Flux Capital
USER TERMS OF SERVICE
Last updated: November 27, 2024
Flux Capital Fund Management LLC (“Flux Capital,” “we,” “our,” or “us”) makes this Flux Capital platform and all software, services, content, and materials related to this platform or made accessible to you in connection with our platform, products, or services (collectively, our “Service”) available for your use subject to the terms and conditions in these Terms of Service (the “Terms”). By accessing or using our Service in any way, including, without limitation, by clicking “I accept” when presented with these Terms in connection with the Service, you agree to be bound by these Terms. If you do not accept any of the terms of these Terms and/or you do not meet or comply with its provisions, you may not use our Service.
IMPORTANT NOTICE: YOUR USE OF OUR SERVICE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 8 OF THESE TERMS, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 8 OF THESE TERMS FOR MORE INFORMATION.
1. SERVICE
1.1. Grant of License. On the condition that you comply with all of your obligations under these Terms, and subject to any additional terms which we may present to you regarding certain features or functions of the Service or in any third-party licenses applicable to our Service, we hereby grant to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use our Service for your own personal use. We reserve all rights not otherwise expressly granted by these Terms. If you do not comply with these Terms, we reserve the right to revoke any license granted in these Terms and limit your access to our Service. Any use of our Service that exceeds the rights expressly granted in these Terms is strictly prohibited and constitutes a violation of these Terms, which may result in the termination of your right to access and use our Service. Any third-party software included in our Service is licensed subject to the additional terms of the applicable third-party license.
1.2. Modification. We may discontinue or alter any aspect of our Service, restrict the time our Service is available, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to you. We may also install bug fixes, updates, patches, and other upgrades to our Service without prior notice or liability to you. Your only remedy is to discontinue using our Service if you do not want a modification we make to our Service.
1.3. Removal of Access. Your access to our Service is provided on a temporary basis with no guarantee of future availability or continued right to access. You agree that we may immediately suspend or terminate your access to our Service or any part thereof for any reason, in our reasonable discretion. Cause for such measures include, without limitation: (1) breach or violation of these Terms, or other incorporated agreements or guidelines; (2) discontinuance or material modification to our Service; (3) unexpected technical or security issues or problems; (4) extended periods of inactivity; or (5) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.
1.4. Defects and Availability. We use commercially reasonable efforts to maintain our Service, but we are not responsible for any defects or failures associated with our Service, any part thereof, or any damages (such as lost profits or any other consequential or indirect damages) that may result from any such defects or failures. Our Service may be inaccessible or inoperable for any reason, including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which we may undertake from time to time; or (3) causes beyond our reasonable control or which we could not reasonably foresee. You understand that our Service is provided over the Internet, so the quality and availability of our Service may be affected by factors outside of our control. Our Service is not intended to be available 100% of the time and we do not make any representations, warranties, or guarantees regarding the reliability or availability of our Service. We do not represent, warrant, or guarantee that our Service will always be available or is completely free of human or technological errors. We will not be liable to you or any third party for damages or losses related to our Service being unavailable.
1.5. Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Service in any way, including any Flux Capital Materials or other data contained therein; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which our Service is based; (3) use our Service or Flux Capital Materials to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of our Service, servers, or networks connected to our Service or take any other action that interferes with any other person’s use of our Service; (5) decrypt, transfer, create Internet links to our Service, or “frame” or “mirror” our Service on any other server or wireless or Internet-based device; (6) use or merge our Service or any component thereof with other software, databases, or services not provided or approved by us; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to our Service; (8) use our Service for unlawful purposes; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with our Service; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on our Service for any reason; (11) access or attempt to access any other user’s account; (12) use any Flux Capital Materials made available through our Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into our Service any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm our Service, or perform any such actions; (14) introduce into our Service any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter our Service, Flux Capital Materials, or notices on our Service; (16) connect to or access any Flux Capital computer system or network other than our Service; (17) impersonate any other person or entity to use or gain access to our Service, or (18) use the Service for any purpose other than your own personal use.
1.6. Prosecution. We reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.
2. MATERIALS AND DATA ON OUR SERVICE
2.1. Privacy. For information regarding Flux Capital’s treatment of personal information, please review our current Privacy Notice at https://www.fluxcapital.co/privacy-policy.
2.2. Flux Capital Materials. Our Service may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties, and may allow you to access data, documents, works, methods, processes, assessments, surveys, or reports that are provided or used by Flux Capital in connection with our Service, or otherwise comprise or relate to our Service (collectively, the “Flux Capital Materials”) whether or not protected by intellectual property laws. You are not acquiring any rights in or to the Flux Capital Materials other than a non-exclusive right to access and use the Flux Capital Materials solely in accordance with the terms of these Terms and solely in connection with your personal use of our Service. You understand and agree that Flux Capital’s rights in any Flux Capital Materials are valid and protected in all forms, media, and technologies existing now or developed in the future. You may not obscure or remove any proprietary rights notices contained in or on the Flux Capital Materials.
2.3. User Data Restrictions. You may not upload, post, or transmit any information to us (“User Data”) that: (1) would violate or infringe the proprietary, privacy, publicity, or intellectual property rights of Flux Capital or any third party; (2) is obscene, defamatory, threatening, harassing, abusive, libelous, hateful, or harmful to any other person or entity; (3) violates any applicable law, statute, ordinance, or regulation; (4) puts in jeopardy the security of your account, Flux Capital or our Service; or (5) promotes or displays any of the following content: (a) pornography; (b) violence; (c) racial intolerance or advocacy against any individual, group, or organization; (d) profanity; or (e) illicit drugs and drug paraphernalia. We reserve the right, but have no obligation, to pre-screen, review, flag, filter, modify, refuse, and remove any and all User Data from the Service. You understand and expressly acknowledge that by using our Service you may be exposed to content that you find offensive, indecent, or objectionable and that we will not be liable to you or any other person or entity for your consumption of any content on our Service. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, USER DATA THAT YOU POST OR PROVIDE THROUGH OUR SERVICE. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON USER DATA, FLUX CAPITAL MATERIALS, OR OTHER CONTENT YOU FIND ON OUR SERVICE ARE SOLELY YOUR RESPONSIBILITY. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR USER DATA OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY USER DATA PROCESSED THROUGH OUR SERVICE.
2.4. Feedback. We welcome your comments, feedback, information, or materials regarding our Service or any of our other products or services (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you. Moreover, you hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback.
2.5. Links; Third Party Materials. Our Service may include links to other websites or resources on the Internet, or utilize our Service or content of other third parties (collectively, “Third-Party Materials”). Because we have no control over Third Party Materials or the administration of Third-Party Materials by the third parties that provide them, you acknowledge and agree that we are not responsible for the availability of such materials, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such Third Party Materials or for any privacy or other practices of the third parties operating those websites or providing such materials. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, in connection with, resulting from your use of or reliance on any such Third-Party Materials available on or through any such website or resource. We strongly encourage you to review any separate terms of use and privacy policies governing use of these third-party websites and Third-Party Materials.
2.6. Ownership of Intellectual Property. Flux Capital or its licensors exclusively own all right, title and interest in and to our Service, the Flux Capital Materials, and Feedback, including but not limited to, all ideas, inventions, inferences, discoveries, source and object software code, developments, derivative works, enhancements, upgrades, fixes and patches, formats and processes, and all images, trademarks, service marks, logos and icons displayed or related therein or thereto (collectively, “Flux Capital IP”). Except as expressly provided herein, you have no right, license, or authorization with respect to any of the Flux Capital IP. You shall not assert any claims to the contrary or otherwise do anything inconsistent with the allocation of ownership herein, including, but not limited to, challenging the validity of the authorizations or any intellectual property rights granted herein. In the event you are ever deemed to be the owner of any of the Flux Capital IP, you shall immediately take all necessary steps to evidence, transfer, perfect, vest, or confirm Flux Capital’s right, title and interest in the Flux Capital IP. Flux Capital is not transferring or granting to you any right, title, or interest in or to (or granting you any license or other permissions in or to) any Flux Capital IP. The sole exception of the foregoing reservation of rights are the limited rights granted to you to use our Service, and which shall automatically terminate upon expiration or termination of these Terms. Any unauthorized use of any Flux Capital IP, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. Trademarks owned by third parties are the property of those respective third parties.
3. ACCOUNTS
3.1. Eligibility. YOU MUST BE AT LEAST AGE EIGHTEEN (18) TO USE OUR SERVICE. BY ACCESSING, USING AND/OR SUBMITTING INFORMATION TO OR THROUGH OUR SERVICE, YOU REPRESENT THAT YOU ARE NOT YOUNGER THAN AGE 18.
3.2. Registration. To access certain features of our Service, you may be required to submit an application and/or become a Member. “Member” means someone who has been accepted by Flux Capital and has a registered account through the Service (“Account”). To become a Member, you must either submit an application by providing personal information and accredited investor status, or receive an “invite code” from a current Member. Even if you receive an invite code, you may still need to provide personal information and accredited investor status, and receiving an invite code does not guarantee that you will be accepted as a Member. Please note that in addition to any other requirements required by Flux Capital, such as the completion of a questionnaire, an in-person or virtual meeting or other substantiation of investment experience or otherwise as determined by Flux Capital in its sole discretion, there may be a waiting period prior to being accepted. Prior to acceptance, we may also seek confirmation of your accredited investor status by a number of methods, including but not limited to, by a third party verification partner or by providing written proof of your accredited investor status from a third party such as an accountant or attorney. How we make a determination to accept or reject Members (including, if applicable, confirmation of your accredited investor status) or to terminate an existing Member’s access will be at our sole discretion.
3.3. Unauthorized Use and Information Changes. Once you have been accepted and/or are asked to create an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (“Account Data”) and (b) maintain and promptly update the Account Data to keep it true, accurate, current and complete. By creating an Account, you represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Service under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for maintaining the confidentiality of your Account and are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account Data with anyone, and you agree to (y) notify us immediately of any unauthorized use of your password or any other breach of Account security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Flux Capital has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Flux Capital has the right to suspend or terminate your Account and associated membership and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account on behalf of someone other than yourself or the entity with which you are associated. Flux Capital reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or the Service if you have been previously removed by us, or if you have been previously banned from the Service.
3.4. Storing Credentials. Our Service may allow you to store your login credentials in your web browser or in our mobile app or on your mobile device so that you can be automatically logged in each time you access our Service. If someone else has access to your computer, web browser or mobile device, the automatic login feature will allow that person to have access to your account. You are responsible for any damages to Flux Capital or our Service resulting from unauthorized access to our Service from your account and we will have no liability to you or any third party for damages or loss related to such unauthorized access or use.
3.5. Mobile Use. Your contract with your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using our Service on your mobile device. You understand that your Mobile Provider may charge you fees for your use of its network connection services while accessing or using our Service, for data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third-party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES.
3.6. Push Notifications. When or if you download the Service, we may send you push notifications to your device as a way to deliver information, offers, alerts, updates, reminders, news, and other relevant notifications pertaining to Service, including messages, sounds, and hyperlinks to pages within the Service. Flux Capital may deliver push notifications on devices, whether or not you are currently logged in to and/or using the Service, and whether or not your device is in locked and/or sleep mode. Push notifications may be controlled from within the Service’s settings and at the device’s operating system "OS" level at any time. Some devices may allow us to send push notifications only after you grant permission for us to do so when you first download the Service. Other devices will automatically opt you in to receive the push notifications when you download the Service. In any case, you can manage your push notification preferences and choose whether we have permission to send push notifications, by managing your preferences in the Service or at the OS level settings of your device, and you can set and reset your push notifications permissions as often as you wish. If you choose not to receive push notifications, then you will still receive certain notifications and communications related to Service via the email address associated with the account through which you access the Service, or through which investment opportunities are accessed, or transactions are conducted, on your behalf. For the avoidance of doubt, choosing to opt out of push notifications does not serve as an indication of your withdrawal of consent to receiving communications in electronic form.
3.7. SMS/Text Messages. You consent to receive SMS messages (including text messages), and telephone calls (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) you have provided to us, with Service-related information such as alerts, account verification, or questions about your use of the Service. You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s. You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number. Flux Capital and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this Section even if you will incur costs to receive such phone messages, text messages, emails or other means. Standard message and data rates may apply to all SMS messages (including text messages). We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you. By entering into these Terms or using the Service, you agree to receive communications from us, including e-mails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.
4. FEES
4.1. Third-Party Investment Processing. If you decide to make an investment in a special purpose vehicle sponsored by Flux Capital (“SPV”) through our Service, you will receive an email from a third-party partner to complete the transaction externally. As of the effective date of these Terms, our third-party partner for investment processing is Sydecar.
4.2. External Completion. You understand and agree that the actual investment transaction will be completed through this third-party platform, not directly through the Service.
4.3. Fee Structure. The fees and expenses applicable to any investment will be set forth in the applicable governing and offering documents applicable to such investment. The fees and expenses applicable to each SPV will vary; however, it is anticipated that each SPV will be responsible for payment of (a) a management fee, (b) a carried interest, and (c) third-party platform fees. You should review all SPV offering documentation in detail prior to execution thereof. To the extent that the terms and conditions of any SPV offering documentation conflict with these Terms or any terms and conditions provided within the Service, the terms and conditions of such SPV offering documentation shall prevail
4.4. Fee Allocations. Unless otherwise indicated in the applicable SPV offering documentation, each member of an SPV shall bear its proportionate share of fees and expenses, including without limitation, the third-party platform fee.
4.5. Changes to Fees. Flux Capital reserves the right to modify the fee structure at any time. Any such changes will be communicated to users and will apply to future investments unless otherwise stated.
5. REPRESENTATIONS
5.1. Representations. You hereby represent and warrant that: (1) you (a) are at least the age of 18; and (b) have the power and authority to enter into and perform your obligations under these Terms; (2) all information provided by you to us is truthful, accurate and complete; (3) you will comply with the terms and conditions of these Terms and any other agreement to which you are subject that is related to your use of our Service, your Feedback, or any part thereof; (4) if applicable, you have provided and will maintain accurate and complete information with us, including, without limitation, your legal name, email address, and any other information we may reasonably require; (5) your access to and use of our Service or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (6) you will immediately notify us in the event that you learn or suspect that the contact information you provided to us has been disclosed or otherwise made known to any other person; (7) you will not use our Service in order to gain competitive intelligence about us, our Service, or any product or service offered via our Service or to otherwise compete with us; (8) your User Data does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and constitutes an original work of authorship by you, and (9) (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
5.2. Feedback Representations. In the event you provide any Feedback via our Service, you hereby make the following additional representations and warranties to us: (1) you are owner of such Feedback or otherwise have the right to grant us the licenses or assignments granted pursuant to these Terms; (2) you have secured any and all consents necessary to provide the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.
6. DISCLAIMERS OF WARRANTY
6.1. SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT OUR SERVICE (INCLUDING THE FLUX CAPITAL MATERIALS) WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON OUR SERVICE WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF OUR SERVICE WILL BE CORRECTED, THAT OUR SERVICE AND ANY CONTENT OR INFORMATION FOUND ON OUR SERVICE WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH OUR SERVICE WILL MEET YOUR EXPECTATIONS. FLUX CAPITAL WILL HAVE NO LIABILITY REGARDING ANY LOSS OF DATA.
6.2. CONTENT. ANY CONTENT OR OTHER MATERIALS, INCLUDING THIRD PARTY CONTENT OR MATERIALS, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
6.3. “BETA” FEATURES. IF YOU HAVE BEEN DESIGNATED AS A BETA TESTER FOR OUR SERVICE, THE FOLLOWING APPLIES TO YOU: FROM TIME TO TIME, FLUX CAPITAL MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION AND WITHOUT LIABILITY TO YOU. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
7. SECURITIES DISCLAIMERS
7.1. Securities Disclaimers. No communication by Flux Capital (whether through the Service or any other medium) should be construed or is intended to be a recommendation to purchase, sell or hold any security or otherwise to be accounting, compliance, financial, investment, legal, regulatory or tax advice. Nothing on the Service is intended as an offer to purchase or sell securities or a solicitation of any securities transaction. Investing in securities described in the content on the Service poses risks, including but not limited to the risk of losing some or all of the money you invest. Any securities referenced within the Service are not expected to be publicly traded and therefore are expected to be illiquid unless registered under applicable law or an exemption is relied upon. Flux Capital is under no obligation to seek such registration or exemption and does not anticipate doing so. Any securities referenced within the Service will be subject to restrictions on resale and transfer. Before investing in any securities, you should: (a) conduct your own investigation and analysis; (b) carefully consider the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks described in offering materials; and (c) consult with your own investment, tax, financial and legal advisors. The securities described in the content on the Service are only suitable for accredited investors who understand and are willing and able to accept the high risks associated with private investments. Investing in private placements requires long-term commitments, the ability to afford to lose the entire investment and no need for liquidity (as investments in SPVs will be illiquid and non-transferrable). The Service provides preliminary and general information about such securities and is intended for initial reference purposes only. It does not summarize or compile all the applicable information. The information provided is intended for informational purposes only, is not intended as a promise or indication of future results or performance and does not purport to be complete, and all information is qualified in its entirety by reference to the more detailed terms and conditions contained in the SPV offering documentation. The Service does not constitute an offer to sell or buy any securities. No offer or sale of any securities will occur without the delivery of confidential offering materials and related documents. The information contained herein is qualified by and subject to more detailed information in the applicable offering materials. Flux Capital is not registered as an investment adviser or broker-dealer. Flux Capital does not make any representation or warranty to any prospective investor regarding the legality or suitability of an investment in any securities. By accessing the Service or investing in any SPV securities, you acknowledge and agree that it is solely your responsibility to be aware of and to observe all the applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
ALL INVESTMENTS CONTAIN SOME DEGREE OF RISK, INCLUDING BUT NOT LIMITED TO RISK OF LOSS. LOSS OF PRINCIPAL IS POSSIBLE. PARTICULAR INVESTMENTS MAY NOT BE SUITABLE FOR CERTAIN SITUATIONS. CAREFULLY CONSIDER THE RISKS AND POSSIBLE CONSEQUENCES INVOLVED PRIOR TO MAKING ANY INVESTMENT DECISION. FLUX CAPITAL WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS ASSOCIATED WITH YOUR USE OF OR RELIANCE ON THE SERVICE. NOTHING CONTAINED ON OUR SERVICE CONSTITUTES OR SHOULD BE CONSTRUED AS A SOLICITATION, RECOMMENDATION, ENDORSEMENT OR OFFER BY FLUX CAPITAL OR ANY THIRD PARTY OF ANY PARTICULAR INVESTMENT OPPORTUNITY. ANY INVESTMENTS MADE IN CONNECTION WITH YOUR USE OF THE SERVICE ARE AT YOUR OWN RISK, AND EACH POSSIBLE INVESTOR MUST CONDUCT ITS OWN DUE DILIGENCE WITH RESPECT TO THE POTENTIAL INVESTMENT AND WHETHER IT IS RIGHT FOR THEM.
8. INDEMNITY; LIMITATION OF LIABILITY
8.1. Indemnity. You agree to defend, indemnify, and hold harmless Flux Capital, our affiliates, and all of their officers, members, managers, employees, Service providers, Licensors, and agents (collectively, “Released Parties”) from and against any and all first-party and third-party claims, liabilities, damages, losses, demands, or expenses, including attorney’s fees and costs and expenses, arising out of or in any way connected with: (a) your use of our Service, (b) your violation of these Terms, (c) any User Data you provide through our Service, (d) your violation of any law or the rights of any third party, and (e) your negligence or willful misconduct.
8.2. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ITS OBLIGATIONS UNDER THESE TERMS OR OTHERWISE FOR LOST PROFITS, LOSS OF DATA, WORK STOPPAGE, PERSONAL INJURY, DEATH, OR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH OUR SERVICE, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SERVICE. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS FOR THE USE OF ANY OR ALL PARTS OF OUR SERVICE IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00 USD).
8.3. For California Residents. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST RELEASED PARTIES.
9. DISPUTE RESOLUTION AND GOVERNING LAW, JURISDICTION AND COSTS
9.1. Governing Law. These Terms will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of California without reference to its conflicts or choice of law principles. Any arbitration or court proceeding will take place in the State of California in the County of Los Angeles, and you hereby consent to the exclusive jurisdiction and venue of the state or Federal courts in the State of California in the County of Los Angeles. You irrevocably submit and consent to the personal jurisdiction of such courts.
9.2. Dispute Resolution. You and Flux Capital agree that any and all disputes, claims or controversies arising out of or relating to your use of or access to our Service or Flux Capital Materials, these Terms or the breach, termination, enforcement, interpretation, or validity of these Terms, including the determination of the scope or applicability of these Terms to arbitration (each, a “Dispute”), except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST FLUX CAPITAL. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
9.3. Informal Resolution. To the extent feasible, the parties desire to resolve any disputes regarding these Terms or the Services through discussions and negotiations between each other. The parties agree to attempt to resolve any Disputes by negotiation with the other party (by phone, electronic correspondence, or written correspondence). To provide this opportunity to resolve any Dispute, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Flux Capital should be sent by mail to Flux Capital Fund Management LLC, 254 Chapman Rd, Ste 209, Newark DE 19702. Any Notice sent to you will be sent to the address on file for your account. The Notice must: (i) include your name and account number; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. If we are not able to resolve any Dispute ourselves, you and Flux Capital agree to resolve such Dispute through confidential binding arbitration as set forth below.
9.4. Binding Arbitration. If you and Flux Capital are unable to resolve a Dispute through informal negotiations or in small claims court (as set forth below), either you or Flux Capital may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, and determined by a court rather than an arbitrator. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. While an arbitrator may award declaratory or injunctive relief, the arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in these Terms you and Flux Capital may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
9.5. Confidentiality of Proceedings. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law.
9.6. Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court, rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.
9.7. Opt-Out. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 8 by emailing us at legal@fluxcapital.co. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing that only a court may be used to resolve any Dispute. Opting out will not affect any other aspect of these Terms, or the Service, and will have no effect on any other or future agreements you may reach to arbitrate with us.
9.8. Waiver of Rights. You hereby agree that you understand the consequences of agreeing to binding arbitration under this Section, including giving up any constitutional rights to have the Dispute determined by a court of law or by a jury and any right that you may have under Article 13 of the California State Bar Act to have a trial de novo by a court after nonbinding arbitration of a dispute concerning fees or costs; that discovery of information in arbitration may be limited; and that the arbitration decision will be final and binding, except to the limited extent that judicial review might be available.
10. MISCELLANEOUS
10.1. Term. These Terms are effective upon your acceptance and will continue in full force until terminated by you or us. You may terminate these Terms at any time by immediately discontinuing all access to our Service. Termination or cancellation of these Terms will not affect any right or relief to which we may be entitled at law or in equity. We reserve the right to terminate these Terms at any time and for any reason without prior notice to you. Further, you agree that we will not be liable to you or any third-party for any termination or suspension of your access to our Service or any part thereof.
10.2. Independent Contractors. You understand and expressly agree that you and Flux Capital are independent contractors and not agents or employees of the other party. Neither you nor Flux Capital has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
10.3. Consent to Do Business Electronically. We use and rely upon electronic records and electronic signatures for the execution and delivery of these Terms and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with these Terms and in performing our obligations and exercising our rights under these Terms. Neither you nor Flux Capital will prevent or inhibit in any way the other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.
10.4. Equitable Relief. You agree that breach of the provisions of these Terms would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions of these Terms by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of these Terms.
10.5. Entire Agreement. These Terms and any hyperlinked policies and procedures constitute the entire agreement between you and Flux Capital with respect to the subject matter hereof and supersede all prior agreements, both oral and written, with respect to the subject matter hereof. We may revise and update these Terms from time to time, and will post the updated Agreement to our Service. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THESE TERMS, ANY CHANGES TO THESE TERMS WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to these Terms will not apply retroactively to events that occurred prior to such changes. Your continued use of our Service will constitute your agreement to any new provisions within the revised Agreement.
10.6. Waiver; Severability. Our failure to enforce any provision of these Terms will not be deemed to be a waiver of our right to enforce them. If any term or provision of these Terms will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of these Terms will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of these Terms.
10.7. Assignment. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under these Terms, nor delegate your duties hereunder to any other person, without our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of these Terms. We may assign these Terms or delegate or subcontract our obligations under these Terms at any time.
10.8. Survival. The provisions of these Terms that by their content are intended to survive the expiration or termination of these Terms, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of these Terms, will survive the expiration or termination of these Terms for their full statutory period.
10.9. Contact Us. Submit your question through our support services at admin@fluxcapital.co.