In purchasing securities through a 506(c) Offering, the Company is obligated to verify any participating investor’s status as an accredited investor in accordance with Rule 501 of Regulation D. There are three primary methods the Company may employ to comply with the verification standards. Note – most issuers use third party verification (broker-dealer letter, attorney letter, CPA letter, or a third party speciality services like verifyinvestor.com) to obtain proper and suitable verification. It is possible for the investor to provide bank statements and/or IRS tax forms – however most clients do not want the responsibility of reviewing those types of records and forms.
Investors in the offering will need to provide the Company with verification that meets the standards and form using one or multiple methods as listed below:
Income: The Company may verify an individual’s status as an accredited investor on the basis of income by reviewing copies of any IRS form that reports net income, such as Forms W-2 or 1099 (which are typically filed by an employer or other third party payor), or Forms 1040 filed by the prospective purchaser (with non-relevant information permitted to be redacted). Under this method, the Company must review IRS forms for the two most recent years and obtain a written representation from the prospective purchaser that he or she has a reasonable expectation of attaining the necessary income level for the current year. Where accredited investor status is based on joint income with the person’s spouse, the IRS forms and representation must be provided with respect to both the purchaser and the spouse.
Net Worth: Under this method, the Company will need to review bank or brokerage statements or third-party appraisal reports to verify the purchaser’s assets and a credit report to verify liabilities, in each case dated within the prior three months, and will need to obtain a written representation from the prospective purchaser that all liabilities have been disclosed. Where accredited investor status is based on joint net worth with the person’s spouse, the asset and liability documentation and representation must be provided with respect to both the purchaser and the spouse.
Reliance on Determination by Specified Third Parties to Provide Verification: The Company may satisfy the verification requirement if it obtains a written confirmation from a registered broker-dealer (who the investor has had an account with longer than 6 months), an SEC-registered investment adviser, a licensed attorney, or a certified public accountant that within the prior three months such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor and has determined that the purchaser is an accredited investor. Third party services, such as verifyinvestor.com (managed by an attorney) are also qualified third party providers of verifications.
Proper verification must be submitted with the subscription for securities in order for the Company to verify the investor’s suitability for investment and accept the subscription.
Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000.
By use of this web portal software application (the “portal” or the “software application”), the person creating an account on the portal (the “User”) shall hereby agree to and acknowledge the following Agreement;
Use of the software application in managing certain processes related to the securities offering is provided to the Issuer company executing the securities offering under a license provided by Regulation D Resources Enterprises, Inc. (“RDR”). RDR makes no representations whatsoever regarding the investment opportunity or securities offering whose processes are, in part, being managed through the software application. RDR is not a broker of securities and RDR does not provide or intend to provide any recommendation to purchase securities from the offering.
RDR is not responsible or liable for Issuer content that has been uploaded to the software application. This shall include, but not be limited to; memorandum documentation, subscription agreements, SEC filings, investor statements, supporting materials, and any other information, data, or documents uploaded by the Issuer into the portal. Any statements made by the Issuer on the portal regarding the Issuer company, its operations, or the securities offering is content provided by the Issuer and has not been reviewed, approved, or vetted by RDR.
Transfer of any subscription funds shall occur off-portal and RDR is not responsible or involved in any manner for the tracking or delivery of such funds. Subscription funds shall be delivered directly to the Issuer company from the investor and said funds do not transit through RDR’s software application in any manner. Data and statistics regarding the offering, such as the amount of total subscriptions for the offering, are managed by the Issuer company, and subject to inputs by the Issuer company, and RDR does not track, guarantee or ensure the reliability of such data.
It is the responsibility of the Issuer company to engage in any necessary back-ups of data or documents that may reside on the portal including User uploaded data and documents. RDR is not responsible for any loss of data or documents uploaded onto the software application and portal.
User agrees to receive email notification from the company concerning their account and company activities.
If the User wishes to terminate their account, they can contact the adminsitrator to be removed from the system.
Effective as of the date of account creation on the portal, the User shall indemnify RDR and hold RDR harmless with regard to any damages, losses, obligations (whether known or unknown, or due or to become due or otherwise), judgments, fines, fees, penalties, interest obligations, investment losses, deficiencies, other actual losses (for example, verifiable lost income related to time spent defending such claim or action) and reasonable expenses (including, without limitation amounts paid in settlement, interest, court costs, costs of investigators, reasonable fees and expenses of attorneys, accountants, financial advisors and other experts) incurred or suffered by User in connection with use of the RDR software application or investment in any offering of securities by an Issuer using the software application.
The indemnification contained in this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns (including any direct or indirect successor by purchase, merger, consolidation, liquidation or otherwise to all or substantially all of the business and/or assets of the Company), spouses, heirs and personal and legal representatives.
If this Agreement or any portion hereof shall be found to be invalid on any ground by any court of competent jurisdiction, then the User shall nevertheless indemnify and hold harmless RDR, as to costs, charges and expenses (including court costs and attorneys’ fees), judgments, fines, penalties and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and in any appeal in such action, suit or proceeding, and in any inquiry or investigation that could lead to such an action, suit or proceeding, to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated and to the fullest extent permitted by applicable law.
This Agreement shall be governed by the laws of the State of North Carolina. Any controversy, dispute or claim arising out of or relating to the software services provided by RDR, this Agreement, or the breach thereof, shall be settled exclusively by arbitration administered by the American Arbitration Association. The number of arbitrators shall be three (3) and the place of arbitration shall be Wilmington, North Carolina with North Carolina law applicable for the arbitration process subject to the specific terms of this Dispute Resolution clause.
User hereby agrees to waive any right they may have to pursue legal recourse or legal action against RDR or its Officers, Directors, or Employees, in a court of general jurisdiction regarding any controversy, dispute or claim of negligence arising out of or relating to the software services provided by RDR, any materials that may have been produced for the offering through RDR, consulting provided by RDR, this Agreement, or any claimed breach thereof. User shall relinquish any right to request an alternate venue for arbitration in any other jurisdiction other than Wilmington, North Carolina.
This is to confirm that, in consideration of the covenants and promises contained herein,, the receipt and adequacy of which are hereby agreed as having been tendered and accepted by both parties, including disclosure to the registering party by H&CO, LLC.(the "Company") of certain confidential information and trade secrets of the Company, both hereby agrees that:
1. Definitions. For purposes of this Agreement, "Confidential Information" shall mean the confidential information and trade secrets of the Company including product information, financials, ideas, designs (whether patentable or unpatentable and whether or not reduced to practice), drawings, marketing and sales strategies, customer and client lists or other documents and media, including all copies, extracts, and summaries thereof, and all other records, files, and information in respect of the Company, as well as any other information labeled "Confidential" by the Company or provided to the receiving party by the Company with reference to this Agreement. More specifically, the products and methods defined as confidential in accordance with this agreement include, but are not limited to, a novel chair and/or sofa and means for manufacturing, assembling, and shipping thereof. All documents construed to be confidential under this agreement will be marked as “Confidential” on the first page if bound, and otherwise on every page. In the case of oral or other non-memorialized confidential information disclosed by Company to the receiving party, the Company shall notify the receiving party, in writing, within 30 days of said disclosure. Confidential Information disclosed to the receiving party by the Company, its subsidiaries or agents shall be covered by this Agreement. The Confidential Information excludes, however, any information that (a) has been or is obtained by the receiving party from a source independent of the Company other than by breach of an obligation of confidentiality owed to the Company, (b) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the receiving party or its personnel, (c) is independently developed by the receiving party without reliance in any way on the Confidential Information, or (d) is required to be disclosed by law or regulatory or judicial process.
2. Limited Use. The receiving party acknowledges that it is to be given access to the Confidential Information solely in the course of developing a business plan and preparing certain documents for Company (the "Authorized Use"). The receiving party shall maintain the strictest confidentiality of all Confidential Information and shall not copy, modify, use or permit the use of, or disclose, discuss, communicate or transmit or permit the disclosure, discussion, communication or transmission of, any Confidential Information or any copy, adaptation, transcription, or merged portion thereof without the written consent of the Company to any individual or entity except to the extent necessary to accomplish the Authorized Use; provided, however, that this Section shall not apply to the disclosure of Confidential Information which is compelled by law (including judicial or administrative proceedings and legal process), in which case the receiving party shall promptly give written notice to the Company of any request or requirement for any such Confidential Information. To enable the receiving party to comply with the provisions of this Agreement, the receiving party shall limit its disclosure of the Confidential Information to employees or consultants who have executed appropriate written agreements in substantially the form hereof and whose duties or relationship justify a "need-to-know". The receiving party further acknowledges that it shall be responsible for any breach of this Agreement by any person to whom it discloses any Confidential Information.
3. Proprietary Protection. The Company shall have sole and exclusive ownership of all right, title, and interest in and to the Confidential Information, including ownership of all trade secrets pertaining thereto, subject only to the rights and privileges expressly granted by the Company in writing.
4. Remedies. The receiving party hereby acknowledges that, in the event of an actual or threatened breach by the receiving party of any portion of this Agreement, it may be subject to monetary damages. In the event of suit or other action in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and disbursements. This paragraph shall be construed as an agreement independent of the balance of this Agreement, and no claim or cause of action by the receiving party against the Company, whether predicated on this Agreement or otherwise, shall constitute a defense to the enforcement by the Company of the independent agreement contained in this paragraph.
5. Disclaimer. Except as may otherwise be set forth in a signed, written agreement between parties, the Company makes no representation or warranty as to accuracy, completeness, condition, suitability, or performance of the Confidential Information, and the Company shall have no liability whatsoever to the receiving party resulting from its use of the Confidential Information.
6. Term and Termination. Upon the earlier of the Company's request or the completion of the Authorized Use, the receiving party shall promptly return or destroy all materials containing any Confidential Information and discontinue all further use of the Confidential Information. Upon the Company's request, the receiving party shall promptly certify that such action has been taken.
7. Governing Law. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of Florida, as it applies to a contract executed, delivered, and performed solely in such state.
8. Jurisdiction and Venue. The parties hereto agree that any dispute under this agreement shall be resolved by arbitration, in accordance with the rules of the American Arbitration Association, that arbitration shall be the only forum for such dispute resolution, whether in law or in equity, and that the decision of the arbitrator shall be final, and not subject to review of any kind. The arbitrator shall have the authority to issue equitable orders, including injunctions, in accordance with paragraph 4. above. Any such arbitration shall be held in the State of Florida.
9. Assignment. The receiving party may not sell, transfer, assign, sublicense, or subcontract any right or obligation hereunder without the prior written consent of the Company.
10. Severability. In the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable or otherwise invalid as written, the same shall be enforced and validated to the fullest extent permitted by law. The provisions of this Agreement are severable, and the unenforceability or invalidity of any provision hereof shall not affect the remainder of such provisions.
11. Waiver. The waiver of any term or provision of this agreement by either party shall not constitute a waiver of any other term or provision thereto.
In order to participate in this investment you will need to be an accreditated investor that meets SEC GUIDELINES.
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