Last Modified: May 22, 2023.
These Terms of Service constitute a legally binding agreement made between you whether personally or on behalf of an entity, (“You”, “User”, “Company”) and Invext LLC and its affiliates (collectively "Invext, “We," “Us," or “Our”) governing your access to and use of the website provided by us, including any content, functionality and services offered on or through our website (the “Service”) made available to you on our website located at https://invext.capital (the "Site").
By accessing or using our services, or otherwise manifesting your assent to these Terms of Service (the "Agreement"), you signify that you have read, understood and agreed to this agreement and our collection, storage, use and disclosure of your personal information as described in this Privacy Policy. Additionally, by submitting your application to obtain an account with us ("Account"), you signify that you have read, understood, “and agreed to be bound by this agreement”, you also agree to receive all notices and other communications from us electronically. Invext reserves the right to make unilateral modifications to these terms and will provide notice of these changes by posting an updated version to our legal page.
Furthermore, “You” means the legal entity that is applying for or that has opened an account to use the services, and the individual applying for the account. If you are the individual applying for the account, you represent and warrant that you are an authorized representative of the company with the authority to bind the company to this agreement ("Administrator"), and that you agree to this agreement on the company's behalf.
Our service is intended for individuals aged 18 years and older. No one under the age of 18 may provide any information to us or use the service. If you are under the age of 18, do not use or provide any information on this service or on or through any of its features, make any purchases through the service, use any of the interactive or public comment features of this service or provide any information about yourself to us.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION, THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
We offer our services through a digital platform designed for creating investment vehicles, including Special Purpose Vehicles (“SPVs”), which are utilized for investments in private portfolio companies and funds, and for investing in the investment vehicles created. Our services also include providing administrative support throughout the lifecycle of an SPV. The services can be categorized into the following five types:
Our services provided to customers and users by Invext may involve the management and use of Investor Data and Personal Information, as outlined in our Privacy Policy and the section entitled “Investor Data Management”; issuance of contracts and amendments; the facilitation of secondaries; and the leveraging of Invext’s compliance application programming interface (“APIs”) to comply with tax, regulatory, SEC and any other applicable rules and regulations, such as DocuSign, Auth0, SendGrid, AWS and MongoDB Atlas
This is a contract between you and Invext. You must read and agree to these terms before using the services. If you do not agree, you may not use the services. You may only apply for an account, and use the applicable services under such an account, if you are a legal entity and can form a binding contract with Invext. You may only use the services in compliance with this agreement and all applicable local, state, national, and international laws, rules and regulations. Except with respect to access to our site, any use of or access to the services for consumer or non-commercial purposes by any individual who is not your employee, contractor, agent, or other individual permitted to use your account on your behalf ("User") is strictly prohibited and in violation of this agreement.
Your account gives you access to certain services, the investment account and investment opportunities provided by one of the parties offering an SPV through our platform (“Customer”), and any other functionality that we may establish and maintain from time to time and at our sole discretion. You will need to provide company information and certain personal information (collectively, "Company Information"), when you apply for an account. company information may include your registered business name and Jurisdiction of incorporation, the business address, ownership details, the nature of the business, and other business information we may request from time to time; the name, contact information, and date of birth of Administrators, users or beneficial owners, and other personal information; and a corporate registration certificate, proof of address, personal identification, and any other documentary information used to verify business and personal information.
We provide company information to our third-party service providers to determine your eligibility for access to certain services. We rely on the accuracy of the company information you provide us when opening and maintaining your account. We may deny your applications, suspend provision of such services to you, or close your account if company information is out of date, incomplete, or inaccurate.
You must specify at least one administrator to manage your account when submitting your Application. Administrators can add, remove, or manage additional administrators and users; Apply for investments; view transactions and reports; provide or update company information and perform other tasks to manage your account. You are responsible for any actions or failure to act on the part of administrators or users, or those using their credentials to access your account. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use "strong" passwords with your account. You must notify Invext immediately of any breach of security or unauthorized use of your account. Invext will not be liable for any losses caused by any unauthorized use of your account. We may suspend access to your account if we believe that your account has been compromised.
You agree that you will not use the service: (a) in any way that violates any applicable law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries); (b) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (c) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in these Terms; (d) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; (e) to impersonate or attempt to impersonate the company, a company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); (f) use the service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the service, including their ability to engage in real time activities through the service; (g) interfere with or attempt to interrupt the proper operation of the services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Mercury IP, data, files, or passwords related to the services through hacking, password or data mining, or any other means; (h) decompile, reverse engineer, or disassemble any software or other products or processes accessible through the services; (i) circumvent, remove, alter, deactivate, degrade, or thwart any of the Content protections in the services; (j) use any robot, spider, scraper, or other automated means to access the services for any purpose without our express, written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the services for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and (k) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
Subject to the terms and conditions of this agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sub licensable license, freely revocable license to use the services as permitted by the features of the services. All rights not expressly granted to you in these Terms are reserved and retained by us. No service, nor any part of any service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. Invext may terminate this license at any time for any reason or no reason. The services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and user Content belonging to other users (the "Invext IP"), and all Intellectual Property Rights related thereto, are the exclusive property of Invext. Except as explicitly provided herein, nothing in this agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Invext IP. Use of the Invext IP for any purpose not expressly permitted by this agreement is strictly prohibited.
You may choose to, or we may invite you to, submit comments or ideas about the services, including without limitation about how to improve the services or our products ("Feedback"). By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Invext under any fiduciary or other obligation, and that we are free to use your feedback without any additional compensation to you, or to disclose your feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Invext does not waive any rights to use similar or related ideas previously known to Invext, or developed by its employees, or obtained from sources other than you.
For the purposes of this agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
By using the services, you grant Invext a non-exclusive, royalty-free, license during the Term to collect, use, disclose, combine, transmit, format, and display company information, personal information, and any other information submitted by the company through the services (collectively, "User Content"), for the purposes provided in the Privacy Policy. Additionally you grant Invext the right to aggregate data we collect from your use of the services ("Site Data") and use such site data for our business purposes. You also acknowledge and agree that by using the services, user content and site data may be collected, used, transferred to, and processed in the United States or other countries where our servers or service providers are located. These countries may have different data protection laws than your own. By using the services, you consent to the transfer of your data to these countries and the processing of your data in accordance with the applicable laws and our Privacy Policy. Invext uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your company Information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use user content for improper purposes. You acknowledge that you provide user content at your own risk. Your use of the services is subject to the privacy policies of our service providers.
The services may contain links to third-party materials that are not owned or controlled by Invext. Invext does not endorse or assume any responsibility for any such third-party services, information, materials, products, or services. If you access a third-party website, application or service from the services, you do so at your own risk, and you understand that this agreement and Invext’s Privacy Policy do not apply to your use of such third-party services. You expressly relieve Invext from any and all liability arising from your use of any third-party websites, applications, services, or content. Additionally, your dealings with or participation in promotions of advertisers found on the services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Invext shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
You hereby represent, warrant, and covenant that:
You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your user content and any other works that you incorporate into your user content, and all the rights necessary to grant the licenses and permissions you grant hereunder; and
Use of user content in the manners contemplated in this agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party.
You agree to defend, indemnify and hold harmless Invext and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the services, including any data or content transmitted or received by you; (b) your violation of any term of this agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the services with your unique username, password or other appropriate security code.
You understand that We cannot and do not guarantee or warrant that files available for downloading from the internet or the service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER INVEXT NOR ANY PERSON ASSOCIATED WITH INVEXT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. ALL INFORMATION PROVIDED REGARDING SPV(S) ARE PROVIDED BY THE CUSTOMER AND ARE NOT REVIEWED BY THE COMPANY AND THE COMPANY IS NOT RESPONSIBLE FOR ANY SUCH CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER INVEXT NOR ANYONE ASSOCIATED WITH INVEXT REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
INVEXT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Nothing herein shall be construed to create an attorney-client relationship or any other relationship between you and us. You agree that our obligations pursuant to these Terms are of a solely administrative nature and that we do not owe you any duty of care. You further agree and understand that we are not a licensed investment adviser or exempt reporting adviser and do not provide investment advisory services. We do not provide any investment advice, tax advice, accounting advice, legal advice and/or legal services in connection with these Terms to you. You are advised to seek counsel of legal advisor, accountant or tax professional pertaining to any offering of units in a fund and any purchase of securities through the services.
You are aware that we have multiple customers and multiple SPVs (and funds) offered through the services. You understand that Invext or its affiliates may invest in such SPVs and funds. You acknowledge and agree that we will most likely have a conflict of interest in providing services to an SPV, a fund and other customers and expressly waives and disclaims any claims or causes of action you may have arising from or related to such conflicts or potential conflicts of interest. You acknowledge that our relationship with you under the terms of these Terms in no way precludes us from working with other investment platforms or groups, venture capital organizations and fund sponsors, private equity fund sponsors and/or investors.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INVEXT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL INVEXT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVEXT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL MERCURY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF INVEXT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
This agreement is effective when you start using our services and continues until terminated by either you or us, or in accordance with the Service Provider Agreements or as otherwise set forth in this agreement (the "Term"). You may terminate this agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this agreement. Unless otherwise provided in the applicable provision of Services Agreement between Invext and you, no refunds for fees or payments will be provided to you if you choose to terminate your subscription to the service or cancel your account. Following the termination or cancellation of your subscription to the service and to the extent permitted by law, We reserve the right to delete all data and information regarding the account and your activities. We may terminate this agreement, or suspend your account, by providing you notice.
This agreement is effective as of the Last Modified date stated at the top. We may change this agreement from time to time. Any such changes will be posted on the site. By accessing the services after we make any such changes to this agreement, you are deemed to have accepted such changes. Please refer back to this agreement on a regular basis.
You agree that: (i) the services shall be deemed solely based in California; and (ii) the services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You acknowledge that this agreement evidenced a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 9B, you agree that the federal or state courts located in San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable. The application of the United Nations Convention for the International Sale of Goods is expressly excluded.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM INVEXT. For any claim, dispute, or controversy with Invext (a "Claim"), you agree to first contact us at contact@invext.capital and attempt to resolve the dispute with us informally. In the unlikely event that Invext has not been able to resolve a dispute it has with you after sixty (60) days, such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA.
Each party will be responsible for paying any arbitration fees and administrative costs associated with the arbitration. The prevailing Party, as determined by the arbitrators, will be awarded its costs and reasonable attorneys' fees incurred in connection with the arbitration.
This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If the arbitration is conducted in person, it shall take place in a mutually agreed location or a location determined by the arbitrator, which may be in a country other than the United States or the country where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Claim immediately after commencement of the arbitration. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. The company and Invext, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
You agree that any arbitration or proceeding shall be limited to the Claims between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Claim to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Claim to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
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