Changes to the Terms
Your use of the Website and the Services is governed by the then-current version of the Terms in effect on the date of such use. Planwell Loans may, at its sole discretion, modify the Terms and/or other policies and procedures governing the Service at any time without notice or liability by posting the modified Terms, policies or procedures to the Website and revising the “Updated” date. Your continued use of the Services after modified Terms have been posted or otherwise provided to you constitutes your agreement to be bound by the then-current Terms.
Certain Reserved Rights
You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended ) any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. By way of example, and not as a limitation, you agree that you may not:
use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party’s use and enjoyment of the Services;
attempt to gain unauthorized access to the Website, the Services, any other Planwell Loans website or service, or the computer systems or networks connected to the Services through hacking, password mining or any other means;
create user accounts by automated means or under false or fraudulent pretenses;
transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
upload, post, email or transmit, or otherwise make available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content;
upload, post, email or transmit, or otherwise make available through the Services any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
upload, post, email or transmit, or otherwise make available through the Services any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, the Terms;
download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about its Users for any unauthorized purpose;
submit content that falsely expresses or implies that such content is sponsored or endorsed by Planwell Loans, any of its affiliates or any third parties;
promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
share with or disclose to anyone any information obtained through the Services about any investment offerings;
or contacting any party or User other than as allowed through the Services.
The securities offered on this Website, except where otherwise indicated, may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any securities offerings on the Website, you must register with the Platform and qualify as an “Accredited Investor”, except where otherwise indicated. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an accredited investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Platform for purposes of subscribing to securities offerings as an Accredited Investor, you represent and warrant that you come within at least one of the following categories:
a natural person who has individual net worth,
or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
a bank, insurance company, registered investment company, business development company, or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
a charitable organization, corporation, or partnership with assets exceeding $5 million;
a business in which all the equity owners are accredited investors; or
a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
YOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING POSTED ON PLANWELL LAONS AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide the Planwell Loans with such information in writing.
Planwell Loans, its affiliates, and its licensors own all right, title and interest in the Website and the Services, including but not limited to (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel” organization, compilation of the content, code, and data, and (ii) all content on the Website, including, without limitation, all articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “Planwell Loans Materials”). The Planwell Loans Materials do not include User Content (as defined below). The Planwell Loans Materials are protected by copyright, trademark, patent, trade secret, and other intellectual property laws and proprietary rights. You agree to comply with all applicable laws by not copying or using proprietary content, except as allowed by these Terms or by written consent of the owner of the proprietary rights. Planwell Loans hereby grants you a non-exclusive, non-transferable license to download and print the Planwell Loans Materials for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of the Planwell Loans Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the Planwell Loans Materials in any other way, except with the prior written permission of Planwell Loans. You agree that you will not develop or assist anyone else with developing a website or materials that are substantially similar to or based in substantial part on the Planwell Loans Materials. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the Planwell Loans Materials other than those rights expressly granted in these Terms.
You and other users may submit, post, transmit and share comments or materials on or through the Website (“User Content “). You are solely responsible for User Content that you post, transmit, or share on or through the Website, as well as for any actions taken by Planwell Loans or other Users as a result of your User Content. You agree and understand that you may be exposed to User Content posted by others that is inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that Planwell Loans makes no representations or warranties regarding User Content and is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to User Content. You hereby waive any legal or equitable rights or remedies you have or may have against Planwell Loans with respect to User Content posted by you or others. Planwell Loans has no obligation to monitor, review, control, or guarantee the accuracy or confidentiality of User Content. However, Planwell Loans reserves the right at all times (but will not have an obligation) to remove or edit any User Content in its sole discretion, with or without notice. Without limiting the generality of the preceding sentence, Planwell Loans complies with the Digital Millennium Copyright Act, and will remove User Content from the Services upon receipt of a compliant takedown notice, as further described below. You represent and warrant that all information that you provide to Planwell Loans or through the Website is accurate, complete and truthful. Planwell Loans and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You retain all right, title, and interest in your User Content. By posting, transmitting, or sharing your User Content on or through the Website, you hereby (i) grant to Planwell Loans and its affiliates, sublicensees, partners, designees, and assignees, a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit your User Content and derivatives thereof for any purpose and in any media form, and (ii) grant to other Website users a non-exclusive license to access or otherwise use your User Content for personal or commercial use. You hereby affirm, represent, and warrant that: (i) you either own the User Content or have the necessary licenses, rights, consents, and permissions to grant the rights and license set forth herein, and (ii) the User Content or any use of the User Content pursuant to this Agreement, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any intellectual property or proprietary right; (b) violate any applicable laws, rules, or regulation (including, without limitation, United States federal and state securities laws); or (c) require Planwell Laons to obtain a license from or pay fees or royalties to any third party.
If you provide Planwell Loans with any comments, bug reports, feedback, or proposed modifications for the Services (“Feedback”), Planwell Loans shall have the right to use the Feedback at its discretion, including, but not limited to the incorporation of suggested changes into the Services. You hereby grant Planwell Loans a perpetual, irrevocable, nonexclusive license to incorporate and use your Feedback for any purpose.
The Website may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Planwell Loans of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall Planwell Loans be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. When you access Linked Sites, you do so at your own risk, and subject to the Linked Site’s terms and policies.
Planwell Loans may terminate these Terms and your right to use the Services at any time and for any reason without notice. Upon termination or expiration of these Terms, Planwell Loans may remove and discard any Planwell Loans Materials or User Content, and such materials and content may no longer be accessible by you. Planwell Loans will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party. You agree that Planwell Loans will not be liable to you or any third party for any such termination except as described in these Terms. Upon termination or expiration of these Terms, any provision, which, by its nature or express terms should survive, will survive such termination or expiration.
Securities Products; No Professional Advice Provided
The securities offered on the Website are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. None of the information contained on the Website or provided through the Services constitutes a recommendation, solicitation or offer by Planwell Loans, its affiliates or third-parties to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. All information contained in the Services has been prepared without reference to any particular User’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where Planwell Loans is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services and all content, services and features available through the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON PLANWELL LAONS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. PLANWELL LOANS DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT PLANWELL LAONS AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Featuring of or posting on the Website of any OFFERING does not constitute endorsement by Planwell Loans or representation of the quality of any potential investment in such offering. Planwell Loans does not endorse any Issuer or any underlying assets. The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. Issuers represent and warrant that each offering is structured to qualify as an exempt investment entity under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of exemptive provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Website and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Website and issuers posting offerings on the Website in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer in selling the securities might not be available and substantial liability to such issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION. Planwell Loans receives no commission or transaction-based compensation in connection with the purchase or sale of securities through the Website but may receive fixed fees for services. Planwell Loans is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. Planwell Loans does not recommend or otherwise suggest that any investor make an investment in a particular offering, or that any Issuer offer securities to a particular Investor. Planwell Loans takes no part in the negotiation or execution of transactions for the purchase or sale of securities, and at no time has possession of or access to funds or securities. Planwell Loans cannot guarantee that Issuers posting offerings on the Website will use the proceeds of any offering in accordance with the stated purpose. Users acknowledge and agree that Planwell Loans makes no representation, warranty or assurance that the offering posted on the Website are made in accordance with Federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein.
User Interactions and Disagreements
The Services may allow you to interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other Users are not affiliated with or controlled by Planwell Loans or its affiliates, and Planwell Loans cannot influence the investments, information, advice or services provided by them. Your interaction with other Users is solely between you and such other Users. YOU AGREE THAT PLANWELL LAONS AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Furthermore, if you provide any investments, information, advice or services to other Users through the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Planwell Loans or its affiliates. If you have a dispute with one or more Users, you irrevocably and forever release Planwell Loans (and Planwell Loans affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
THE SERVICES, THE WEBSITE, THE PLANWELL LAONS MATERIALS, USER CONTENT, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WHEN AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PLANWELL LAONS DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE WITH LAWS, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE FOREGOING, PLANWELL LAONS MAKES NO REPRESENTATION OR WARRANTY (A) WITH RESPECT TO THE MERITS AND RISKS OF ANY TRANSACTIONS MADE BY OR THROUGH THE WEBSITE OR THE SERVICES, OR (B) THAT USE OF THE SERVICES AND WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Without limiting the generality of the foregoing, Planwell Loans makes no warranty or representation as to the completeness or accuracy of the information provided on the Website, nor as to any Issuer’s compliance with the Investment Company Act, the Investment Advisers Act or the Securities Act. To the maximum extent permissible under law, Planwell Loans assumes no liability or responsibility for any errors or omissions in the content of the Website. Planwell Loans does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Website, and has not performed any investigation into such information. Planwell Loans shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Website is at your sole risk. Planwell Loans is entitled to rely upon the information provided by its Users. You acknowledge and agree that Planwell Loans does not provide any representation, warranty or assurance that the offering on the Website are made in accordance with state and/or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each issuer, and not the Website, is responsible for ensuring that any securities offering is done in accordance with state, federal law and regulation promulgated by the SEC and Financial Industry Regulatory Authority. We make no representation or warranties regarding the legality or compliance of any offering. Planwell Loans has not reviewed all of the links provided on the Website and is not responsible for the content of any off-Website pages. Clicking on hyperlinks and visiting any off-Website pages is solely done at your own risk. All representations and warranties made by a Portfolio Company to an issuer pursuant to the securities offering are hereby incorporated by reference.
To the fullest extent permissible by law, you agree to defend, indemnify, and hold Planwell Loans and its directors, officers, employees, and agents harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, “Damages”) to the extent that Damages result directly or indirectly from your use of the Services or the Website. Planwell Loans reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Planwell Loans in the defense of any such claim, action, settlement or compromise negotiations, as requested by Planwell Loans.
Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL PLANWELL LAONS OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR THE WEBSITE, EVEN IF PLANWELL LAONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT PLANWELL LAONS HAS OFFERED ITS SERVICES AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PLANWELL LAONS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PLANWELL LAONS. PLANWELL LAONS WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Planwell Loans 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 Website or your downloading of any materials, data, text, images, video, or audio from the Website. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above).
Except as explicitly stated otherwise, legal notices to Planwell Loans should be emailed to help@Planwell Loans.com. Legal notices to you will be provided either to the email or mail address you provide to Planwell Loans during the account registration process or posted on the Website. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice will be deemed given three days after the date of mailing or posting on the Website, as applicable. You agree that all notices and other communications that Planwell Loans provides to you electronically (by email or by posting on the Website) satisfies any legal requirement that such notice or communication be in writing.
Digital Millennium Copyright Act Compliance
If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Services infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Planwell Loans Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
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 on the Services are covered by a single notification, a representative list of such works;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit Planwell Loans to locate the material;
Information reasonably sufficient to permit Planwell Loans to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
A statement that you have 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 you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Pursuant to Section 512(c)(2) of the Copyright Act, Planwell Loans designates the following agent to receive notifications of claimed infringement: Planwell Loans, Inc. 98 San Jacinto Blvd, 4th Floor, Austin, TX, 78701; help@Planwell Loans.com. For the avoidance of doubt, only DMCA notices should go to Planwell Loans Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
In the event of any claim, controversy or alleged dispute between you and Planwell Loans, its members or affiliates , you hereby agree to attempt in good faith to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence arbitration, which, unless the parties agree otherwise in writing, will be administered by and in accordance with the rules of the Arbitration Service of Portland, Inc. The place of arbitration will be Multnomah County, Oregon. The award rendered by the arbitrator will be final and binding, and judgment may be entered on the award in any court having jurisdiction. The parties may endeavor to resolve disputes by mediation at any time as they may agree, provided, however, that resolution of disputes by mediation is not required prior to initiating resolution of disputes by arbitration. Notwithstanding anything to the contrary in this paragraph, Planwell Loans may seek injunctive relief in any court having jurisdiction. In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Planwell Loans. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis. Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Planwell Loans, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Planwell Loans’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Multnomah County, Oregon, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Multnomah County, Oregon. Each party hereby waives any claim that such venue is improper or inconvenient.
Choice of Law
If you are located outside of the United States, you use or access the Website solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Planwell Loans makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. The content, material and information contained on the Website does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Website can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Website does not constitute an offer or solicitation to sell securities referred to on this Website, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. This Website is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Website that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
The Terms (including the documents and instruments referred to in the Terms) constitute the entire agreement and understanding of the parties with respect to the subject matter of the Terms, and supersede all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.
Neither party will be responsible for failure to perform any obligation under this Agreement due to causes beyond the reasonable control of such party, including but not limited to strikes, lockouts, riots, epidemics, war, government regulation, fire, flood, natural disasters, Acts of God, or inadequacies of equipment, or other cause beyond the reasonable control of such party.
If any provision of the Terms is found unenforceable, that provision will be deemed to be modified to the extent necessary to make it enforceable, while preserving its intent. If any provision of the Terms is nonetheless held unenforceable in any jurisdiction, the provision will be enforced to the maximum extent permissible in that jurisdiction, and the enforceability of the Terms in any other jurisdiction and of the remaining provisions in that jurisdiction will not be affected. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Website periodically for changes and modifications and agree not to contest the admissibility or enforceability the Website’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Planwell Loans shall have a reasonable period to effect such a change and Planwell Loans may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
Waiver and Integration
Planwell Loans Disclosure
IMPORTANT DISCLAIMERS AND DISCLOSURES
You are viewing the website for Planwell Loans, Inc., a Delaware corporation established in 2013 (“Planwell Loans”). Planwell Loans maintains a commercial real estate investor technology platform through which companies that own, manage and develop commercial real estate, known as “sponsors” ( “Sponsors”), offer investment opportunities to qualified investors.
Planwell Loans is not a registered broker-dealer or investment advisor and no communication from Planwell Loans through the website or otherwise is intended to be or should be construed as investment, tax, financial, accounting or legal advice. Planwell Loans Advisors, LLC, a Delaware limited liability company established in 2018 and wholly-owned by Planwell Loans (“Planwell Loans Advisors”), is an investment advisor registered with the Securities and Exchange Commission. Registration of an investment advisor does not imply any certain level of skill or training. Planwell Loans Advisors only provides investment advice to individual investors pursuant to a written advisory agreement.
Federal law (the Gramm-Leach-Bliley Act, or “GLBA”) requires us to tell you how we collect, share, and protect your personal information. Please click here to learn more about how we treat your personal information under GLBA.
Investment opportunities posted on the Planwell Loans website can be accessed by investors via three means: 1) direct investing via an online marketplace (the “Marketplace”); 2) opening a Private Managed Account with Planwell Loans Advisor; and 3) investing in a vehicle managed by an affiliate of Planwell Loans.
Planwell Loans does not endorse any of the opportunities that appear on the Marketplace, nor does Planwell Loans make any recommendations regarding the appropriateness of particular opportunities for any investor. Use of the Marketplace does not constitute an offer by Planwell Loans to sell, solicit or make an offer to buy any security and Planwell Loans does not give or offer any financial advice, investment advice, tax or legal advice to anyone using the Marketplace or in the general information available to the public on the website.
Information on the website (including information regarding targeted returns or investment performance) relating to specific investments has been provided by the Sponsor of the applicable investment opportunity and is subject to change. Although Planwell Loans believes any such information to be reliable, it makes no representations or warranties as to the accuracy or completeness of such information and accepts no liability therefor. Forward-looking statements, hypothetical information or calculations, financial estimates and targeted returns are inherently uncertain. Such information should not be used as a primary basis for an investor’s decision to invest. Investment opportunities on the Marketplace are speculative and involve substantial risk. You should not invest unless you can sustain the risk of loss of capital, including the risk of total loss of capital. Planwell Loans recommends that you consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.
Planwell Loans Advisors Private Managed Accounts
Planwell Loans Advisors has been in business since 2018. Planwell Loans Advisors does not provide investment advice to the Marketplace or Marketplace investors generally. Planwell Loans Advisors provides investment advice to individual investors only pursuant to a written advisory agreement. Information on Planwell Loans Advisors’ products and services can be viewed here. You can review Planwell Loans Advisor’s Form ADV here.
Nothing posted or shown on the Marketplace or the website should in any way be construed to represent an indication of or imply future performance of any product or service of Planwell Loans Advisors. No testimonial or reference to Planwell Loans or the Marketplace should in any way be construed to represent an endorsement of Planwell Loans Advisors’ products or services.
Planwell Loans Vehicles
Planwell Loans Blended Portfolio I, LLC (“CSBP”), a Delaware series limited liability company, was established in 2018 to allow investors to access numerous Marketplace opportunities with one investment. CSBP is managed by Planwell Loans Investments, LLC (“Planwell Loans Investments”), a Delaware limited liability company established in 2018 and wholly-owned by Planwell Loans. Information on CSBP can be found here.
Planwell Loans Opportunity Zone Portfolio, LLC (“CS QOF”), a Delaware limited liability company, was formed in 2019 as a solution to meet investor demand for Opportunity Zone offerings in a diversified vehicle. CS QOF is managed by Planwell Loans Advisors. Information on CS QOF can be found here.
Planwell Loans Opportunistic Fund I, LLC (the “Opportunistic Fund”), a Delaware limited liability company, was formed in 2020 with the aim of providing investors the ability to capitalize on discounted and otherwise distressed assets typically accessible only to institutions. The Opportunistic Fund is managed by Planwell Loans Advisors. Information on the Opportunistic Fund can be found here.
If you choose to invest in an investment made available on the Marketplace (including Planwell Loans vehicles), you will be required to execute various documentation regarding the investments (the “Investment Documents”). In all events, the commercial transactions which are the subject of the Investment Documents will be governed by such Investment Documents and not these terms, and in the event of any conflict between the terms of the Investment Documents and these terms, the Investment Documents will control. We reserve the right to reject, cancel, interrupt, remove or suspend any investment offered on the Marketplace and are not liable for any damages as a result of any of these actions. Our policy is generally not to comment on the reasons for any of these actions, if taken.
Direct and indirect purchase of real property involves significant risks, including without limitation market risks, risk related to sale of land and risks specific to a given property. The securities offerings posted on the Marketplace (including Planwell Loans vehicles) are speculative. Marketplace investments are NOT insured by the FDIC or by any other Federal Government Agency, are NOT Bank deposits, are NOT guaranteed by Planwell Loans , and MAY lose value. Neither the information nor any opinion expressed on any Planwell Loans webpages, including without limitation, the Marketplace, shall be construed as an offer to buy, or the solicitation of an offer to sell, any securities. Investments can and do lose money and you should be prepared to lose your entire investment in any investment made available on the Marketplace (including Planwell Loans vehicles). Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or reviewed the accuracy or completeness of any of the information or materials posted on the website. Neither Planwell Loans nor any of its directors, officers, employees, representatives, affiliates or agents shall have any liability whatsoever arising, for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication, of the materials and communication herein or the or that the valuation of any securities offering is appropriate. Prior performance and/or results are not indicative of future performance. Any performance information, including “forward looking statements”, is for informational purposes only and should not be relied upon as a basis for investment. Investors must make their own determination of whether or not to make any investment, based on their own independent evaluation of the investment and their risk tolerance. Furthermore, investors should consult their tax advisors regarding the consequences of any investment.
Articles or information from third-party media outside of this domain may discuss Planwell Loans , but Planwell Loans does not approve and is not responsible for any such content. Hyperlinks to third-party sites, or reproduction of third-party articles, do not constitute an approval or endorsement by Planwell Loans of the linked or reproduced content. Furthermore Planwell Loans uses “partner affiliates” (i.e., bloggers) to market the Marketplace. Such partner affiliates are generally compensated a fixed amount for each investor that registers on the marketplace as an accredited investor. Such compensation creates an incentive for partner affiliates to direct investors to the Marketplace.