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
Change or Termination
Eligibility for Use of the Service
User Profile Registration
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.
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.
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.
The information provided herein shall not be deemed legal advice. You are strongly advised to consult with your own legal counsel.
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.
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: email@example.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.
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.
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.
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.
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.
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.
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.
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