www.seriesOne.com (the “Site”)
is a website owned by seriesOne Holdings Inc., and is operated by its wholly-owned subsidiary,
seriesOne Crowd LLC (“seriesOne Crowd”) (collectively, “seriesOne,” “us,” “our” or “we”).
seriesOne Inc. is not a registered broker-dealer or registered investment adviser. We do
not provide financial advice or investment recommendations; any information or
representations made on the Site do not constitute investment advice.
seriesOne provides this Site to you (“you”, “your” or “user”) under the following terms and
By accessing or using our Site in any manner, including but not limited to visiting
and any other rules, policies or procedures that may be published by us from time
to time on the Site, each of which is incorporated by reference and each of which
may be updated by us from time to time without notice to you.
In order to access certain features of the Site or to post content on the Site you must
register to create an account (“Account”). This Site is intended solely for users who
are eighteen (18) years of age or older, and any registration by, use of or access to
the Site by anyone under 18 is unauthorized, unlicensed and in violation of these
18 or older and are of legal age to form a binding contract, and that all registration
information you submit is accurate and truthful. You must complete the registration
process by providing us with current, complete and accurate information. You will also
choose a password and a user name. You are entirely responsible for maintaining the
confidentiality of your password and account. You agree to notify SeriesOne immediately
of any unauthorized use of your Account or any other breach of security. You will not
share your password, let anyone else access your Account, or do anything else that
might jeopardize the security of your Account. You will not transfer your Account to
anyone without first getting our written permission. You agree that you shall be solely
responsible for any loss or consequences resulting from activities attributed to your
Account, either authorized or unauthorized. You agree that your Account will be
self-directed and that you are solely responsible for all purchases, orders, investment
decisions and instructions placed in 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 are commendation to invest
in any offering posted on the Site. Any decision to invest shall be based solely on
your own consideration and analysis of the risks involving a particular offering and
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 accept the risks
associated with such decisions, which include the risk of complete loss of your
investment. SeriesOne has no special relationship with or fiduciary duty to you and
your use of the Site or our services does not create any such relationship with us.
You agree and acknowledge that you are solely responsible for conducting legal,
accounting and other due diligence review on the companies posted on the Site. You
are strongly advised to consult a licensed professional for any legal, tax, insurance,
or investment advice as the Site does not provide any of the foregoing advice or analysis.
The Site permits authorized users to solicit, post offers, sell, advertise, bid and make
investment’s online subject to and in accordance with US Securities laws. Site users are
expressly prohibited from: (a) using the Site, or any services and or tools if you 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; (b) collecting
information about other users’ personal information; (c) maneuvering the price of any
item or interfere with other users’ listings; or (d) posting false, inaccurate, misleading,
defamatory, or libelous content. SeriesOne may, in its sole discretion, refuse to offer
the Service to any person or entity and 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 Service is
revoked in such jurisdictions. If you are using the Site on behalf of any entity,
you represent and warrant that you are authorized to accept this Agreement on such
entity’s behalf, and that such entity agrees to indemnify SeriesOne for violations
of this Agreement.
Certain securities offered on this Site may only be purchased by Accredited Investors,
as defined by Rule 501 of Regulation D. Federal law and regulations prohibit non-accredited
investors from purchasing securities from this Site. Before you can invest in any of
the securities offerings on the Site, you must qualify as an “Accredited Investor.”
You represent and warrant that you qualify for at least one of the following categories:
a natural person who has individual net worth, or joint net worth with the person’s
spouse, that exceeds $1 million at the time of the purchase, excluding the value of
your primary residence;
Explanation: In calculating net worth, you include all of your
assets (other than your primary residence) whether liquid or illiquid, such as cash,
stock, securities, personal property and real estate based on the fair market value
of such property MINUS all debts and liabilities (other than a mortgage or other
debt secured by your primary residence unless the liability exceeds the fair market
value of your primary residence).
a natural person with income exceeding $200,000 in each of the two most recent years
or joint income with a spouse exceeding $300,000 for those years and a reasonable
expectation of the same income level in the current year;
a bank, insurance company, registered investment company, business development
company, or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income
Security Act, if a bank, insurance company, or registered investment adviser makes
the investment decisions, or if the plan has total assets in excess of $5 million;
a charitable organization, corporation, or partnership with assets exceeding $5 million;
a business in which all of the equity owners are accredited investors; or
a trust with assets in excess of $5 million, not formed to acquire the securities
offered, whose purchases a sophisticated person makes.
YOU MUST MEET ONE OF THE ABOVE CRITERIA BEFORE SUBSCRIBING TO ANY INVESTMENT OPPORTUNITIES
OFFERED UNDER RULE 506(c) OF REGULATION D AND WILL BE REQUIRED SUBMIT INFORMATION TO THE
BUSINESS BORROWER TO VERIFY YOUR STATUS AS AN ACCREDITED INVESTOR PRIOR TO THE COMPLETION OF ANY
The Site is an online intermediary platform that permits Accredited Investors to
independently connect with prospective Business Borrowers and Issuers. Each Business
Borrower and Issuer is solely responsible for ensuring that its securities offering,
including use of the Site to offer and sell securities, complies with applicable
state and Federal laws, rules and regulations. Rule 506(c) of Regulation D requires
each Business Borrower and Business Issuer to undertake “reasonable steps” to verify
the Accredited Investor status of every purchaser in compliance with the guidance of
the U.S. Securities and Exchange Commission. Each Business Borrower and Business
Issuer is solely responsible for the material it posts on this Site and, by posting
such material, represents that: (i) it has complied in all material respects with all
applicable rules and regulations; and (ii) such information will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated or
necessary to make such statements not misleading in light of the circumstances under
which they are made. The Site and its users are entitled to rely upon any
representations made by each Business Borrower or Business Issuer. Each Business
Borrower and Business Issuer agrees to enter into a separate agreement with the Site
which will govern the terms of its offering. Users of the Site acknowledge that
SeriesOne is not responsible or liable for investigating, confirming or verifying
the accuracy and completeness of the offering material and other information posted on the Site.
BUSINESS BORROWERS BUSINSESS ISSUERS ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL
APPLICABLE FEDERAL AND STATE LAWS. SERIESONE IS NOT LIABLE OR RESPONSIBLE FOR VERIFYING
A POTENTIAL PURCHASER’S ACCREDITED INVESTOR STATUS OR COMPLIANCE WITH ANY OTHER FEDERAL
OR STATE REQUIREMENTS RELATED TO AN OFFERING.
The securities offered on the Site are only available for purchase or sale by
Accredited Investors. Securities sold through private placements are not publicly
traded and, therefore, are illiquid unless registered with the Securities and Exchange
Commission or qualify for a resale exception. Additionally, securities may be subject
to other resale restrictions such as holding period requirements. Investing in private
placements of securities requires high risk tolerance, low liquidity concerns, and
long-term commitments. Investors must be able to bear the loss of the entire amount
of their entire investment. For those reasons, these offerings may be made available
only to certain institutional investors and high net worth individuals and entities
that qualify as “Accredited Investors”. Investors are solely responsible for conducting
any legal, accounting or due diligence review. Investment products are not FDIC insured,
may lose value, and are not guaranteed.
The securities being offered on the Site have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), in reliance, among other exemptions,
on the exemptive provisions under Regulation D under the Securities Act and corresponding
exemptions from securities registration or qualification requirements under applicable
state securities laws. 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. These
securities are subject to legal restrictions on transfer and resale and investors
should not assume they will be able to resell their securities. Investing in securities
involves risk, and investors should be able to bear the loss of their investment. The
exemptions relied upon for such offerings are significantly dependent upon the accuracy
of the representations of the investors to be made by Business Borrowers and Business
Issuers on the Site in connection with the offering. In the event that any such
representations prove to be untrue, the registration exemptions relied upon by a Business
Borrower or Business Issuer in selling the securities might not be available and
substantial liability to such Business Borrower or Business Issuer would result under
applicable securities laws for rescission or damages. These risks are non-exhaustive
and are intended to highlight certain risks associate with investing in unregistered
securities. SeriesOne does not hold or handle investor funds, nor process any payments.
A third-party independent escrow agent will hold or handle investor funds, and payments
will be processed by an independent third-party.
You represent and warrant that all information that you provide to SeriesOne or through
the Site is accurate, compete and truthful. You acknowledge and agree that SeriesOne
and its agents are entitled to rely upon the information you provide as true, accurate
and complete without independent verification. SeriesOne grants you a limited,
revocable, non-exclusive, non-transferrable license to view, copy and print content
on the Site for personal, non-commercial purposes. SeriesOne grants the operators
of public search engines a limited, non-exclusive, non-transferrable license to copy
materials from the Site for the purpose of creating publicly available, searchable
indices of Site content. You agree not to modify, damage, disrupt, disable, overburden,
impair, alter or interfere with the use, features, functions, operation, security or
maintenance of the Site or the rights or use and enjoyment of the Site by any other
person or entity in any manner.
You are prohibited from posting or transmitting any material on or through the Site
that, in SeriesOne’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. SeriesOne will fully cooperate with any law enforcement authorities
or court order requesting or directing SeriesOne to disclose the identity of anyone
posting any such information or materials on the Site.
SeriesOne may provide due diligence and credit analysis about Business Borrowers and
Business Issuers as part of its posting process. The provision of any such information
is intended to be informative and each prospective investor must form their own opinion
regarding the creditworthiness of a Business Borrower or Business Issuer and undertake
its own research, analysis and assessment of company for each investment, and seek its
independent financial advice. The posting of any offering on the Site is not a
recommendation to invest. SeriesOne’s principal role is to perform administrative
functions on behalf of borrowers, issuers and investors in order to provide a streamlined
process for the parties to independently connect. SeriesOne accepts no responsibility,
makes no representations or otherwise guarantees in any way the likelihood of a Business
Borrower or Business Issuer meeting its financial obligations to investors.
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”), SeriesOne’s
Designated Agent for notice of claims of copyrights infringement can be contacted at the
Designated Agent for Claimed Infringement:
seriesOne Holdings, Inc. d/b/a www.seriesone.com
Postal Address: 175 SW 7th Street, Suite 1800, Miami, FL 33130
E-mail address: [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 SeriesOne 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. Allegations that
other intellectual property right is being infringed should be sent to
[email protected]. SeriesOne may, in its sole
discretion, terminate the accounts of those who are accused of copyright infringement
or other intellectual property rights.
All content and images on the Site are either the property of, or used with permission
by SeriesOne. The use of the content or images by you or anyone authorized by you, is
on the Site. By providing content on the Site, you grant us a royalty-free, non-exclusive,
worldwide license, under your intellectual property rights, to copy, reformat, index,
modify, display, distribute and put to commercial and other uses your content on the Site.
No compensation will be paid with respect to our use of such content. SeriesOne neither
warrants nor represents that your use of materials displayed on the Site will not infringe
rights of third parties not owned or affiliated with SeriesOne.
The trademarks, logo and slogans displayed on the Site including the mark “SeriesOne”,
(collectively the “Trademarks”) are owned by SeriesOne and others. Nothing on this Site
should be construed as granting any license or right to use the Trademarks without written
permission of SeriesOne or such third-party owner of the Trademarks. Your misuse of the
is strictly prohibited. You are advised that SeriesOne will aggressively enforce its
intellectual property rights to the fullest extent of the law.
You agree that SeriesOne and any Business Borrower or Business issuer may send
communications to you via your mailing address, email, telephone or facsimile number
provided by you on your Account and you consent to receive notices by email for all legal
purposes. You agree to notify us of any changes in your address or contact details.
SeriesOne may also deliver information verbally. 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. The use of an electronic version of documents fully satisfies any
requirement that such documents be provided in writing. If you sign electronically,
you represent that you have the ability to access and retain a record of such documents.
You agree that you are responsible for understanding these documents and agree to conduct
business by electronic means. You are obligated to review the Site periodically for
changes and modifications and agree not to contest the admissibility or enforceability
the Site’s electronically stored copy of this Agreement in any proceeding arising out
of this Agreement.
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 paper versions at your election.
SeriesOne shall have a reasonable period of time to effect such a change and SeriesOne
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.
You agree that any information that you transmit to the Site or SeriesOne in any manner
including, but not limited to, pictures, videos, questions, comments, suggestions,
website addresses and links to other website/articles, etc., other than Personally
non-proprietary and can be used by SeriesOne or its affiliates for any purpose as
techniques, etc. contained in any communication to the Site of the SeriesOne for any purpose.
Change or Termination
We may, without prior notice, change the Site, stop providing the Site, applications or
services, or create usage limits for the Site. We may permanently or temporarily terminate
or suspend your access to the Site without notice or liability, for any reason or for no
reason, including if in our sole determination you violate any provision of these Terms
should survive termination, including without limitation ownership provisions,
warranty disclaimers, indemnity, and limitations of liability. SeriesOne reserves the
right, in its sole discretion, without any obligation and without any notice requirement,
to change, improve or correct the information, materials and descriptions on the Site for
any reason. The information and materials on the Site may contain typographical errors or
inaccuracies. Any dated information is published as of its date only, and SeriesOne does
not undertake any obligation or responsibility to update or amend any such information.
You agree that SeriesOne and its subsidiaries and affiliates will not be liable to you
or to any third party for any such modification, suspension or discontinuance.
Disclaimer of Liability
Your use of the Site is at your own risk. Neither SeriesOne 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 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, 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
SeriesOne 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. We do not, and cannot, guarantee that any
investor is actually an Accredited Investor (as defined above), or that any content or
information provided on this Site is true, correct, complete or viable.
Although SeriesOne may from time to time monitor or review discussions, postings,
transmissions, and the like on the Site, SeriesOne 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. SeriesOne
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. The 506(c) offerings posted on the Site are not directed at,
nor intended for purchase or investment by, any person or entity in any jurisdiction or
country where the publication or availability of the Site or such distributions or use
would violate local laws or regulations. 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.
Explanation: “U.S. Persons” are defined as U.S. residents or citizens, U.S. companies,
and persons living in the U.S. regardless of nationality, or U.S. residents living
abroad (Rule 902(k)). “Non-U.S. Persons” are all others.
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 (i) 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: (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 the applicable laws and regulations of your country
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. Applications to invest in
any offering referred to on this Site must only be made on the basis of the offering
document relating to the specific investment and through a registered entity.
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 or the securities laws of any state or
territory within the United States.
laws of the State of Florida applicable to contracts deemed to be made within such
state, without regard to choice of law or conflict of law provisions thereof. YOU
HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR
PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF
USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION,
YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
In the event of any claim, controversy or alleged dispute between you and SeriesOne,
its members or 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 the American Arbitration Association (“AAA”) to
be held in Miami, Florida, before an arbitrator to be selected by the AAA. Any such
arbitration may only be commenced within one (1) 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.
Judgment upon the award rendered in such arbitration may be entered by any court
having jurisdiction thereof. You agree that all Disputes will be limited between
you, individually, and SeriesOne. 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 SeriesOne, be subject to binding arbitration: (1) any Dispute related
to, or arising from allegations of criminal activity; (2) any Disputes concerning
SeriesOne’s intellectual property rights; and (3) any claim for injunctive relief.
All arbitration proceedings will take place in Miami-Dade County, Florida, United States
of America. Any Dispute not subject to arbitration shall be decided by a court of
competent jurisdiction within Miami-Dade County, Florida, United States of America.
Each party hereby waives any claim that such venue is improper or inconvenient.
You agree to indemnify, defend and hold SeriesOne and any of its affiliates, and any
of its successors and assigns, and any of their respective officers, directors, employees,
agents, representatives, licensors, advertisers, suppliers, and operational service
providers harmless from and against any and all claims, actions, losses, expenses,
damages and costs (including reasonable attorneys’ fees), resulting from any breach
SeriesOne 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 SeriesOne in the defense of any such claim, action,
settlement or compromise negotiations, as requested by SeriesOne.
We may provide notifications, including those regarding modifications to these Terms
of Use, whether such notifications are required by law or are for marketing or other
business-related purposes, to you via email notice, written or hard copy notice, or
through posting of such notice on our Site, as determined by us in our sole discretion.
We reserve the right to determine the form and means of providing notifications to
visitors. Note that you may opt out of certain means of notification as described in
network provider may apply to email notifications we send to the email address you
provided to us.
not constitute a waiver of future enforcement of that right or provision. The waiver
of any such right or provision will be effective only if in writing and signed by a
duly authorized representative of SeriesOne. Except as expressly set forth in these
otherwise. If for any reason a court or arbitral, as applicable, of competent
that provision will be enforced to the maximum extent permissible and the other
connection with a merger, consolidation or reorganization of SeriesOne for the sale of
or the application thereof, becomes or is declared by a court of competent jurisdiction
in full force and effect and the application of such provision to other persons or
circumstances will be interpreted so as reasonably to effect the intent of the parties
hereto. You further agree to replace such void or unenforceable provision of these Terms
of Use with a valid and enforceable provision that will achieve, to the extent possible,
the economic, business and other purposes of such void or unenforceable provision.
or agreement regarding the Site and SeriesOne’s services prior to the Effective Date below.