Terms of Use

Avonto, LLC (“avonto” “us,” “our” or “we”), is a technology platform (“Platform” or “Site”) that permits prospective investors to independently search and invest in investment opportunities (an “Investment Opportunity”) on the Site. By accessing the Site or using the services, tools, applications and software provided through or in connection with the Site, including through a mobile device (the “Service”) in any manner, you become an avonto user (“User”). YOU ACKNOWLEDGE THAT AVONTO IS NOT A REGISTERED BROKER-DEALER OR FINANCIAL ADVISOR. YOU FURTHER ACKNOWLEDGE AVONTO DOES NOT PROVIDE INVESTMENT ADVICE OR MAKE RECOMMENDATIONS AND, FURTHER, AVONTO DOES NOT PROVIDE LEGAL, TAX, ESTATE PLANNING OR ACCOUNTING ADVISE OR SECURITY RECOMMENDATIONS.

Acceptance of Terms

The Service is offered subject to acceptance of all of the terms contained in these Terms of Use, including the Privacy Policy and all other operating rules, policies, and procedures that may be published on the Site by avonto, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you or liability for such change. Users are advised to periodically review the Site for any changes and contact avonto or your legal advisor with any questions. If there is a conflict between two versions of the Terms of Use to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise. Any investment payments are subject to the terms contained in the banking escrow agreements, and are subject to the terms contained in the terms of use on the bank site, which are incorporated into these Terms of Use by this reference.

During the course of your use of the Site, you may choose to agree to be bound by certain other agreements. We refer to all of these other agreements as the “Platform Agreements.” The Platform Agreements are incorporated into these Terms of Use by this reference. These Terms of Use and Privacy Policy will continue to apply to you even after you have agreed to a Platform Agreement; however, if it turns out that there is a conflict between the Terms of Use and Privacy Policy and a Platform Agreement to which you have agreed, the Platform Agreement will take precedence.

Change or Termination

We reserve the right, at our sole discretion and without prior notice, to modify or replace these Terms of Use, change the Site, stop providing the Site, applications or Service, or create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason. We may permanently or temporarily terminate or suspend your access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. You are solely responsible for checking the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Upon termination of these Terms of Use or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and avonto does not undertake any obligation or responsibility to update or amend any such information. You agree that avonto and its affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Eligibility for Use of the Service

The Service is only available to individuals who are at least eighteen (18) years old. You represent and warrant that if you are an individual, you are at least eighteen (18) years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete. If you are accessing the Site and/or using the Service on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms of Use.

User Profile Registration

You may access the Site generally and/or browse generally without registering with the Site. In order to access certain features of the Site, including viewing Investment Opportunities, you must register to create a user profile (“Profile”) and meet certain criteria. You must complete the registration process by providing us with current, complete and accurate information. By creating a Profile, you acknowledge and agree that you are doing so out of a genuine interest in participating in an Investment Opportunity and that you are not intentionally creating a Profile to be used for deceptive purposes. You are solely responsible for updating any and all pertinent registration information included in your Profile. If you create a Profile with false, inaccurate, misleading or incomplete information, or you fail to update such information, this shall constitute a breach of the Terms of Use, which may result in immediate termination of your Profile. You will also choose a password and a user name. Avonto reserves the right in its sole discretion to refuse registration of or cancel a user name. You are solely responsible for maintaining the confidentiality of your password and Profile. You agree to notify Avonto immediately in writing of any unauthorized use of your Profile or any other breach of security. You will not share your password, let anyone else access your Profile, or do anything else that might jeopardize the security of your Profile. You will not transfer your Profile to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to avonto and other Users by any use of your Profile, either authorized or unauthorized.

You agree that your Profile will be self-directed and that you are solely responsible for all investments and/or investment decisions and instructions placed in your Profile. Although the Site may provide data, information or content relating to opportunities to buy securities, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any Investment Opportunity posted on the Site. Any decision to invest or contribute shall be based solely on your own consideration and analysis of the risks involving a particular Investment Opportunity and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment, contribution or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Service does not create such a relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the Investment Opportunities posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations.

Investor Requirements:

By registering with the Platform for purposes of subscribing to Investment Opportunities as a Purchaser as set forth under Title III of the JOBS Act you represent and warrant that amounts you invest in all Title III offerings over the course of a 12-month period will not exceed the following:

  • If either of your annual income or net worth is less than $107,000, then your investment limit is the greater of:
    • $2,200 or
    • 5 percent of the lesser of your annual income or net worth.
  • If both annual income and net worth are equal to or more than $107,000, then your limit is 10 percent of the lesser of their annual income or net worth.
  • During the 12-month period, the aggregate amount of securities sold to you as an investor through all Regulation Crowdfunding offerings may not exceed $107,000, regardless of the investor’s annual income or net worth.

    Spouses can calculate their net worth and annual income jointly.

FOR PURPOSES OF SUBSCRIBING TO INVESTMENT OPPORTUNITIES ON THE SITE, YOU MUST MEET THE ABOVE CRITERIA. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTIONS. You agree that, should any material changes occur that might affect your status a Purchaser, you shall immediately provide avonto with notice in writing.

Investment Opportunities

Title III of the JOBS Act added Securities Act Section 4(a)(6) that provides an exemption from registration for certain crowdfunding transactions. A company issuing securities in reliance on Regulation Crowdfunding (an “issuer”) is permitted to raise a maximum aggregate amount of $1,070,000 in a 12-month period.

For all offerings, an escrow agent pending completion or termination of an offering holds subscription funds.  The use of escrow services is subject to those providers’ terms of use and privacy policy. Investment overviews on the Site contain summaries of the purpose and principal terms of the investment opportunities.  Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity, including the Form C filed with the SEC.  The information contained on the Site and in the offering materials have been prepared by the respective Issuer without reference to any particular User’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment. Avonto shall have the right but not the obligation to remove, cancel or reject the posting of any securities offerings. Failure to remove, cancel or reject securities offerings suspected of violating the securities laws does not constitute an endorsement or approval of said securities offerings by avonto. The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel. Users understand, acknowledge and agree that avonto and other parties are relying on Users’ statements made on the Site and that any willfully false statement made by a User is sufficient cause for suspension or termination of such User’s Profile, rejection of eligible investor status, along with other legal causes of action.

The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.

Securities Products

The securities offered on the Site are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with Investment Opportunities, including the risk of complete loss of your investment. Securities sold through the Site are not publicly traded and, therefore, may be illiquid. Securities on this Site will be subject to restrictions on resale or transfer including holding period requirements. Investing in Investment Opportunities offered on the Site requires high-risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

Users must read the offering materials and transaction documents for each of the Investment Opportunities posted to the Site for more information and discuss any questions with the issuer prior to investing. No assurance can be given that any Investment Opportunity currently qualifies or will continue to qualify under exempted provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the Investment Opportunities posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any Investment Opportunity. The exemptions relied upon for such Investment Opportunities are significantly dependent upon the accuracy of the representations of the Users to be made to the Site in connection with an Investment Opportunity. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.

Avonto receives no commission or transaction-based compensation in connection with the purchase or sale of securities through the Site but may receive fees for services. Avonto is not a registered broker-dealer, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through Investment Opportunities. Avonto does not recommend or otherwise suggest that any investor make an investment in a particular Investment Opportunity.

User Conduct Guidelines

You represent and warrant that all information that you provide to avonto through the Site is accurate, complete and truthful. Avonto and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Profile if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

The Site permits Users to subscribe for Investment Opportunities posted to the Site. However, you are expressly prohibited from doing the following acts: (a) using the Site or the Service if you are temporarily, or indefinitely, suspended from using the Site, or the Service; (b) collecting personal information about other Users; (c) interfering with other Users’ Profiles; (d) interfering with the Investment Opportunities posted to the Site; (e) manipulating the Site for deceptive purposes by providing false, inaccurate, misleading or incomplete Profile information, or misrepresenting your interest in an Investment Opportunity; (f) using automated means to manipulate the Site for deceptive purposes or to attempt to exceed the authorization and access granted to you under these Terms of Use; or (g) posting false, inaccurate, misleading, defamatory, or libelous content on the Site. Avonto grants you a limited, revocable, non-exclusive, non-transferrable license to view, copy and print content on the Site for personal, non-commercial purposes. Avonto grants the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.

You are prohibited from posting or transmitting any material on or through the Site that, in avonto’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Avonto will fully cooperate with any law enforcement authorities or court order requesting or directing avonto to disclose the identity of anyone posting any such information or materials on the Site.

Digital Millennium Copyright Notice

We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright(s) owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:

  • A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
  • Identification of the copyrights(s) claimed to have been infringed;
  • Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
  • Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
  • A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
  • A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) ("DMCA"), avonto’s Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.

Designated Agent for Claimed Infringement: Mark Meglic
Postal Address: 2435 E. North Street, Ste. 1108-178, Greenville, SC 29615
E-mail address: mark@avonto.com

You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.

Please note that this procedure is exclusively for notifying avonto and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Fig may, in its sole discretion, suspend or terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.

Intellectual Property

All content and images on the Site are either the property of, or used with permission by avonto. The use of the content or images by you or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. By providing content on the Site, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses the Site. No compensation will be paid with respect to our use such content. Avonto neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned or affiliated with avonto.

The trademarks, logo and slogans displayed on the Site, including the mark avonto, (collectively the “Trademarks”) are owned by avonto and others. Nothing on this Site should be construed as granting any license or right to use the Trademarks without written permission of avonto or such third-party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited. You are advised that avonto will aggressively enforce its intellectual property rights to the fullest extent of the law.

Communications

You agree that avonto may send communications to you via your email address provided by you on your Profile. You agree to notify us of any changes in your email address or contact details. Communications shall be deemed delivered to you when sent and not when received.

You agree that any information that you transmit to the Site or avonto in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by avonto or its affiliates for any purpose. Avonto is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site of the avonto for any purpose.

No Representations or Warranties

To the maximum extent permissible under law, avonto assumes no liability or responsibility for any errors or omissions in the content of the Site. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. Avonto is entitled to rely upon the information provided by its Users. Avonto is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is solely done at your own risk.

Disclaimer of Liability

Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall avonto, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

Avonto assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site.

Although avonto may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, avonto is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. Avonto reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.

Third-Party Sites

The Site may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. Other than links or the inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by avonto of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall avonto be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that avonto shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any Third-Party Site or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.

Your access and use of the Third-Party Sites are governed by the terms of use and privacy policies of these Third-Party Sites. We strongly encourage you to carefully review the terms of use and privacy policies of any Third Party Services from which you access through our Site.

U.S. Jurisdiction

If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Avonto makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the content on the Site is prohibited. Investment Opportunities are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you.

The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation to sell securities referred to on this Site (i) by anyone in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of and to observe all the applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. Subscriptions to invest in any Investment Opportunity referred to on this Site must only be made on the basis of the Investment Opportunity document relating to the specific investment.

Governing Law

These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of Wyoming applicable to contracts deemed to be made within such state, without regard to choose of law or conflict of law provisions thereof. In the event, any person or entity makes a claim or files a complaint initiating an action based on a dispute arising out of use of this Site or information posted to this Site, it shall be subject to the exclusive jurisdiction and venue of the state and/or federal courts located in Cheyenne, Wyoming, United States, and each of the parties hereby agrees to the personal and exclusive jurisdiction and venue of such courts. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Dispute Resolution

In the event of any claim, controversy or alleged dispute between you and avonto or its affiliates, or any of their respective successors and assigns, and any of their respective directors, officers, employees, agents, representatives, licensors, advertisers, suppliers, operational service providers or affiliates, (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.

In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Any court having jurisdiction may enter judgment upon the award rendered in such arbitration. You agree that all Disputes will be limited between you, individually, and avonto. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Notwithstanding the foregoing, you agree that the following matters shall not, at the election of avonto, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning avonto’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Greenville, South Carolina, United States. A court of competent jurisdiction within the Cheyenne, Wyoming, United States, shall decide any Dispute not subject to arbitration. Each party hereby waives any claim that such venue is improper or inconvenient.

Indemnification

You agree to indemnify, defend and hold avonto and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of these Terms of Use by you or arising from your use of the Site.

Avonto reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with avonto in the defense of any such claim, action, settlement or compromise negotiations, as requested by avonto.

Notification Procedures

We may provide notifications, including those regarding modifications to these Terms of Use, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our Site, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to visitors. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provided to us.

Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When a potential investor registers on the Platform, we obtain his, her or its consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.

Your use of electronic signatures to sign documents on the Site, including, without limitation, subscription agreements for Investment Opportunities and related offering documents, legally binds you in the same manner as if you had manually signed such documents. No certification authority or third party verification is necessary to validate any electronic signature and the lack of such certification or verification will not in any away affect the enforceability of such signatures or documents. The use of electronic versions of such documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copies of these documents or Terms of Use in any proceeding arising out of these documents or Terms of Use.

Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Avonto shall have a reasonable period to effect such a change and avonto may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

Integration and Severability

The failure of avonto to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of avonto. These Terms of Use, including the Platform Agreements and other referenced materials, are the entire agreement between you and avonto with respect to the Service, and supersede all prior or contemporaneous communication and proposals (whether oral, written or electronic) between you and avonto with respect to the Service and govern the future relationship. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect and enforceable.

Miscellaneous

Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. Avonto shall have the right to assign its rights or delegate any of its responsibilities under these Terms of Use to an affiliate or in connection with a merger, consolidation or reorganization of avonto for the sale of substantially all of its assets. In the event that any provision of these Terms of Use, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of these Terms of Use will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of these Terms of Use with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

These Terms of Use were last updated on May 9, 2017.