janover.investments (the “Site”) is a website owned by Dalmore Group, LLC (“Dalmore” “us,” “our” or “we”). All offerings under Regulation Crowdfunding are conducted by Dalmore Group, LLC.
The services, features, content, or applications that may be offered from time to time by Dalmore in connection with the Site are collectively referred to as the “Services”.
You agree that your Account will be entirely “self-directed,” by which we mean you are solely responsible for all purchases, orders, investment decisions and instructions placed in or through your Account. Although the Site may provide data, information or content provided by other parties relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or as a recommendation to invest in any offering posted on the Site. Any decision by you to invest must be solely your own decision based on your due diligence and analysis of the risks involved in a particular offering. It is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and that you accept the risks associated with your decisions, including the risk of loss of the entire amount that you invest. You are strongly advised to consult a licensed professional for any legal, tax, insurance, or investment advice; the Site does not and cannot provide any of those types of professional services, advice or analysis.
The Site permits authorized users to invest online. Site users are expressly prohibited from: (a) using the Site, or any services and or tools on it, if they are not able to form legally binding contracts, are under the age of 18 or are temporarily, or indefinitely, suspended from using the Site, services or any tools provided by it; (b) collecting other users’ personal information; and (c) posting false, inaccurate, misleading, defamatory, or libelous content. Dalmore, in its sole discretion, may refuse to allow any person or entity to use the Site and may change its eligibility criteria at any time. We reserve the right to suspend or terminate your access to the Site at any time and for any reason including your misrepresentation of information or abuse of information. Use of this Site is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify Dalmore for violations of this Agreement (as set forth below).
The Site will display securities offerings being conducted under Regulation Crowdfunding under the Securities Act.
Anyone can invest in offerings under Regulation Crowdfunding. Because of the risks involved with this type of investing, however, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income. Accredited investors have no limit on how much they can invest.
Investment opportunities on the Site are intended only for investors who are able to bear the potential loss of the entire amount of their investment. All securities listed here are being offered by, and all information included on this site is the responsibility of, the applicable issuer of such securities. Dalmore has not taken any steps to verify the adequacy, accuracy or completeness of any information. Neither Dalmore nor any of its officers, directors, employees, agents, affiliates or representatives makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this Site. Investors are responsible for conducting, and may rely only upon, any legal, accounting or due diligence review they decide is appropriate. Investment products are not FDIC insured, may lose value, and are not guaranteed.
Federal securities law requires securities offered or sold in the US to be registered with the Securities and Exchange Commission, or be exempt from such registration. Offerings hosted on this Site may be done pursuant to a registration, or be done under an exemption from registration, such as Regulation Crowdfunding.
Risks of Investing in Securities Offered; Restrictions on Resale or Transfer of the Securities
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 private investments, including the risk of complete loss of your investment. Securities sold through the Site are not publicly traded and, therefore, are illiquid unless registered with the SEC. Securities will be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements 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.
The securities being offered have not been registered under the Securities Act in reliance, among other exemptions, on the exemptive provisions of the Securities Act. No governmental agency has reviewed the offerings 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 offering. Any representation to the contrary is a criminal offense.
Because these securities are subject to legal restrictions on transfer and resale, investors should not assume they will be able to resell their securities. You will be limited in your ability to resell your investment for the first year and may need to hold your investment for an indefinite period of time. Unlike investing in companies listed on a stock exchange where you can quickly and easily trade securities on a market, you may have to locate an interested buyer when you do seek to resell your crowdfunded investment.
Compensation to Dalmore
Dalmore is a SEC and FINRA registered broker-dealer and receives compensation calculated by reference to the purchase or sale of securities through the Site for services provided to offerings under Regulation Crowdfunding.
General Site Guidelines
You represent that all information that you provide to Dalmore or through the Site is accurate, compete and truthful. You acknowledge and agree that Dalmore and its agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification.
You are prohibited from posting or transmitting any material on or through the Site that is or could be offensive, fraudulent, unlawful, threatening, libelous or otherwise defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise would violate any law or regulation.
In using our Site you will not:
- disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms (“PCMs”), or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices;
- reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Site creates to generate web pages or any software or other products or processes accessible through the Site;
- except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Site, or use or launch any unauthorized script or other software;
- fabricate any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Site to send altered, deceptive or false source-identifying information;
- disguise the source of materials or other information you submit to the Site or use tools which anonymize your internet protocol address (g., anonymous proxy) to access the Site;
- interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Service, content or user content;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Site, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Site.
Please be aware that Dalmore will fully cooperate with any law enforcement authorities’ validly issued court orders and subpoenas requesting or directing Dalmore to disclose the identity of anyone posting any information or materials on the Site who is alleged to have engaged in violative conduct and assumes no obligation to give you prior notice of such disclosure.
Additionally, the following conduct in connection to the use of the Site is prohibited:
- Posting, uploading or transmitting any content that violates any privacy right, publicity right, patent, trademark, trade secret, copyright or other proprietary right, or contract right or other right of any party;
- Posting, uploading or transmitting any content or engaging in any conduct that is offensive, harmful, threatening, abusive, harassing, defamatory, libelous, or obscene or that is unlawful in any manner or that degrades, intimidates, promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual, including, without limitation, on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Posting, uploading or transmitting any content that is pornographic or that exploits people (adults or children) in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains a link to any of the foregoing types of content or to an adult website or in any way using the Site or the Services in connection with any adult entertainment or pornography business;
- Copying, reproducing, modifying (including, without limitation, altering, obscuring, deleting, etc. any copyright or other legally required notices, credits, logos, trademarks, etc.), creating derivative works from, or distributing in any manner or medium any content posted on the Site or through the Services in any manner that is in violation of the terms of applicable agreements;
- Interfering with any user’s right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;
- Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, “junk mail,” “chain letters,” unsolicited mass mailing, “spimming,” or “spamming”;
- Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Site or impair the proper functioning of the Site or the Services, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the Site or the Services; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Site or the Services;
- Accessing or attempting to access the Site or the Services using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Site or the Services;
- Using the communication systems provided by the Site for any solicitation or other commercial purposes, except as explicitly authorized by Dalmore, or Dalmore and the specific user, as applicable;
- Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Site regarding illegal activities with the intent to commit them;
- Making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, in connection with the purchase or sale of any security; and
- Engaging in any conduct that in Dalmore’s sole discretion restricts or inhibits any other user from enjoying the use of the Site or any of the Services.
Communication Channel Guidelines
Offerings under Regulation Crowdfunding are required to have online communication channels that are monitored by Dalmore. These communication channels are for the purpose of prospective investors engaging in dialog with each other and the issuer in any particular offering. Any individual who promoted an offering in exchange for compensation, or who is a founder or an employee of an issuer must disclose the fact that he or she is engaging in promotional activities on behalf of the issuer. Issuers are encouraged to participate in the communication channels so long as comments adhere to the following guidelines and do not violate the communication requirements as outlined in Regulation Crowdfunding. The following types of comments are not permitted and will be removed:
- Direct or indirect solicitation of or promotion with respect to securities offerings on other sites. Direct or indirect solicitation of or promotion with respect to securities offerings on other sites may be misleading, are not permitted and will be removed. This includes both direct solicitation or comments purporting to be genuine comments but that indirectly promote other offerings. Commenters who genuinely wish to compare offerings made on other sites should raise specific questions about the issuer’s business, prospects or valuation
- Comments from Users of the Site, or any services and or tools, if they are temporarily, or indefinitely, suspended from using the Site, services or any tools
- Comments which attempt to collect personal information about other Users.
- Duplicate comments
- Comments which are not compliant, and have been posted by the Issuer
- Comments which include direct email addresses and suggest communication outside of the platform.
No Representations or Warranties
To the extent permissible under law, Dalmore does not assume any liability or responsibility for any errors or omissions in the content of the Site. Dalmore does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. Dalmore shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. Dalmore is entitled to rely upon the information provided by its Users. You acknowledge and agree that Dalmore does not provide any representation, warranty or assurance that the offerings on the Site are made in accordance with state and/or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Issuer, and not the Site, is responsible for ensuring that any securities offering is done in accordance with state, Federal law and regulations promulgated by the SEC and FINRA. We make no representation or warranties regarding the legality or compliance of any offering. Dalmore has not reviewed all of the links provided on the Site and 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.
Digital Millennium Act 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 copyrights have been infringed upon on or through our Site, the copyright(s) owner(s) (“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 street address, telephone number and, if available, an electronic mail address;
- 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”), Dalmore’s Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below:
Designated Agent for Claimed Infringement:
Chief Compliance Officer
530 7th Avenue
New York, NY 10018
Email: [email protected]
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 Dalmore 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.
You also acknowledge that other countries have laws protecting copyright holders, and that you and other users of the Site, as well as Dalmore and its affiliates may have rights under those laws, including the right to obtain injunctive relief.
It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
Allegations that other intellectual property rights are being infringed or misappropriated on this Site should be sent to [email protected] Dalmore may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or infringement of other intellectual property rights.
Site and Customer Intellectual Property
You agree that Dalmore will send communications to you electronically via the email address provided by you on your Account. You agree to notify us of any changes in your address or contact details. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. 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 copy of this Agreement in any proceeding arising out of this Agreement.
You agree and represent that you have a suitable computer with an Internet Service Provider and 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 this equipment and these services.
Introduction to Electronic Funds Transfers
Dalmore Direct processes Electronic Funds Transfers (EFTs) as an efficient method to receive electronic deposits from investors, to purchase and redeem investments and to issue refunds to investors. EFTs are processed through the vehicles described below:
- The Automated Clearing House (ACH)
- The Fedwire
- Credit Card
Electronic Funds Transfers Agreement and Disclosure
This Electronic Funds Transfers Agreement and Disclosure (this Agreement) is the contract which covers you and our rights and responsibilities concerning the EFTs services offered to you by Dalmore Direct. In this Agreement, the words “you,” “your,” and “yours” mean an individual who signs up on the Dalmore Direct Online Platform (Platform) and utilizes the Platform to participate in offerings (and any authorized users). The words “we,” “us,” and “our” mean DALMORE GROUP, LLC. EFTs are electronically initiated transfers of money
from your bank account or credit card account, which you utilize the Platform to initiate, and which allow you to participate in the Dalmore Direct offerings. By using any Dalmore Direct service, you agree to the terms and conditions in this Agreement and any amendments for the EFTs services offered.
In order to use the payment functionality of Dalmore Direct, you authorize us to share your identity, bank account data and credit card account data with North Capital Private Securities (NCPS), a broker-dealer registered with the Securities and Exchange Commision and the Financial Industry Regulatory Authority, Inc., and with North Capital Investment Technology (NCIT) for the purpose of processing your EFTs, and you are responsible for the accuracy and completeness of that data. You understand that you will access and are responsible for managing your bank account data and credit card account data through the Platform. You also authorize us and NCPS and NCIT to process EFTs as you direct through Dalmore Direct. You acknowledge that none of NCPS, NCIT or we will be liable for any loss, expense or cost arising out of EFT services provided through your use of Dalmore Direct, which are based on your instruction; NCPS and NCIT are third party beneficiaries to this Agreement.
Change or Termination
Disclaimer of Liability
Your use of the Site is at your own risk. NEITHER DALMORE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES 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” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS 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, 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.
Dalmore assumes no responsibility for, and shall not be liable for, any damages to, or viruses, malware, spyware, bots or the like that may infect, your computer equipment or other property on account of your access to, use of, or browsing on the Site or your downloading of any materials, data, text, images, video, or audio from the Site.
Although Dalmore may from time to time monitor or review discussions, postings, transmissions, and the like on the SiteDalmore 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 or inaccuracy contained in any information within such locations on the Site. Dalmore reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
The Site is made available only to U.S. Persons as defined in Rule 902(k) of Regulation S under the Securities Act. If you choose to access information or offerings on this Site, it is your responsibility to comply with the applicable local, national or international laws. If you are a non-U.S. Person, any use of this Site is entirely at your own risk.
The securities offered through this Site can be sold only in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of applicable laws and regulations of your country and state of residence. THE CONTENT PROVIDED ON THIS SITE DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL SECURITIES REFERRED TO ON THIS SITE, BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR DISTRIBUTION WOULD BE UNLAWFUL OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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. 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. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. The securities described on this Site are not registered under the Securities Act.
In the event of any claim, controversy or alleged dispute between you and Dalmore or its affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 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 FINRA Dispute Resolution. Any proceedings will be held in New York, NY.
The decision(s) of the arbitrator(s) shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except on very limited legal grounds. The implementation of arbitration decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any appeal. Judgment upon the award rendered in an arbitration may be entered by any court having jurisdiction thereof. You agree that all disputes will be limited between you, individually, and Dalmore. 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.
Dalmore 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 Dalmore in the defense of any such claim, action, settlement or compromise negotiations, as requested by Dalmore.
The indemnification obligations set forth above shall survive your cessation of use of the Site.