qualified investors aware of potential opportunities.  ALL INVESTOR USERS MUST CONDUCT THEIR OWN DUE DILIGENCE AND SHOULD CONSULT WITH COMPETENT LEGAL AND FINANCIAL ADVISORS BEFORE INVESTING IN ANY OPPORTUNITIES OR WITH ANY MANAGERS THEY MAY FIND ON THE SITE.

None of the securities and real estate investment opportunities described on the Site have been registered under the Securities Act, and all are being advertised by their respective sponsor or manager in reliance on certain exemptions provided in of Section 4(2) of the Securities Act and Regulation D, Rule 506, and Regulation S, promulgated under the Securities Act. Securities and real estate investment opportunities sold through private placements, including those listed on the Site, are restricted and not publicly traded, and are therefore illiquid. All private investments, including those listed on the Site, involve risk and uncertainty, including lower than projected returns and a complete loss of invested capital. The investment opportunities identified on the Site are intended solely for experienced, qualified investors. Investors who cannot afford to lose their entire investment should not invest in private offerings like those listed on this Site.

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, and Passive Advantage is not registered with or subject to the supervision of any of those entities.

COMPANY AND OPPORTUNITY PAGES

Each manager User is ultimately responsible for the content of that manager’s company and opportunity pages and any other content posted on the Site. Passive Advantage, including its software division, however, retains all rights to edit or delete any content on the Site in its sole discretion. We will make no independent effort to confirm the information in a manager’s profile, including information available to Users on the Site or through any investor portal.

BY ALLOWING MANAGERS TO USE THE SITE (INCLUDING ANY USE OF THE SOFTWARE) TO PROVIDE INFORMATION ABOUT THEIR OPPORTUNITIES TO INVESTORS AND BY PROVIDING THE OTHER SERVICES PASSIVE ADVANTAGE PROVIDES THROUGH THE SITE, PASSIVE ADVANTAGE IS NOT ENDORSING OR RECOMMENDING ANY MANAGER OR ANY SPECIFIC OPPORTUNITY, AND PASSIVE ADVANTAGE EXPRESSLY DENIES AND DISCLAIMS ANY IMPLICATION TO THE CONTRARY.

All information included in a manager User’s company page is provided by the manager, and Passive Advantage makes no representation or warranty that information contained on the Site is accurate or complete.  Passive Advantage disclaims all other representations and warranties, express or implied. IT IS ENTIRELY POSSIBLE THAT A MANAGER HAS FAILED TO PROVIDE INFORMATION THAT MAY BE NEGATIVE, HARMFUL, OR OTHERWISE CONTRARY TO REPRESENTATIONS MADE ON THE SITE.

Investment opportunity pages on the Site contain summaries of the purpose and principal business terms of the investment opportunities that have been written and provided by the User listing that opportunity—not by Passive Advantage. Passive Advantage makes no attempt to confirm the information contained in those summaries, which are intended for informational purposes only and do not purport to be complete. Each summary is qualified in its entirety by reference to the more detailed discussions contained in the applicable investor offering documents that will be provided solely by the manager User posting that information. The information about open opportunities that is available on the Site does not take into consideration any specific 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.

IN ADDITION TO THE MORE GENERAL DISCLAIMERS CONTAINED ELSEWHERE IN THESE TERMS, PASSIVE ADVANTAGE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO THE PERFORMANCE OF ANY INVESTMENT OPPORTUNITIES DESCRIBED ON THE SITE. THE MANAGERS OFFERING INVESTMENT OPPORTUNITIES ON THE SITE ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE REPRESENTATIONS ON THE SITE ABOUT THE OPPORTUNITIES BEING PRESENTED. LISTING AN OPEN OPPORTUNITY ON THE SITE DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF THE MANAGER OFFERING THAT OPPORTUNITY OR OF THE OPPORTUNITY ITSELF. PASSIVE ADVANTAGE UNDERTAKES NO OBLIGATION TO UNDERWRITE, APPROVE, OR REVIEW ANY LISTED OPPORTUNITY OR ANY INFORMATION CONTAINED THEREIN. ALL INFORMATION ABOUT AN OPEN OPPORTUNITY THAT IS INCLUDED ON THE SITE IS PROVIDED BY THE MANAGER, AND THE MANAGER IS SOLELY AND EXCLUSIVELY LIABLE FOR ANY ERRORS OR OMMISSIONS IN THAT LISTING. PASSIVE ADVANTAGE SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES ABOUT ANY OF THE OPEN OPPORTUNITIES LISTED ON THE SITE OTHER THAN THE EXPRESS REPRESENTATIONS INCLUDED IN THESE TERMS OF SERVICE.

Passive Advantage may reject any request to list an open opportunity on the Site in its sole discretion.

Pricing and Payment

Current pricing for many of the Services is available on the Site.  Other pricing, including pricing for administration and advisory Services, is available from Passive Advantage upon request, and will be provided in the form of a written proposal.  By accessing and using the Site or the Services, you are agreeing to pay the fees for the Services selected, including all passthrough costs described in the online description of fees or in any proposal.  Except as otherwise agreed, all fees are subject to change without advance notice. We may also elect in the future to charge additional fees, including for services previously included without charge in the Services. Any changes to monthly pricing will become effective the first date of the calendar month immediately following the month in which the change is made. Your sole remedy for any pricing increases or other revisions to our pricing and billing practices will be to terminate the Services and your use of the Site.

All fees are fully earned and non-refundable when received by us. Termination of the Services for any reason by either of us does not give rise to any obligation by us to refund fees received prior to the date of termination. Administration services invoices are payable on receipt. If fees are not paid when due, then a 10% late fee will be charged and Passive Advantage will have the option, in its sole discretion, to disable software access and terminate all Services immediately without further notice or demand to User.

BY ENTERING INTO THIS AGREEMENT, INCLUDING THROUGH A CLICK-THROUGH AGREEMENT, BY ACCEPTANCE OF A WRITTEN PRICING PROPOSAL, OR BY YOUR CONTINUING USE OF THE SITE OR THE SERVICES, YOU ARE AUTHORIZING US TO CHARGE THE CREDIT CARD OR BANK ACCOUNT YOU PROVIDE TO US FOR BILLING PURPOSES ACCORDING TO THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THIS AUTHORIZATION WILL REMAIN IN EFFECT UNTIL THE SERVICES ARE TERMINATED OR ENDED, AND YOU AGREE TO NOTIFY US OF ANY CHANGES TO YOUR CREDIT CARD OR ACCOUNT INFORMATION AT LEAST 15 DAYS PRIOR TO YOUR NEXT BILLING DATE. BY PROVIDING CREDIT CARD OR BANK ACCOUNT INFORMATION, YOU CERTIFY THAT THE PERSON PROVIDING IT IS AN AUTHORIZED USER OF THE CARD OR ACCOUNT AND THAT YOU WILL NOT DISPUTE ANY PAYMENTS MADE CONSISTENT WITH THIS AGREEMENT WITH YOUR CREDIT CARD COMPANY.

Intellectual Property Rights and Ownership; Software License

Passive Advantage and its licensors retain sole and exclusive ownership of the Software and other intellectual property used to provide the Services and operate the Site, specifically including any versions of our investor portal. Without limitation, this intellectual property includes (i) all software, computer code, and similar intellectual property used to provide the Software and the Services, (ii) the visual interfaces, graphics, designs, systems, methods, information, “look and feel,” organization, and all other content used to provide the Services or available on the Site, other than User Content, and (iii) any documents or other materials provided to Users as the result of advisory or consulting Services (which, for purposes of this Agreement, are considered “Forms”).

Contingent on your compliance in full with your obligations under this Agreement and any other agreements you may have with Passive Advantage, including any agreement to pay for the Services, Passive Advantage grants you a limited, revocable license to access and use the Services, the Software, the Forms, and the Site for the limited purposes of researching, making and managing investments with authorized Users who are lawfully using the Services, creating, marketing and selling investment opportunities to and managing your relationships with investors who are authorized Users lawfully using the Services consistent with this Agreement, and any other use of the Services authorized by Passive Advantage.  Passive Advantage may revoke the licenses granted in this Agreement, in whole or in part, at any time and for any reason or for no reason.

To the extent you provide any material to be displayed using the Services, including any material displayed on or accessible through the Site (“User Content”) you retain ownership of that User Content, but grant Passive Advantage an unlimited license to use that User Content for the purpose of operating the Site and providing the Services. Without limitation, User Content may include text, graphics, charts, information, images, articles, reports, presentations and other material, as well as names, logos, trademarks and service marks. Nothing in this Agreement or any use of User Content consistent with this Agreement shall constitute a waiver of any trademark, copyright or other intellectual property rights by you or by us. Passive Advantage reserves the right to enforce its intellectual property rights to the full extent of the law.

Restrictions on Use

By accepting the terms of this Agreement through your use of the Site, the Services, or both, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Site or the Services.

The Services and the content of the Site, including all Software, Forms and other work product delivered to or accessed by a User, may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, reverse engineered, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of Passive Advantage in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Services or the Software; (ii) any derivative use of the Site, the Software, or the Services, or any portion thereof; (iii) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Site, the Software, or the Services; or (iv) including any portion of the Site, the Software, or the Services on any other website, on a server computer or in documents, including but not limited to “mirroring” the information or displaying the information by means of HTML frames or similar means. Any unauthorized use of the Site, the Software, or the Services is a violation of this Agreement and, if applicable, the Member Terms of Service Agreement, and may also violate copyright laws, trademark laws, intellectual property laws, the laws of privacy and publicity and communications regulations and statutes.

You warrant that when using the Site, the Software, the Services, or both, you will not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of the U.S. Securities and Exchange Commission or any other national or other securities exchange, and that your use of the Site, the Software, and the Services is done in full regulatory and legal compliance. Among other things, you represent and warrant that you hold all necessary licenses, permits, and other authorizations required to conduct your business as conducted through or using the Site, the Software, and the Services. You agree to use the Services, the Software, and the Site only for purposes that are legal, proper and in accordance with this Agreement and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended), any applicable state “Blue Sky” laws, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). We may refer any suspected fraudulent, abusive, or illegal activity to appropriate law enforcement authorities.

In addition to all other restrictions on your behavior contained in this Agreement, by using the Software or Services and accessing the Site, you are agreeing not engage in any of the following conduct:

• providing false or inaccurate information to us, including identity information or information about yourself, your track record, your offerings, or any investment products;
• engaging or attempting to engage in illegal or fraudulent activities, including any false or misleading statements or omissions concerning securities offerings and investment opportunities listed on the Site or using the Software;
• using the Services or the Site in any manner that could damage, disable, overburden, or impair the Services or the Site, or interfere with any other party’s use and enjoyment of the Services;
• attempting to gain unauthorized access to the Site, the Software, or the Services through hacking, password mining or any other means;
• creating User accounts by automated means or under false or fraudulent pretenses;
• transmitting any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
• defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as rights of privacy and publicity) of others;
• uploading, posting, emailing or transmitting, or otherwise making available through the Site, the Software, or the Services any inappropriate, defamatory, infringing, obscene, or unlawful content, including any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party and any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
• downloading any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner or was not intended for you;
• impersonating another person or entity, or falsifying or deleting any legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
• removing any copyright, trademark or other proprietary rights notices contained in or on the Site, the Software, or the Services;
• using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site, the Software, or the Services or collect information about Users for any unauthorized purpose;
• submitting content that falsely expresses or implies that such content is sponsored or endorsed by Passive Advantage, including any of its affiliates or related entities, or any third parties; or
• contacting any party or User other than as allowed through the Services.

Passive Advantage reserves the right to change, suspend, or discontinue all or any part of the Site, the Software, and the Services at any time without prior notice or liability, all with or without cause, and for any reason, including for engaging in any of these restricted activities. 

Third-Party Links

The Site, the Software, and the Services may include links to websites operated by third parties, including investment managers and other authorized Users of the Site who may or may not be affiliated with us. We do not endorse, have any responsibility for or make any representations about, any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third-party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of Passive Advantage and you agree that we shall not be responsible for any information or additional links found at such site or location, or for your use of such information.

Third-Party Terms of Service

Certain aspects of the Services and the Software are provided using software and other services provided by third-party vendors pursuant to licenses with us. By using the Services or the Software, or accessing the Site, you are agreeing to be bound by all applicable license agreement and terms of service or use governing those third-party products and services. Please contact us for more information about the vendors currently in use and links to their terms of service. 

Consent to Receive Electronic Communications

By accessing or using the Services, including the Site, you consent to receive all communications from us electronically and you confirm that you can access, receive and retain such communications, which may include communications, terms, disclosures, notices, and statements that we provide to you in connection with your use of the Services or activities on the Site. We will provide these electronic communications to you by posting them on the Site or emailing them to you at the email address associated with your use of the Services. All such communications will be considered received by you within 24 hours after the time we post it to our website or email it to you. You must keep all email addresses associated with your use of the Services updated in order to receive communications from us.

Investor Due Diligence

BY USING THE SERVICES, THE SOFTWARE, THE SITE, OR ANY COMBINATION THEREOF TO RESEARCH, MAKE, OR MANAGE INVESTMENTS IN PRIVATE SECURITIES ISSUED OR MANAGED BY OTHER USERS, YOU ACKNOWLEDGE AND AGREE THAT ALL SUCH INVESTMENTS ARE INHERENTLY RISKY, AND YOU ARE ASSUMING ALL RISKS ASSOCIATED WITH MAKING SUCH AN INVESTMENT.  YOU WILL CONDUCT YOUR OWN DUE DILIGENCE ON ALL OPPORTUNITIES IN WHICH YOU MAY BE INTERESTED.

BY USING THE SERVICES, THE SOFTWARE, OR THE SITE, YOU UNCONDITIONALLY AND FOREVER RELEASE PASSIVE ADVANTAGE AND ITS AFFILIATES AND THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS FROM ANY AND ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING THE SOFTWARE AND THE SITE, AND ANY INFORMATION PROVIDED BY OTHER USERS, EVEN IN THE EVENT OF OUTRIGHT FRAUD BY PARTIES OTHER THAN PASSIVE ADVANTAGE, WHETHER OR NOT IT COULD HAVE REASONABLY BEEN KNOWN OR FORESEEN AT THE TIME OF INCEPTION OR AT ANY TIME THEREAFTER.

Neither Passive Advantage nor any of its affiliates endorse or have any control over any User Content, including any securities or investment opportunities offered or sold by Users through the Site or the Services, and we expressly disclaim any and all liability in connection with any such User Content. We will not be responsible for the accuracy, usefulness, truthfulness, safety, validity, forthrightness, completeness, or intellectual property rights of or relating to such User Content. You use the Services, including the Site and the Software, solely at your own risk. You understand, acknowledge and agree that you are entirely responsible for the consequences of all your use of or reliance on the Service, any User Content, or the Site.

Disclaimers

You acknowledge and agree that any content and information you may access through the Services or through the Site or the Software has been provided by parties other than Passive Advantage and that nothing contained on the Site or accessed through the Software may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment, or of any investment manager, by Passive Advantage. Passive Advantage is not providing the Services, the Software, or the Site to provide investment or other advice and nothing therein should be deemed to be a recommendation that you buy, sell, or hold any security or other investment. You further acknowledge and agree that Passive Advantage does not provide any tax, legal, accounting or other professional advice in connection with the Services or with any investments you might offer or make. In using the Services and making any investment decisions, you must rely on your own examination of an investment, including the merits and risks involved, and consult with your own legal, financial, and other advisors prior to making any investment, or offering or selling any securities to other Users.

THE SERVICES, INCLUDING THE SITE, THE SOFTWARE, AND THE FORMS, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND, EXCEPT FOR THE EXPRESS, LIMITED REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT. BY USING THE SERVICES, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER PASSIVE ADVANTAGE, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS (OTHER THAN USERS PROVIDING USER CONTENT THAT INCLUDES EXPRESS REPRESENTATIONS), DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, LICENSORS OR THE LIKE (COLLECTIVELY “REPRESENTATIVES”) WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT FOR THE EXPRESS, LIMITED REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT, NEITHER PASSIVE ADVANTAGE NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND PASSIVE ADVANTAGE AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT, ALL TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, PASSIVE ADVANTAGE ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE. PASSIVE ADVANTAGE EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES COMPLY WITH SECURITIES OR OTHER LAWS.  BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS.

Indemnification

As a condition to your use of the Services, the Software, the Site, or any combination thereof, including the Forms, and given the pricing for which Passive Advantage makes the Services, the Software, and Site available to you, as well as the possibility of Passive Advantage becoming involved in litigation, including securities litigation, or incurring other losses as a result of your real estate investment activities, for reasons over which Passive Advantage has little or no control, you agree to indemnify and hold Passive Advantage, together with its affiliated or related companies and each of their respective managers, members, officers, employees, affiliates, advisors, attorneys, agents, assigns, and related individuals and entities (collectively, the “Indemnified Parties”) harmless from and against any and all losses, claims, liabilities, deficiencies, causes of action, costs, expenses, and damages, including attorney fees and other costs of defense (collectively, “Losses”) to the extent those Losses directly or indirectly arise out of or relate in any way to:  (a) the Services or your use of the Services, the Software, or the Site, (b) your use of any Forms or other documents created using any advisory services or otherwise provided to you by Passive Advantage, (c) your purchase or sale of any securities or participation in any investment opportunity identified or completed using the Services, the Software, or the Site, (d) your breach of this Agreement, and (e) any action (or inaction) you take or decision you make in reliance on or as facilitated by the Services.  These indemnity obligations do not apply to, and you will not be liable for, any Losses resulting from any fraudulent or willful acts or omissions of any Indemnified Party.

Limitations of Liability

BY USING THE SERVICES, THE SOFTWARE, THE SITE, OR ANY COMBINATION THEREOF IN ANY WAY, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SERVICES, THE SOFTWARE, AND THE SITE IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, THE SOFTWARE, THE SITE, OR ANY OF THEM; AND (iii) THAT IN NO EVENT SHALL PASSIVE ADVANTAGE OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EXCEPT FOR OTHER USERS MARKETING INVESTMENT OPPORTUNITIES) BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR USE OF THE SERVICES, THE SOFTWARE, THE SITE, OR ANY OF THEM, TO CREATE OFFERING DOCUMENTS, TO OFFER AND SELL SECURITIES TO INVESTORS, OR TO MANAGE YOUR RELATIONSHIPS WITH INVESTORS, (b) YOUR PURCHASE OR SALE OF ANY SECURITIES OR PARTICIPATION IN ANY INVESTMENT OPPORTUNITY USING THE SERVICES, (c) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE SOFTWARE, THE SERVICES OR THE SITE, INCLUDING ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE OR ACCESSIBLE THROUGH THE SOFTWARE, (d) ANY ERRORS OR OMISSIONS IN THE SERVICES, THE FORMS, OR ANY OTHER DOCUMENTS OR OTHER DELIVERABLES PROVIDED TO YOU BY PASSIVE ADVANTAGE (e) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SERVICES, THE SOFTWARE, OR THE SITE, AND (f) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE OR OTHER COMPUTER MALFUNCTION, IN EACH CASE INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND LOSS OF OR DAMAGE TO PROPERTY, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF PASSIVE ADVANTAGE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES.

Severability and Waiver

If any provision of this Agreement is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of Passive Advantage to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. 

Complete Agreement

This Agreement, our Privacy Policy, and any other written agreements you may have with Passive Advantage, including any agreements to pay for the Services and the terms included in any proposal for Services, constitute the entire agreement between you and Passive Advantage relating to the Services, the Software, and the Site, and, except to the extent expressly stated in these Terms of Service, supersede any prior agreements or understandings not incorporated herein. 

Termination of the Agreement

Passive Advantage reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and your access to all or any part of the Services, the Site, or both) at any time and for any reason without prior notice or liability. Upon any termination of this Agreement, you must promptly stop any use of the Services and the Site. If this Agreement is terminated, any provisions that need to survive termination of this Agreement in order to have their intended force and effect shall survive.

Governing Law and Venue

The Services, the Software, and the Site are made available to you from the State of Texas in the United States. They are not intended for use by non-U.S. persons. If you elect to access or use the Site, the Software, or the Services from outside of the United States, we make no warranties that materials on the Site or otherwise provided to you are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Services, the Software, or the Site to the extent you are restricted from doing so by any local, state, national or international laws. The laws of the State of Texas, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement).

By using the Services, the Software, the Site, or any of them, you expressly and irrevocably agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Harris County Texas for the purpose of resolving any dispute relating to your access to or use of the Site or the Services. Notwithstanding the foregoing, you expressly acknowledge and agree that Passive Advantage may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this requires you to submit any disputes related to the use of the Site or the Services to final and binding arbitration in the State of Texas.

Class Action and Arbitration

By using the Services, including the Site and the Software, you irrevocably agree that if any dispute should arise between you and us, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.

You irrevocably agree that Passive Advantage, at its sole discretion, may require you to submit any disputes arising from the use of the Services, the Software, the Site, or this Agreement, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of Texas and will take place in Houston, Texas.

Contact

Thank you for using the Services, including the Site and the Software. Please contact us at [email protected] if you have any questions about our Services, the Software, the Site, or this Agreement. Electronic mail or other communications through the Site to us (or any of our employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.

Passive Advantage is not registered with the SEC or any similar state agency, is not an investment advisor and does not offer investment advice. Passive Advantage does not (and cannot) recommend any of the investment managers or investment opportunities referenced on this site. All private investments involve risk and uncertainty, including lower than projected returns and a complete risk of loss of invested capital. Investors should conduct thorough due diligence and consult with qualified legal and financial advisors before making any investment decisions.