Redwood Real Estate Administration, LLC and its affiliated entities (collectively, “Redwood,” “we,” or “us”) make certain software tools, technology and related services (collectively, the “Services”) available to users (each a “User” and referred to in this Terms of Service Agreement (this “Agreement”) as “you”), including investors who use the Services to make and manage their investments, and issuers and managers who use the Services to subscribe investors and manage their on-going relationships with those investors. “Users” also include anyone else who is authorized to access or use the Services for any other reason. The Services include, but are not limited to, providing access to Redwood’s proprietary investor management software solutions marketed and sold under the trade name “Marko,” and accessed by authorized Users through secure.getmarko.com (the “Site”), either directly or through other sites hosted by us but white labeled in the name of an issuer or manager. By using the Site or any of the Services, you agree to be bound by this Agreement, which constitutes a contract between you and Redwood. This Agreement supersedes any prior Terms of Service relating to the Services or the Site, including any prior Terms of Service relating to Fiducia Labs, LLC, or Marko Technologies Inc. or to those entities’ marketing or support of Marko.
By accessing, browsing and/or using the Services, including the Site, you acknowledge that you have read and understand, and agree to, this Agreement. We may update this Agreement at any time. Your continued use of the Services or the Site after any such modifications constitutes your acceptance of the modified terms and conditions. If you do not accept this Agreement, you do not have permission to access, browse or use the Services or the Site, and your sole and exclusive remedy is to discontinue using them. As such, we strongly recommend that you periodically review this Agreement, which is available upon request or at secure.getmarko.com/legal/terms-of-service. The date of the last revision or update appears at the top of the Agreement under the title.
Your compliance with this Agreement is a condition of your right to access the Site and use the Services. Your breach of any provision of this Agreement will automatically, without the requirement of notice or of any other action, revoke and terminate your right to use the Services or access the Site, and may also entitle us to recover damages from you.
2. Intellectual Property Rights and Ownership.
Redwood and its licensors retain sole and exclusive ownership of the software and other intellectual property used to provide the Services and operate the Site. Without limitation, this intellectual property includes (i) all software, computer code, and similar intellectual property used to provide the Services and (ii) the visual interfaces, graphics, designs, systems, methods, information, “look and feel,” organization, and all other content used to provide the Services or available on the Site, other than User Content (defined below). Contingent on your compliance in full with your obligations under this Agreement and any other agreements you may have with Redwood, including any agreement to pay for the Services, Redwood grants you a limited, revocable license to access and use the Services and the Site for the limited purposes of (a) making and managing investments with authorized Users who are lawfully using the Services, (b) selling investment opportunities to and managing your relationships with investors who are authorized Users lawfully using the Services, and (c) any other use of the Services authorized by Redwood in writing. Redwood may revoke this license, in whole or in part, at any time and for any reason or for no reason. If we create a white-labeled tenancy for you as part of the Services, you will own the domain for that site, and we will provide an SSL Certificate for that domain during the term of this Agreement. If this Agreement is terminated for any reason, you will continue to own the domain but will need to provide alternative content and a security certificate for the domain. To the extent you provide any material to be displayed using the Services, including any material displayed on and/or accessible through the Site (“User Content”), including through your use of any white-labeled tenancy of the Site, you retain ownership of that User Content, but grant Redwood an unlimited license to use that User Content for the purpose of operating the Site and providing the Services. Without limitation, User Content may include text, graphics, charts, information, images, articles, reports, presentations and other material, as well as names, logos, trademarks and service marks. Nothing in this Agreement shall constitute a waiver of any trademark, copyright or other intellectual property rights by you or by us. Redwood reserves the right to enforce its intellectual property rights to the full extent of the law.
3. Restrictions on Use.
By accepting the terms of this Agreement through your use of the Site and the Services, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Site or the Services.
The Services and the content of the Site may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, reverse engineered, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of Redwood in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Services; (ii) any derivative use of the Site or of the Services, or any portion thereof; (iii) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Site or the Services; or (iv) including any portion of the Site or Services on any other website, on a server computer or in documents, including but not limited to “mirroring” the information and/or displaying the information by means of HTML frames or similar means. Any unauthorized use of the Site or the Services is a violation of this Agreement, and may also violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
You warrant that when using the Site and the Services you will not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of the U.S. Securities and Exchange Commission or any other national or other securities exchange. You agree to use the Services only for purposes that are legal, proper and in accordance with this Agreement and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended), any applicable state “Blue Sky” laws, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). We may refer any suspected fraudulent, abusive, or illegal activity to appropriate law enforcement authorities.
In addition to all other restrictions on your behavior contained in this Agreement, by using the Services and accessing the Site, you are agreeing not engage in any of the following conduct:
providing false or inaccurate information to us, including identity information;
engaging or attempting to engage in illegal or fraudulent activities;
using the Services or the Site in any manner that could damage, disable, overburden, or impair the Services or the Site, or interfere with any other party’s use and enjoyment of the Services;
attempting to gain unauthorized access to the Site or the Services through hacking, password mining or any other means;
creating User accounts by automated means or under false or fraudulent pretenses;
transmitting any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as rights of privacy and publicity) of others;
uploading, posting, emailing or transmitting, or otherwise making available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content, including any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party and any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
downloading any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
impersonating another person or entity, or falsifying or deleting any legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
removing any copyright, trademark or other proprietary rights notices contained in or on the Services;
using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about Users for any unauthorized purpose;
submitting content that falsely expresses or implies that such content is sponsored or endorsed by Redwood, including any of its affiliates or related entities, or any third parties; or
contacting any party or User other than as allowed through the Services.
Redwood reserves the right to change, suspend, or discontinue all or any part of the Site and the Services at any time without prior notice or liability, all with or without cause, and for any reason, including for engaging in any of these restricted activities.
4. Third-Party Links.
The Services may include links to websites operated by third parties who may or may not be affiliated with us. We do not endorse, have any responsibility for or make any representations about, any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third-party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of Redwood and you agree that we shall not be responsible for any information or additional links found at such site or location, or for your use of such information.
5. Third-Party Terms of Service.
Certain aspects of the Services are provided using software and other services provided by third-party vendors pursuant to licenses with us. By using the Services or accessing the Site, you are agreeing to be bound by all applicable license agreement and terms of service or use governing those third-party products and services. Without limitation, you are agreeing to be bound by the following terms of service, as if you were agreeing to each of these agreements directly with the applicable third-party vendors, as it relates to the products and services provided by that vendor:
Auth0 Terms of Service, available at https://auth0.com/terms
Docusign Services Terms and Conditions, available at https://www.docusign.com/company/terms-and-conditions/web
Verify Investor Terms of Service, available at https://verifyinvestor.com/terms
SADA Systems, Inc.’s Google Maps Platform Customer Agreement, available at https://sadasystems.com/agreements/google-maps-platform-v2.pdf
6. Consent to receive electronic Communications.
By accessing or using the Services, including the Site, you consent to receive all communications from us electronically and you confirm that you can access, receive and retain such communications, which may include communications, terms, disclosures, notices, and statements that we provides to you in connection with your use of the Services or activities on the Site. We will provide these electronic communications to you by posting them on the Site or emailing them to you at the email address associated with your use of the Services. All such communications will be considered received by you within 24 hours after the time we post it to our website or email it to you. You must keep all email addresses associated with your use of the Services updated in order to receive communications from us.
7. Investor Due Diligence
By using the Services and the Site to manage your investments in private securities issued or managed by other Users, you acknowledge and agree that all such investments are inherently risky, and you are assuming all risks associated with making such an investment. You acknowledge that Redwood and its affiliated companies may conduct little to no due diligence relating to investments managed using the Services and the Site, and that any due diligence it may have performed might be flawed, dated, and/or inaccurate, or may for a variety of reasons be unrelated to any due diligence you may need to do to safely make such an investment for your purposes, and that you have no right to rely in any way on any actual or assumed due diligence conducted by Redwood or its affiliates. You will conduct your own due diligence on all deals you are interested in. By using the Services, you unconditionally and forever release Redwood and its affiliates and their respective agents, officers, directors, partners, representatives and third-party service providers from any and all liability associated with issuer disclosures, due diligence, and representations, even in the event of outright fraud, whether or not it could have reasonably been known or foreseen at the time of inception or at any time thereafter.
Neither Redwood nor any of its affiliates endorse or have any control over any User Content, including any securities offered or sold by third parties through the Site or the Services, and we expressly disclaim any and all liability in connection with any such User Content. We will not be responsible for the accuracy, usefulness, truthfulness, safety, validity, forthrightness, completeness, or intellectual property rights of or relating to such User Content. You use the Services, including the Site, solely at your own risk. You understand, acknowledge and agree that you are entirely responsible for the consequences of all your use of or reliance on the Service, any User Content, or the Site.
8.1 No Offer of Securities or Advice. You acknowledge and agree that any content and information you may access through the Services or through the Site has been provided by parties other than Redwood and that nothing contained on the Site may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment by Redwood. Redwood is not providing the Services or the Site to provide investment or other advice and nothing therein should be deemed to be a recommendation that you buy, sell, or hold any security or other investment. You further acknowledge and agree that Redwood does not provide any tax, legal, accounting or other professional advice. In making an investment decision, you must rely on your own examination of an investment, including the merits and risks involved. Redwood advises that you consult with your own advisors with respect to any matters involved with making an investment.
8.2 Disclaimer of Warranties. THE SERVICES, INCLUDING THE SITE, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. BY USING THE SERVICES, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER REDWOOD, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY “REPRESENTATIVES”) WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER REDWOOD NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND REDWOOD AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ALL TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, REDWOOD ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SITE. REDWOOD EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES COMPLY WITH SECURITIES OR OTHER LAWS, AND BY USING THE SERVICES YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS.
As a condition to your use of the Services, including the Site, you agree to indemnify, defend and hold harmless Redwood and all of its Representatives against any and all claims, liabilities, damages, costs or other expenses (including, without limitation, attorney fees) that may arise directly or indirectly out of or from (a) your purchase or sale of any securities using the Services or the Site, (b) your breach of this Agreement, and (c) any action (or inaction) you take or decision you make in reliance on or as facilitated by the Services.
10. Limitations of Liability.
BY USING THE SERVICES IN ANY WAY, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES; AND (iii) THAT IN NO EVENT SHALL REDWOOD OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR PURCHASE OR SALE OF ANY SECURITIES USING THE SERVICES, (b) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE SERVICES, INCLUDING ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE, (c) ANY ERRORS OR OMISSIONS IN THE SERVICES, (d) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SERVICES OR THE SITE, AND (e) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE OR OTHER COMPUTER MALFUNCTION, IN EACH CASE ((a) THROUGH (e)) INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF REDWOOD OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES.
11. Severability and Waiver.
If any provision of this Agreement is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of Redwood to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.
12. Termination of the Agreement.
Redwood reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and/or your access to all or any part of the Services) at any time and for any reason without prior notice or liability. Upon any termination of this Agreement you must promptly stop any use of the Services and this Site. If this Agreement is terminated, any provisions that need to survive termination of this Agreement in order to have their intended force and effect shall survive.
13. Governing Law and Venue.
The Services and the Site are made available to you from the State of Oregon in the United States. If you elect to access and/or use the Services from outside of the United States, we make no warranties that materials on this site are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Services if you are restricted by any local, state, national or international laws. The laws of the State of Oregon, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement). By using the Services, you expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in Portland, Oregon for the purpose of resolving any dispute relating to your access to or use of the Site. Notwithstanding the foregoing, you expressly acknowledge and agree that Redwood may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this may require you to submit any disputes related to the use of the Site to final and binding arbitration in the State of Oregon.
14. Class Action and Arbitration.
By using the Services, including the Site, you agree that if any dispute should arise between you and us, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.
You agree that Redwood, at its sole discretion, may require you to submit any disputes arising from the use of the Services, the Site, or this Agreement, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of Oregon and will take place in Portland, Oregon.
Thank you for using the Services, including the Site. Please contact us at firstname.lastname@example.org if you have any questions about our Services, the Site or this Agreement. Electronic mail or other communications through the Site to us (or any of our employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.