All INVESTMENTS AND ANY SECURITIES ON THE WEBSITE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES AS FURTHER DESCRIBED IN THE APPROPRIATE DOCUMENTATION. READ ALL DOCUMENTATION CAREFULLY.
THE PURCHASE OF THE INVESTMENTS AND ANY SECURITIES ON THE WEBSITE INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.
This Terms and Conditions of Use Agreement (“Agreement”) governs your use of the website at www.energyfunders.com (the “Website”) and the services owned and operated by EnergyFunders (collectively with the Website, the “Service”) offered by Energy Funders, LLC and those of its parents, subsidiaries, and affiliates (collectively “EnergyFunders”, “we”, or “us”). In consideration of your use of the Website, you agree to be legally bound by this Agreement and its terms and conditions for use of the Website and Services. This Agreement applies to all users of the Website or Service, including operators (“Operators”) and investors, including Accredited Investors, as defined by SEC Regulation D Rule 501 (“Investors”), who in any way use the Website or Service provided by EnergyFunders (in each case, a “User” or “you”).
EnergyFunders reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve, or correct the information, materials, and descriptions on the Website and to suspend and/or deny access to the Website for any reason. The information and materials on the Website may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and EnergyFunders does not undertake any obligation or responsibility to update or amend any such information. EnergyFunders may discontinue or change any product or service described in or offered on the EnergyFunders Website at any time. EnergyFunders further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Website at any time and for any reason. You agree that EnergyFunders and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension, or discontinuance.
Accessing the Website and Account Security
We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for:
- Making all arrangements necessary for you to have access to the Website.
If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
Intellectual Property Rights
The EnergyFunders logo is a trademark and service mark of EnergyFunders. EnergyFunders or its licensors own and retain all proprietary rights in the Website, the Service and all material and information posted thereon (“Content”). The Website contains the copyrighted material, trademarks and other proprietary information of EnergyFunders and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of EnergyFunders. You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
In addition, to the extent you receive information from EnergyFunders, Operators, or other Investors with respect to any investment activity on the Website, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Operator or Investor. You agree that EnergyFunders may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of EnergyFunders, its users, or the public.
By using and accessing EnergyFunders, you agree to keep all information you learn about Operators, Investors, drilling projects, funds, and investment opportunities on the Website private and confidential.
The Service is available only to Accredited Investors who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EnergyFunders may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If you are using the Website on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify EnergyFunders for violations of this Agreement.
An entity affiliated with EnergyFunders acts as a venture capital advisor to one or more funds available on the Website. Fund listings on this Website are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. EnergyFunders’s fund offerings will target the drilling and development of oil and gas resources, which are inherently risky, may lose value, dependent on commodity prices and external factors, subject to operational or production problems or contingencies, and have no guarantee of success, among many risk factors associated with the fund offerings. Investing in private investments requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers, as defined by SEC Regulation D Rule 501. Currently and generally, (1) entities must have assets of at least $5 million (or all individual owners must meet accredited investor tests), and/or (2) individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the reasonable expectation of the same income level in the current year. The complete definition of the term “accredited investor” under federal securities law, as defined in Rule 501 of SEC Regulation D, is currently available at https://www.sec.gov/answers/accred.htm
The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Website do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
None of the information contained in the publicly available portions of the Website constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Website has been prepared by persons not familiar with a particular User’s requirements or situation and without reference to any particular User’s investment requirements or financial situation. The information and services provided on the Website 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 or where EnergyFunders is not authorized to provide such information or services. Some products and services described in the Website may not be available in all jurisdictions or to all Users.
Our Services and certain pages of the Website are available only to Investors who have been authorized by us to access those Services and web pages on the Website. Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening and/or identification verification. Only users of EnergyFunders with a valid User ID and password are authorized to access such services and web pages.
Unauthorized use of the Website and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You agree that you will not engage in any activities related to the Website that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. EnergyFunders reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at firstname.lastname@example.org.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates, service providers, and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not EnergyFunders, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
You, and not EnergyFunders, are responsible for any User Contributions you post on the Website.
These content standards (“Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must comply with all applicable laws and regulations and must not: (a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination; (c) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (d) promote any illegal activity; (e) misrepresent your identity or affiliation; (f) involve commercial activities, such as contests, sweepstakes and other sales promotions, barter or advertising; or (g) give the impression that they are posted or endorsed by EnergyFunders or any other person or entity, if this is not the case.
Use of Links
Third Party Content
Certain portions of the Website may contain third party content and may provide links to webpages and content of third parties (collectively “Third Party Content”). EnergyFunders does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that EnergyFunders is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.
If you believe that any material on the Website violates this Agreement or your intellectual property rights, please notify EnergyFunders as soon as possible by sending an email to email@example.com, with substantially the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) an identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) an identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We reserve the right to remove Content or User Contributions alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, EnergyFunders will also terminate a User’s account if the user is determined to be a repeat infringer.
Modifications of Agreement
You may use the Website only for lawful purposes and in accordance with this Agreement. You agree not to use the Website:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with this Agreement.
- To transmit, or procure the sending of, any advertising or promotional material [without our prior written consent], including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
- To impersonate or attempt to impersonate EnergyFunders, an EnergyFunders employee, another User or any other person or entity (including, without limitation, by using e-mail addresses or accounts associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm EnergyFunders or users of the Website or expose them to liability.
Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Website.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
Termination and enforcement
EnergyFunders may terminate your access to all or any part of the Website and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Website. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
We additionally have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
EnergyFunders has no special relationship with or fiduciary duty to you. You acknowledge that EnergyFunders has no control over, and no duty to take any action regarding: which users gains access to the Website; what Content you access via the Website; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EnergyFunders from all liability for you having acquired or not acquired Content through the Website. EnergyFunders makes no representations concerning any Content contained in or accessed through the Website, and EnergyFunders will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website or the Service.
EnergyFunders neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Website.
EnergyFunders makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Website or any website linked to the Website. EnergyFunders will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EnergyFunders’ equipment, transmitted over networks accessed by the Website, or otherwise connected with your use of the Service.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, AND ENERGYFUNDERS EXPRESSLY DISCLAIMS, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS WEBSITE AND WEBSITE-RELATED SERVICES. NEITHER ENERGYFUNDERS NOR ANY PERSON ASSOCIATED WITH ENERGYFUNDERS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER ENERGYFUNDERS NOR ANYONE ASSOCIATED WITH ENERGYFUNDERS REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
EnergyFunders makes no representation or warranty, express or implied, with respect to any third party data provided to EnergyFunders or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. EnergyFunders will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by EnergyFunders or “force majeure” or any other cause beyond the control of EnergyFunders.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
Electronic Communication Privacy Act Notice (18 U.S.C. §§ 2701-2711): EnergyFunders makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Website or any website linked to the Website. EnergyFunders will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EnergyFunders’ equipment, transmitted over networks accessed by the Website, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless EnergyFunders, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Website, Service, Content or otherwise from your User Contributions, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. EnergyFunders reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EnergyFunders in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL ENERGYFUNDERS, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Time to File cCims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Governing Law; Arbitration
This Agreement and all aspects of the Website and Service shall be governed by and construed in accordance with the internal laws of the United States and the State of Texas governing contracts entered into and to be fully performed in Houston, Texas, without regard to conflict of law’s provisions, regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Harris County, Texas, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Harris County, Texas.
You acknowledge that the rights granted and obligations made hereunder to EnergyFunders are of a unique and irreplaceable nature, the loss of which shall irreparably harm EnergyFunders and which cannot be replaced by monetary damages alone so that EnergyFunders shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
Unless otherwise agreed in writing by User and EnergyFunders, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its Code of Procedure. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against EnergyFunders only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Waiver, Integration, and Severability
This Agreement is the entire agreement between you and EnergyFunders with respect to the Service and use of the Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EnergyFunders with respect to the Website. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Third Party Payment Sevices
EnergyFunders uses a third party service provider for payment services (e.g. electronic check processing, Automated Clearing House (ACH) payments, merchant settlement, and related services). By making use of some or all of these payment services on EnergyFunders you agree to be bound by its terms and conditions and hereby consent and authorize us to delegate the authorizations and share the information you provide to us with our third party service provider(s) to the extent required to provide the payment services to you.