Terms and Conditions

Terms of Use

Welcome to the VestLo financial platform. The VestLo financial matchmaking service and network (collectively with all such ancillary and supporting products and services now or hereafter offered by VestLo, the “Services“) are operated by VESTLO LLC, a, Illinois limited liability company (“VestLo,” “we,” or “us“). By accessing or using our web site at www.VestLo.com (including any subdomain thereof; the “Site“), you (the “User“) signify that you have read, understand and agree to be bound by these terms of use (“Terms of Use“), regardless of whether you are a registered member of the Site.

In addition to these Terms of Use, you may enter into other agreements with us or others that will govern your use of the Services or related services offered by us or others. If there is any contradiction between these Terms of Use and another agreement you enter into applicable to specific aspects of the Services, the other agreement shall take precedence in relation to the specific aspects of the Services to which it applies.

As used herein, “Users” means anyone who accesses and/or uses the Site. For any terms herein applicable to all Users, all investor members, or business and other entity Users specifically, or where the context otherwise requires, “Users” shall be deemed to include any business or other entity on behalf of which the Site or Services is accessed by any other User, and “you” shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Site or Services.

Further, for any terms herein applicable to VestLo, the term “VestLo” shall, to the fullest extent applicable, be deemed to include all representatives, agents and affiliates of VESTLO LLC.

Changes to these Terms of Use

We may make changes to these Terms of Use from time to time. If we do this, we will post the changed Terms of Use on the Site and will indicate at the top of this page the date the Terms of Use were last revised. You understand and agree that your continued use of the Services or the Site after we have made any such changes constitutes your acceptance of the new Terms of Use.

TERMS APPLICABLE TO ALL USERS: ELIGIBILITY, REGISTRATION, LICENSE AND REPRESENTATIONS

Eligibility: General

This Site is intended solely for Users who reside in the United States and, if they are a natural person, are eighteen (18) years of age or older. Any registration by, use of or access to the Site by any person residing outside of the United States, and/or any natural person under eighteen (18) years of age is unauthorized, unlicensed and in violation of these Terms of Use. By using the Services or the Site, you represent and warrant that, you reside in the United States, if you are a natural person that you are eighteen (18) years of age or older, and that you agree to and will abide by all of the terms and conditions of these Terms of Use. If you violate any of these Terms of Use, or otherwise violate an agreement between you and VestLo, we may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Services or the Site (or any portion, aspect or feature of the Services or the Site), at any time in its sole discretion, with or without notice.

Registration:

In order to access certain features of the Site or the Services, and/or to post content on the Site, you must create, and register for, an account (“Account”) with us. You hereby certify that all information you provide us with in order to complete the Account registration process is current, accurate and complete. When you choose a password and a user name, you are entirely responsible for maintaining the confidentiality of said password and all aspects of your account.

You agree to notify VestLo immediately of any other breach of security or unauthorized use of your Account. You agree to not share your password, let anyone else access your Account, or do anything else that might jeopardize the safety and security of your Account. You will not transfer your Account to anyone without first getting written permission from VestLo. 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 construe any such content as tax, legal, financial, or investment advice. Unless we provide you with specific advice that is clearly identified as an individualized recommendation specifically addressed to you, (which is NOT expected to take place), you represent that any decision to invest is based solely on your consideration of the risks involving a particular security or those of a third-party (i.e. your personal financial advisor) and is made at your own risk. All investments involve a degree of risk, and unless we provide you with individualized recommendation addressed to you, (which is NOT expected to take place), 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 that may include the risk of complete loss of your investment and/or principal. VestLo has no special relationship with, or fiduciary duty to, you. You agree and acknowledge that you are solely responsible for conducting legal, accounting or due diligence review on the companies and offerings listed on the Site. You are strongly advised to consult with a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice. The Site will merely provide you with the ability for you to make your own investment decision without any advice by the Site, VestLo, or any of their respective agents or affiliates.

Registration Information – Illinois Resident:

Unless otherwise specifically identified on the Site with respect to a particular offering: (a) the securities listed on this Site may only be purchased by residents of the State of Illinois; (b) only individuals who have their primary residence in the state of Illinois, and entities who are formed and qualified to do business in Illinois, will be permitted to access offering information with respect to, and will be permitted to participate in, the offerings listed on the Site. In certain instances we may be entitled to rely solely upon your representation that you are a resident of the state of Illinois. However, we reserve the right to request additional information from you to support, and/or to engage a third party to conduct an independent verification of, your qualification as a resident of the state of Illinois.

Registration Information – Accredited Investor:

Some of the securities listed on this Site, and/or certain amounts of the securities listed on this Site, may only be purchased by Accredited Investors (such offerings, the “Restricted Offerings”), as defined by Rule 501 (17 C.F.R. 230.501; “Rule 501”) of the Securities Act of 1933 (the “Securities Act”). Only investors who qualify as “Accredited Investors” will be permitted to access offering information with respect to, and will be permitted to participate in, Restricted Offerings. In order to qualify as an Accredited Investor you will need to represent and warrant that you come within at least one of the following categories: (a) 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); (b) 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; (c) 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; (d) a charitable organization, corporation, or partnership with assets exceeding $5 million; (e) a director, executive officer, or general partner of VestLo selling the securities; (f) a business in which all the equity owners are accredited investors; or (g) 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 or more of the above criteria before viewing and/or investing in any Restricted Offerings listed on the site. In certain instances we may be entitled to rely solely upon your representation that you meet one or more of the above qualifying criteria. However, we reserve the right to request additional information from you to support, and/or to engage a third party to conduct an independent verification of, your qualification as an Accredited Investor. YOU FURTHER AGREE THAT YOU WILL IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN ANY SUCH INFORMATION PROVIDE TO US AND/OR IF, FOR ANY REASON, YOU NO LONGER QUALIFY AS AN ACCREDITED INVESTOR.

You further acknowledge and agree that the foregoing provisions shall be automatically amended to match the definition of “Accredited Investor” pursuant to Rule 501 if such definition is amended after the date hereof.

If you do not qualify as an Accredited Investor, you will only be permitted to logon to the Site and access those offerings and other content which are not made part of the Restricted Offerings. This expressly excludes any and all offerings and other content related to the sale of securities that are relying on an exemption under “Regulation D” of the Securities Act.

Social Media:

You may register with VestLo through your account with certain third party social networking services, including Facebook, LinkedIn and Twitter (collectively, “Social Media”). When you register through your Social Media account, you will be asked to login to the Site using your Social Media account credentials. By creating an Account via your account with Social Media, you are allowing the VestLo to access your Social Media account information and you are agreeing to abide by the applicable terms and conditions of your Social Media in your use of the Site via such Social Media. Members have the option to disable the connection between their VestLo Account and Social Media account at any time by notifying us at info@VestLo.com.

Proprietary Rights in Site Content; Limited License

All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content“), are the proprietary property of VestLo with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without VestLo’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your use in connection with your use of the Site or Services, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of VestLo, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

You may review personal information posted by or relating to other Users on the Site, but you are not authorized to disclose such information for any purpose. You may not reproduce any personal information. Further, you represent and warrant that: (a) you do not have the ability to match any personal information posted by or relating to other Users to the identity of any individual; (b) you will not make any attempt to obtain data permitting you to match any personal information posted by or relating to other Users to the identity of any individual; (c) you will not accept any information from any third party that permits such a match; and (d) you will make no such match.

Restrictions on Data Collection/Termination

Without our prior consent, you may not:

  • use any automated means to access this Site or collect any information from the Site (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
  • frame the Site, utilize framing techniques to enclose any Content or other proprietary information, place pop- up windows over this Site’s pages, or otherwise affect the display of this Site’s pages; engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information; or
  • use this Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this Site or interfere with any other party’s use and enjoyment of this Sit

We may terminate, disable or throttle your access to, or use of, this Site and the Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms of Use.

User Representations

You represent, warrant and agree that no materials of any kind submitted through your Account or otherwise posted or shared by you through the Site will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Services or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Services or the Site or for any other purpose. You further agree that you may not use the Services or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site. In addition, you agree not to use the Services or the Site to:

  • upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
  • except where authorized by VestLo, register for more than one Account, register for an Account on behalf of an individual other than yourself, operate an Account on behalf of or for the benefit of any person who is not eligible to register for or operate an Account in their own name, or register for an Account on behalf of any group or entity (other than approved investment accounts opened on behalf of legal entities or Accounts opened for purposes of participating in our Small Business lending program);
  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity;
  • upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  • solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes from any User;
  • upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; intimidate or harass another User;
  • upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate
  • any local, state, national or international law;
  • use or attempt to use another User’s Account, service or system without authorization from that person and VestLo, or create a false identity on the Site or otherwise in connection with use of any of the Services; or
  • upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of VestLo, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose VestLo or its Users to any harm or liability of any type.

User Content Posted on the Site

You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, “post“) on the Site (or otherwise in connection with use of any of the Services), or transmit to or share with other Users (collectively the “User Content“). It is against the Terms of Use to contact members directly or to attempt to enter into any transactions with members outside of the Site. You understand and agree that VestLo may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of VestLo violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.

By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to VestLo an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.

You may review personal or business information posted by other Users on the Site, but you are not authorized to disclose such information for any purpose.

ALL USERS: CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES

Because VestLo operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us and our affiliates (“Our Affiliates“), therefore, we also need you to consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099 and Form K-1) arising from or relating to your use of the Site and/or the Services, including any notes you have purchased, your use of the Site and/or the Services, and the servicing of any equity distributions or notes you have purchased as either an investor of VestLo (each, a “Disclosure“), from us, whether we are acting in the capacity as trustee or otherwise, or Our Affiliates. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “IRS Form 1099“). The decision to do business with us and Our Affiliates electronically is yours. This document informs you of your rights concerning Disclosures.

Electronic Communications. Any Disclosures will be provided to you electronically through www.VestLo.com either on our Site or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.

Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and VestLo or between you and Our Affiliates. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

Consenting to Do Business Electronically. Before you decide to do business electronically with VestLo or Our Affiliates, you should consider whether you have the required hardware and software capabilities described below.

Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.

TCPA Consent: I expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

Additional Mobile Technology Requirements. If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.

Withdrawing Consent. You may not withdraw such consent as long as you have outstanding any investments made through the Site.  If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

How to Contact Us regarding Electronic Disclosures. You can contact us via email at info@VestLo.com.  You may also reach us in writing to us at the following address: VestLo, LLC, c/o Axia Law, LLC, 1 N LaSalle Street, Suite 1450, Chicago Illinois 60602, Attention: Member Services.

If you are an individual User, you will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to info@vestlo.com. You also agree to update your registered residence address and telephone number on the Site if they change. If you are a business or entity User or are acting on behalf of a business or entity, you will keep us informed of any change to your email address, telephone number and primary business address, as discussed under “Terms Applicable to Business and Other Entity Users” below.

You will print a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Site.

SECURITIES MATTERS

Notwithstanding anything to the contrary in these Terms of Use, in no event shall anything in these Terms of Use be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act (as defined above), Section 29(a) of the Act of 1934, or any other applicable provision of federal and state securities laws.

The securities offered on the Site have not been registered under the Securities Act, in reliance on the exemptive provisions of either Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, or Section 3(a)(11) of the Securities Act and Rule 147 promulgated thereunder, as well as applicable state law exemptive provisions (including without limitation, 815 ILCS 5/4(T)).  Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site.

Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities.  Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity.  The information contained in the Site has been prepared by VestLo without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.

You may not become a beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person”) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event”).  You represent that you are not subject to a Disqualifying Event and that you will promptly notify VestLo in writing should any Disqualifying Events be applicable to you.  VestLo is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.

Notwithstanding anything contained herein or on the Site to the contrary:

THE INVESTMENT OPPORTUNITIES LISTED ON THE SITE ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.

ONLY USERS WHO MEET THE SPECIFIED REQUIREMENTS (PURSUANT TO APPLICABLE STATE AND FEDERAL SECURITIES LAWS) TO PARTICIPATE IN A PARTICULAR OFFERING LISTED ON THE SITE MAY INVEST IN SUCH OFFERING AND THE OFFERING MATERIALS PROVIDED ON THE SITE ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON WHO DOES NOT MEET SUCH SPECIFIED REQUIREMENTS.

WITHOUT LIMING THE GENERALITY OF THE FORGOING, ONLY USERS WHO QUALIFY AS “ACCREDITED INVESTORS” MAY PARTICIPATE IN ANY RESTRICTED OFFERINGS LISTED ON THE SITE, AND ONLY RESIDENTS OF THE STATE OF ILLINOIS MAY PARTICIPATE IN ANY OFFERING LISTED ON THE SITE WHICH IS CONDUCTED UNDER 815 ILCS 5/4(T), AND THE OFFERING MATERIALS PROVIDED ON THE SITE WITH RESPECT TO SUCH OFFERINGS ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON WHO DOES NOT MEET SUCH REQUIREMENTS.

TERMS APPLICABLE TO INDIVIDUAL USERS

Registration Data; Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site or otherwise requested by VestLo (“Individual Registration Data“); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to VestLo, to keep it accurate, current and complete; (d) promptly notify VestLo regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Site or Services or the terms on which you use the Site or Services; and (e) be fully responsible for all use of your Account and for any actions that take place using your Account.

TERMS APPLICABLE TO BUSINESS AND OTHER ENTITY USERS

Eligibility: Business and Other Entity Users

Access to the Site for Users that are businesses, other entities or persons acting on behalf of such businesses or entities, is intended solely for authorized representatives of businesses or other entities that are in good standing in each jurisdiction in which they are registered to conduct business and persons otherwise authorized by such businesses or entities to act in furtherance of the business or entity’s use of the Site or Services. By using the Site or the Services on behalf of a business or other entity, you represent and warrant that you are duly authorized in accordance with the foregoing by the business or other entity on behalf of which you are acting, that you have the power and authority to enter into binding agreements on behalf of the business or entity or in the capacity in which you are acting, and that the business or entity is in good standing in each jurisdiction in which it is registered to conduct business to the best of your knowledge.

Furthermore, you confirm that you agree to all of the terms and conditions of these Terms of Use individually and on behalf of such business or other entity, and represent and warrant that you and such business or other entity will abide by all of the terms and conditions of these Terms of Use. If you, the business or entity, any other person acting on behalf of the business or entity or any guarantor (if applicable) violate any of these Terms of Use, or otherwise violate an agreement between the business or entity (or, if applicable, any guarantor) and VestLo, VestLo may terminate the business or entity’s membership, delete any associated profile and any content or information posted on the Site in connection with the business or entity’s membership and/or prohibit you, such business or entity and any other person acting on the business or entity’s behalf from using or accessing the Site or the Services (or any portion, aspect or feature of t the Site or the Services), at any time and with or without notice, in its sole discretion (including if in our sole determination you has violated any provision of these Terms of Use).

Without limiting the above, VestLo reserve the right to permanently or temporarily terminate or suspend any User’s offering and/or access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination such User (or any of its agents or representatives) has violated any provision of these Terms of Use or their agreement(s) with VestLo and/or for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or material inaccuracy contained in any information provided by the Issuer.

Business Registration Data; Account Security

In consideration of your use of the Site and the Services on behalf of a business or other entity member, you, individually and on behalf of such business or entity, agree to: (a) provide accurate, current and complete information about the business or entity, yourself and any other principals and/or authorized representatives of the business or entity member as may be prompted by any registration forms on the Site or otherwise requested by VestLo (“Business Registration Data“), including the business or entity’s full legal name; (b) provide such materials as VestLo may request to establish and/or verify your or any other person’s identity or authority to enter into binding agreements on behalf of the business or entity, or to establish and/or verify the business or entity’s legal existence, good standing in any jurisdiction and eligibility to use the Site or Services; (c) maintain the security of any password and identification issued for use by or on behalf of the business or entity; (d) maintain and promptly update the Business Registration Data, and any other information provided to VestLo by you or anyone else acting on behalf of the business or entity, to keep it accurate, current and complete; (e) promptly notify VestLo regarding any material changes to information or circumstances impacting the business or entity’s legal existence, good standing in any jurisdiction in which the business or entity is authorized to conduct business, or eligibility for continued use of the Site and the Services; and (f) be fully responsible for all use of any Accounts opened on behalf of the business or entity and for any actions that take place using such Account.

Additional Representations: Business and Other Entity Users

In addition to the User Representations set forth above under “User Representations,” which you hereby confirm on behalf of the business or entity member, you further agree, both individually and on behalf of the business or entity, not to use the Site or the Services to:

  • register for multiple User Accounts on behalf of the same business or entity; operate or otherwise utilize an Account opened in the name of a business or entity for the benefit of any persons other than that business or entity;
  • operate or otherwise utilize an Account opened in the name of a business or entity for any purpose prohibited by law or regulation, any activity which that business or entity is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the business or entity and VestLo or Our Affiliates;
  • operate a User Account on behalf of any business or entity with regard to which you are not an authorized person with the power to enter into binding agreements on behalf of the business or entity;
  • communicate with any other User regarding the business or entity, or its business operations, other than anonymously and publicly via the Site, or upload, post, transmit, share or otherwise make available any information or informational material identifying the business or entity or its business operations (other than Business Registration Data provided to VestLo or other information requested by VestLo or otherwise necessary for your use of the Site or Services); and
  • upload, post, transmit, share, store or otherwise make publicly available on the Site any private information regarding the business or entity, including, without limitation, addresses, phone numbers, email addresses, tax identification numbers and credit, or any personal information regarding persons associated with the business or entity (other than Business Registration Data provided to VestLo).

Furthermore, you represent and warrant and agree, both individually and on behalf of the business or entity, that:

  • all email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes; and
  • you will not represent or portray the business or entity as being affiliated with VestLo in any capacity other than being a User of the Site or Services without VestLo’s prior written consent.

Scope of License to Use

For Users that are businesses or other entities, or persons acting on behalf of businesses or other entities, the limited license to access and use the Site granted above shall be deemed granted to the business or entity member and to those authorized representatives of the business or entity for whom

Business Registration Data has been provided to VestLo while acting on behalf of the business or entity member in their official capacities. Any access to or use of the Site by persons who are not authorized representatives of the business or entity, including but not limited to any representative for whom Business Registration Data has not been provided, voids this license and shall constitute a violation of these Terms of Use. Furthermore, this license is revocable by us at any time with regard to the business or entity member and/or any person acting on such business or entity’s behalf without notice and with or without cause.

Third Party Services

VestLo uses certain third party service providers for payment, merchant services, compliance, transfer agent and escrow services (“Third Party Service Providers”). By making use of some or all of these payment services on or through VestLo you agree to be bound by the third party provider’s terms and conditions, terms of service or terms of use and their privacy policies, and hereby consent and authorize us to delegate your authorizations and share the information you provide to us with our Third Party Service Providers to the extent required to provide the their services to you.

ALL USERS: INTELLECTUAL PROPERTY MATTERS

Trademarks

All graphics, logos, designs, page headers, button icons, scripts and service names of VestLo are registered trademarks, trademarks or trade dress of VestLo in the U.S. and/or other countries. VestLo’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of VestLo.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. ” 512(c) (“DMCA”), VestLo’s Designated Agent for notice of claims of copyright infringement can be contacted at:

VestLo, LLC

c/o Axia Law, LLC,

1 N LaSalle Street, Suite 1450

Chicago Illinois 60602

Attention: General Counsel

info@VestLo.com

To meet the notice requirements under the DMCA, the notification must be a written communication that includes the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
  • 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, its agent or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infri

Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, VestLo has adopted a policy of terminating, in appropriate circumstances and at VestLo’s sole discretion, the memberships of members who are deemed to be repeat infringers. VestLo may also at its sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Services (“Submissions“), provided by you to VestLo are non-confidential and shall become the sole property of VestLo. VestLo shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

ALL USERS: MISCELLANEOUS TERMS

Links to Other Web Sites and Content

The Site contains (or you may be sent through the Site or the Services) links to other web sites (“Third Party Sites“), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content“). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

User Disputes

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Privacy

Please review the Site’s Privacy Policy. By using the Site or the Services, you are consenting to have your personal data transferred to and processed in the United States. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes.

No Representations or Warranties; Disclaimers; Acknowledgements

VESTLO MAKES NO REPRESENTATION AS TO THE COMPLETENESS OR ACCURACY OF ANY ISSUER INFORMATION PROVIDED ON THE SITE. VESTLO ALSO DOES NOT ENDORSE OR REPRESENT THE RELIABILITY OR ACCURACY OF ANY ISSUER OR OF ANY ISSUER CONTENT OR INFORMATION DISTRIBUTED THROUGH OR ACCESSED FROM THE SITE, AND DOES NOT PURPORT TO HAVE PERFORMED ANY INVESTIGATION INTO ANY ISSUER OR ANY ISSUER INFORMATION PROVIDED ON THE SITE.

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SITE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT;

By using this Site and/or the Services you hereby acknowledge and agree that:

  • YOU UNDERSTAND THAT YOUR USE OF THE SITE/SERVICES IS AT YOUR OWN RISK AND THAT YOU ARE RESPONSIBLE FOR DOING YOUR OWN DUE DILIGENCE BEFORE MAKING A DECISION TO INVEST;
  • ANY RELIANCE UPON ANY CONTENT OR INFORMATION DISTRIBUTED THROUGH OR ACCESSED FROM THE SITE IS AT YOUR SOLE RISK;
  • You have been advised to consult your own counsel, accountant, investment advisor or manager, and/or business advisor, as to the legal, tax, and related matters concerning any potential investment opportunities presented on VestLo;
  • VestLo, and each of its agents and affiliates, is entitled to rely upon the information provided by its Issuers and users without any duty or obligation to investigate the truth, completeness and/or accuracy thereof;
  • Neither VestLo, nor any of its agents and affiliates, makes any representation or warranty as to the completeness or accuracy of any Issuer information provided on the Site and/or endorses or represents the reliability or accuracy of any Issuer or of any Issuer content or information distributed through or accessed from the Site;
  • Neither VestLo, nor any of its agents and affiliates, can (nor do they) guarantee that Issuers will use the proceeds of their investment in accordance with the stated purpose;
  • Neither VestLo, nor any of its agents and affiliates, represents, warrants, covenants guarantees, nor promises any specific results from use of the Site/Services;
  • Neither VestLo, nor any of its agents and affiliates, can control, or will be liable in any way to you or to any other person for, inaccuracies, errors, delays, omission, and/or non-performance of any Third Party Service Provider (as defined below), the transmission or delivery of any data/information by such Third Party Service Provider, and/or any loss or damage arising from one or more of the foregoing;
  • VestLo has not reviewed all of the links provided on the Site and is not responsible, in any way, for the content of any off-Site pages and that clicking on hyperlinks and visiting any off-Site pages is done at your own risk;
  • VestLo assumes no responsibility for, and shall not be liable for, any damages to. or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site;
  • Although VestLo may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, VestLo 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;
  • VestLo reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice;
  • VestLo does not, and cannot, guarantee that any person is actually an Accredited Investor (as defined above); and
  • VestLo has no control over, and no duty to take any action regarding: which users gains access to the Site; what content such users access via the Site; what effects the content may have on such users; how such users may interpret or use the content; or what actions such users may take as a result of having been exposed to the content.

Site/Service Change or Termination:

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by VestLo. We may, without prior notice, change the Site and/or the Services, in any way, and may stop providing the Site and/or the Services at any time. We may also permanently or temporarily terminate or suspend your access to the Site and/or the Services without prior notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. Upon termination of these Terms of Use or your access to the Site/Services for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND AS SPECIFICALLY PROVIDED ABOVE IN THE SECTION TITLED “SECURITIES MATTERS”, IN NO EVENT WILL VESTLO (OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION: (A) FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE AND/OR ANY INVESTMENT DECISIONS MADE BY YOU BASED UPON INFORMATION PROVIDED ON THE SITE; (B) FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES; OR (C) ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF VESTLO IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) AND YOU HEREBY FOREVER RELEASE AND DISCHARGE SUCH PERSONS/ENTITIES FROM ANY AND ALL CLAIMS YOU MAY NOW OR HEREAFTER HAVE WITH RESPECT TO ANY ONE OR MORE OF FOREGOING.

NOTWITHSTANDING  ANYTHING TO THE CONTRARY CONTAINED HEREIN (EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”), YOU HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VESTLO’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO VESTLO FOR THE SERVICES DURING THE TERM OF MEMBERSHIP; PROVIDED THAT, IN NO CASE, (EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED) “SECURITIES MATTERS”, WILL VESTLO’S LIABILITY TO YOU EXCEED $1000. YOU FURTHER ACKNOWLEDGE AND AGREE THAT, IF NO FEES ERE PAID TO VESTLO FOR THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM VESTLO, REGARDLESS OF THE CAUSE OF ACTION.

IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Governing Law; Venue and Jurisdiction; Arbitration

By visiting or using the Site and/or the Services, you hereby:

  • agree that the laws of the State of Illinois, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Use and all matters related to your use of the Site and the Services;
  • irrevocably agree to submit to personal jurisdiction in Illinois for all purposes; and
  • to the maximum extent permitted by law, irrevocably waive any objection you may now or hereafter have to the laying of venue in the state of Illinois and/or that any claim or action brought in a court of competent jurisdiction in the state of Illinois has been brought in an inconvenient forum; and
  • to the maximum extent permitted by law, irrevocably waive any right you may now or hereafter have to a trial by jury for any matter related to these Terms of Use and/or your use of the Site or the Services.

Unless otherwise elected by VestLo (in its sole discretion), any dispute arising out of or relating to the use of the Site and/or Services (including without limitation, these Terms of Use, or any breach thereof), shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.  The arbitration will be conducted in the English language before a single arbitrator in Illinois.  Such arbitration must be commenced within one (1) year after the claim or cause of action arises.

Notwithstanding the foregoing, you acknowledge that VestLo hereby reserves the right (in its sole discretion and upon notice to the other party(ies)) to require that any dispute arising out of or relating to the use of the Site and/or Services (including without limitation, these Terms of Use, or any breach thereof) be commenced in any court of competent jurisdiction in Cook County, Illinois, or in the District Court of the United States in the Northern District of Illinois.

Indemnity

You agree to indemnify and hold VestLo, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your User Content, any Third Party Content you post or share on or through the Site, your use of the Services or the Site, your conduct in connection with your use of the Site or the Services, or with other Users of the Site or the Services, or any violation of these Terms of Use or of any law or the rights of any third party. The previous sentence shall not apply to any extent to Users while acting as an investor or while registering as an investor in connection with their (a) posting of User Content; or (b) use of the Site or Services.

Other

The failure of VestLo to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Questions

Please visit our FAQ page for more information.

VestLo.com is a website operated by VESTLO, LLC, an Illinois limited liability company (“VestLo”). Neither VestLo, nor any of its agents or representatives, provide any investment advice or make any investment recommendations to any persons, ever, and no communication through this website or in any other medium should be construed as such. By accessing this website and any pages thereof, you agree to be bound by our Terms of Service and Privacy Policy.

Investment opportunities posted on this website are “private placements” of securities that are not publicly traded, are subject to holding period requirements, and are not intended for investors that need a liquid investment. Private placement investments are NOT bank deposits (and thus NOT insured by the FDIC or by any other federal governmental agency), are NOT guaranteed by VestLo, and MAY lose value. Neither the Securities and Exchange Commission (SEC) nor any federal or state securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by or through the website. Investors must be able to afford the loss of their entire investment.

Any financial projections or returns shown on this website are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations. Additionally, please note that past performance is not indicative of future performance. Any investment information contained herein has been secured from sources VestLo believes are reliable, but we make no representations or warranties as to the accuracy of such information and accept no liability therefor. Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees and expenses.

Users of this website are responsible for doing your own due diligence before making a decision to invest and are not permitted to, and should not, rely on the financial assumptions or estimates displayed on this website. Further, users of this website are strongly advised to consult their own counsel, accountant, investment advisor or manager, and/or business advisor, as to the legal, tax, and related matters concerning any potential investment opportunities presented on this website.

Unless otherwise specifically identified on this website with respect to a particular offering the securities listed on this Site may only be purchased by residents of the State of Illinois and only individuals who have their primary residence in the state of Illinois, and entities who are formed and qualified to do business in Illinois, will be permitted to access offering information with respect to, and will be permitted to participate in, the offerings listed on the website. Without limiting the generality of the forgoing, Unless otherwise specifically identified on this website with respect to a particular offering the securities listed on this Site, THE OFFERING MATERIALS PROVIDED ON THE SITE WITH RESPECT TO ANY OFFERING ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE AN OFFER OR SOLICITATION TO ANYONE WHO IS NOT A RESIDENT OF THE STATE OF ILLINOIS.