OUR TERMS OF SERVICE

January 2019

To assist you in using our Website and associated services, and to ensure a clear understanding of the relationship arising from your use of our Website and participation in these Services, we have created these terms and conditions of use (“Terms”) and a “Privacy Policy”.

By using the Website, including any subdomain thereof and services offered by ClubDeal.com, you confirm that you have read, understand, and accept these Terms in full. You agree that by using our website and our services you are entering into a legally binding agreement. You are also agreeing to our Privacy Policy statement, which sets out the terms on which we process any personal data we collect from you, or that you provide to us.

The Terms and Privacy Policy apply to any person who accesses and/or uses the Website, including:

  • visitors to our Website, who do not participate in the services provided (“Visitor”), and
  • registered users, including real estate companies and investors, who access and/or use our services (“User” or “Member”), (collectively “you).

We may revise these Terms and Conditions from time to time to comply with law or to meet our changing business requirements. If we do this, we will post the changed Terms on the Website and will indicate at the top of this page the date the Terms were last revised. By continuing to use the Website and Services after we have made any such changes, you understand and agree to be bound by the terms of any such updates and amendments.

The present Terms and Conditions of Use go into effect on 1st January 2019, and apply to all uses of the ClubDeal.com platform thereafter (click here to have access to previous version of these Terms, which govern all uses of the ClubDeal.com platform before that date).

The Website and its content may only be used by individuals or entities in countries where such use is not prohibited under the applicable local laws or regulations. Individuals or entities subject to such limitations are prohibited from using the Website. By using the Website, including any subdomain thereof and services offered by ClubDeal.com, you confirm that you are not subject to any such limitation, whether based on your nationality, place of residence or any other reason.

About us – Services provided

Welcome and thank you for using ClubDeal.com. We’ve crafted the policy below to be as clear and straightforward as possible in order to keep you transparently informed.

The ClubDeal.com technology platform (the “Website”) is operated by ClubDeal, Inc. (“ClubDeal”, or together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors collectively “the Company,”, “ClubDeal”, “we,” or “us”). Our mission is merely to facilitate discussions among real estate companies (the “Issuers”), potential investors (the “Investors”) and others interested in real estate projects (the “Projects”), and the funding of these projects (the “Services”).

Our Services are limited to the promotion of economic opportunities for our members by bringing together Issuers with prospective Investors, and by providing a streamlined process for entering into investments. Using the Website, Investors can inspect investment offers and materials, such as legal documents and due diligence items, allowing them to make informed investment decisions.

Our real estate investment platform functions as follows:

  • an Issuer applies to raise funds for a real estate project it is contemplating;
  • the Issuer provides all required documents for due diligence, and analysis;
  • after evaluation of their plausibility, validated Projects with supporting documentation will be made available to inform prospective Investors who have registered and who present the necessary qualifications to consider an investment in the listed Projects;
  • with all offering materials and closing documents in one place, we then facilitate exchanges between the Issuer and the Investors;
  • if the Investor chooses to make an investment, we help to process this transaction and associated formalities, notably by channelling the funds to an escrow account under the name of the Issuer provided and managed by a third party;after closing, the Issuer provides consistent reporting to the Investors, who can monitor the progress of their

The Company does not recommend, offer or contract any investment. In the case Investors acquire participations, or lend money, the Company does not become a contracting party itself and is not a representative or agent of any of the contracting parties (no powers). The Company does not trade or issue shares or other securities. Participation, loan or purchase contracts are concluded solely between the Issuer and the Investor. The Issuer has the final say as to the acceptance of an Investor with respect to a particular Project.

Registration, personal information and account security

You can browse the Website as a Visitor, without registering for an account.

In order to use many of the Website’s features, whether as Issuer or as Investor, you will need to register and become a Member. Registration is free of charge. It is done by creating a membership account and agreeing to these Terms and Privacy Policy. To register, you must provide us with at least your first name, family name, or company name and place of incorporation, as the case may be, postal address, email address and phone number, as well as a password. All information you provide to us about you has to be accurate, true, complete, non-misleading and current at all times. You will only have one ClubDeal.com account, which must be in your real name. You agree to keep your contact information up to date so that we can provide notices to you.

Registration is limited to persons who have full capacity to contract, and who are at least 18 years old. By using the Services, you warrant that you are able to legally contract in the jurisdiction in which you are located.

Investment is reserved to registered Members who present the necessary qualifications to consider an investment in the listed Projects according to the applicable local legal framework (“Accredited Investors”; see for example SEC Rule 506c of Regulation D). If you wish to use the Services as an Investor, you must meet the legal definition of a “Qualified Investor” or “Accredited Investor” (or equivalent or similar concept) applicable in the country, jurisdiction or state in which you reside, or from which you access the Services. Should you cease to be a “Qualified Investor” or “Accredited Investor” at any time, you agree to immediately notify the Company and to refrain from accessing such restricted portions of the Website and/or Services. The Company strictly applies the FINMA, MiFID or SEC thresholds.

It’s forbidden to impersonate anyone else or choose names that are offensive or that violate anyone’s rights. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account, without prejudice to any other rights we may have. Similarly, the Company reserves the right to delete membership accounts created during incomplete registrations after a reasonable period of time.

To comply with applicable law, we may require each Investor to provide information designed to authenticate and confirm his or her identity, as well as financial qualification information.

You are responsible for all the activity on your account, to choose a strong and secure password, and to ensure that your password remains secret. You agree not to disclose your password to any third party. If you notice unauthorized use of your account, you should report it to: support@ClubDeal.com.

3. Code of conduct

This Website is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam.

You agree that you will:

  • Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
  • Provide accurate information to us and keep it updated;
  • Use your real name on your profile;
  • Use the Services in a professional manner

You agree with the following list of things you are forbidden to do:

  • use the Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
  • 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;
  • act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content;
  • attempt to gain unauthorized access to the Website, the Services, any other ClubDeal.com 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;
  • misrepresent your identity, including but not limited to the use of a pseudonym;
  • 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;
  • 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;
  • download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
  • 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 issued or endorsed by the Company, 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;
  • use the Services for any commercial purpose whatsoever, including without limitation, soliciting other Users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other Users unless expressly authorized by the Company in writing;
  • reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof;
  • contacting any party or User other than as allowed through the Services.

4. Proprietary Rights of the Company

The Company, 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 “Materials”). The Materials do not include User Content (as defined in Section 5). The 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.

The Company hereby grants you a non-exclusive, non-transferrable license to download and print the 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 Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the Materials in any other way, except with our prior written permission. 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 ClubDeal.com Website. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the Materials other than those rights expressly granted in these Terms.

The Company does not permit infringement of intellectual property rights on the Website or Services. Further, the Company will block infringing activities or remove related User Content if we are properly notified that such User Content infringes on another’s intellectual property rights.

5. User content

In these Terms, “User Content” means material (including without limitation text, images, audio material, video material and audio-visual material) that Users submit to this Website, for whatever purpose.

You warrant and represent that your User Content will comply with these Terms. Your User Content must be accurate and complete, must not be illegal, misleading or unlawful, must not infringe any third party’s legal rights, must not constitute negligent advice or contain any negligent statement, must not be in breach of any contractual obligation owed to any person or company, and must not be capable of giving rise to legal action whether against you or the Company or a third party (in each case under any applicable law). You must not submit any User Content to the Website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

The Company reserves the right to edit or remove at any time and without prior warning any material submitted to this Website, or stored on our servers, or hosted or published upon this website.

The Company assumes no liability whatsoever with respect to the information and documents received from Users and displayed on the Website and shall not be liable for any breach of this Section 5 by any User.

The use of User Content is governed by the “Privacy Policy” set out hereafter. As a general principle, User Content submitted by Issuers consisting of information and documents about Projects will be accessible to all Users or Members, while any other data submitted by Issuers will be treated in a confidential way and will not be accessible to other Users or Members. Similarly, any User Content submitted by Investors will be treated in a confidential way and will not be accessible to other Users or Members. However, an Investor’s first name and name will be accessible to other Users or Members, unless he expressly chooses not to disclose them by hiding them (option in the privacy settings). Further, data submitted by Investors may be transmitted to Issuers or third-party payment service providers to the extent necessary to process a transaction. When getting access to User Content of others, Users undertake to use such content only in connection with the evaluation of a Project and for their own investment decision-making process. Further, Users of the Website acknowledge that they do not have any rights to the User Content of other Users.

You grant us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your User Content in any existing or future media.

6. Confidentiality

Information and data marked as “confidential” on the Website (hereafter “Confidential Information”) must be kept confidential. Any Confidential Information may exclusively be used by the User to make an informed investment decision, and the User must keep this information confidential. The User must not relay the Confidential Information to third parties, publish it, or disseminate it in any way. Information that (i) was provided to the User by a third party without the breach of a confidentiality agreement and without any obligation to confidentiality; (ii) is already public or (iii) was released on the Website for the purpose of distribution or publication is not considered confidential information. The Company shall not be liable for any breach of this confidentiality clause by any User with regard to Confidential Information provided by any other User.

7. Third-party links and payment options

As a convenience to you, our Services may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

The provisions of this Section 7 shall notably apply in connection with the use of the third party website(s) to which Investors who have decided to enter into an investment transaction are redirected for the purpose or paying the amount of the investment. The Company is not responsible for issuing refunds for funds that have been collected.

8. Regulation

ClubDeal is only a meeting platform for Investors and Issuers. ClubDeal does not invest in the Projects nor invest on behalf of a third party.

9. Risks warning – no professional advice provided

You use our Services solely at your own risk. The Company does not perform its own due diligence assessment of the Projects displayed on the Website and their Issuers.

Investments in real estate offer great opportunities. However, it is important that you be aware from the start that there is risk involved with any Project. In the worst case, the entire investment amount may be lost. If you are unable to perform your own due diligence, please consult with an attorney or financial advisor prior to making an investment.

Nothing the Company does and nothing on the Website, contained in these Terms, or provided through our Services is intended to operate or be construed as advice (including legal or financial advice), recommendation or solicitation of offer by the Company to enter into a particular investment. The information on the Projects listed on the Website is provided solely by the Issuers. The Company recommends that Investors inform themselves about the legal, economic, and tax-related consequences before investing. If you have any questions regarding your legal rights and legal obligations, you should consult with your own attorney. When committing to an investment in a Project listed on the Website, you represent that you have had a full and fair opportunity to secure the advice of legal counsel, accountants, or other financial advisors. The Company does not endorse any investments and shall not be responsible in any way for any transactions you enter into with other Users. The Company is not a registered broker-dealer or investment advisor and does not conduct any activity that would require such registration.

Investments made through special purpose vehicles and/or in connection with real estate and the like should not be viewed as a liquid investment. The ability of an Investor to sell a participation in a real estate investment will depend on there being a willing buyer for such shares at an acceptable price. Consequently, it is important to keep in mind the long term characteristic of a real term project prior to investing.

You are responsible for paying all taxes associated with your use of the Services.

10. Warranty disclaimer

The Services are provided to you “as is”, “as available” and “when available” without any representation or warranty of any kind, express or implied.

The Company makes no representations and gives no warranties about the quality, safety, morality or legality of any Project or the truth or accuracy of the User Content (as defined above) posted on the Website. The information on the Projects published on the Website is provided solely by the project submitters (Issuers) and the Company does not make any representations, nor does it give any warranties whatsoever with respect to this information. In particular, the Company does not guarantee that this information is correct, accurate, compliant with the applicable law (including information obligations in connection with the issuance of securities, such as the issue prospectus pursuant to Article 652a of the Swiss Code of Obligations), non-misleading, complete or up-to-date. The Company does not oversee the performance or punctuality of Projects. The material on this Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or timelier sources of information. Any reliance on the material on this site is at your own risk.

The Company makes no representations and gives no warranties about the success of Projects published on the Website, their funding in whole or in part, or the return they may yield.

The Company does not guarantee that the Website will function without interruption or errors, or that it will be free of any viruses or any other malwares. Interruptions for necessary maintenance work may occur from time to time. Further, the Company does not guarantee that access to third-party websites or services, including payment services, will be possible at any time without interruption or errors.

11. Limitation on Liability

To the fullest extent permitted by law, in no event will the Company, its directors, employees, partners, representatives, stockholders, suppliers, or content providers be liable for any direct, indirect, incidental, punitive, consequential, special or exemplary damages of any kind (including incurred losses, lost profits and costs of any kind) in connection with, or resulting from, the use of the Services in general and the Website in particular, including but not limited to damages:

  1. resulting from your access and/or use of the Services in general;
  2. resulting from your inability to access or use the Services, such as for example in the event of technical malfunctions or interruptions, or the inability of any other User to access or use the Services;
  3. resulting from the suspension or termination of the Services, for whatever reason this may be;
  4. resulting from viruses or other similar malwares that could be contained on the Website or in the information or documents displayed on the Website;
  5. for data loss or unauthorized access to protected data;
  6. resulting from your use of, or reliance on, information or documents about a Project published on the Website;
  7. resulting from any contract template or other sample provided by the Company (such as subscription forms, investment agreements, loan agreements, shareholders’ agreements);
  8. for any lost profits or loss of your investment, in whole or in part;
  9. resulting from the non-funding or the insufficient funding of a Project;
  10. arising out of, or in connection with, any contract entered into with another party following the use of the Services, such as for example any investment, loan or sale contract;
  11. incurred as the result of any other interactions between you and other Users;
  12. resulting from any use by other Users, whether lawful or not, of your User Content;
  13. resulting from any other breach of the present Terms by any User;
  14. resulting from any unlawful activity of any User;
  15. for cost of procurement or substitute goods or services;
  16. for any conduct or content of other Users or any third party on the Website;
  17. for the performance or non-performance of any third-party payment gateway; or
  18. resulting from, or in connection with, the use of such third-party payment gateway (including, but not limited to, fraud, misuse, abuse, loss of data, stolen data or any similar event).

You agree to defend the Company against, fully indemnify it for, and hold it harmless from, all liabilities, claims, and expenses (including reasonable attorneys’ fees and other legal costs) that arise from or relate to your use or misuse of our Services. You agree to indemnify, defend and hold harmless our Company, our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

12. 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 the Company or its affiliates, and the Company 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 are solely responsible for your interactions with other Users.

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, the Company or its affiliates.

We are under no obligation to become involved in disputes between Users and/or any third party. If you have a dispute with one or more Users, you irrevocably and forever release the Company (and the Company’s affiliates, officers, directors, agents, subsidiaries, partners, stockholders 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. In the event of any dispute, such as an Issuer’s alleged failure to comply with the Terms or alleged failure in fulfillment of a contract, we may provide the Issuer’s contact information to the Investor so that the two parties may resolve their dispute.

13. Termination

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, but without limitation, in the event of a breach of the Terms. We also reserve the right to refuse service to anyone for any reason at any time.

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including, but without limitation, in case of breach of the Terms. Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. Assignment

You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these Terms.

You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these Terms.

Governing law and jurisdiction

We encourage you to contact us if you’re having an issue, before resorting to the courts. By visiting or using the Website and/or the Services, you agree that these Terms (and all other rules, policies, or guidelines incorporated by reference) will be governed by and construed exclusively in accordance with the laws of Switzerland, without giving effect to any principles of conflicts of law. You also agree that any and all disputes arising out of, or in connection with, the use of the Websites and/or the Services, will be subject to the exclusive jurisdiction of the ordinary courts of Geneva, Switzerland.

You agree that the Company and its Services are deemed a passive Website that does not give rise to jurisdiction over the Company or its parents, subsidiaries, affiliates, assigns, employees, agents, directors, officers, or shareholders, either specific or general, in any jurisdiction other than in Switzerland. You agree that any action at law relating to these Terms, or your use or non-use of the Services, shall be filed only in Switzerland. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.

If you are a resident in a jurisdiction that requires a specific statement regarding waiver and release then, as a conditions to these Terms, you hereby waive the applicability of this specific statement, section of law or any similar provision in law, regulation or code.

16. Final provisions

These Terms are personal to you. You can’t assign them, transfer them, or sub-license them unless you get our prior written consent. Save for any separate bilateral written agreement, such as for example a broker agreement between the Company and a Issuer, these Terms constitute the entire agreement between us regarding our Services, and supersede all other communications and proposals (whether oral, written, or electronic) between you and the Company with respect to the Services and govern our future relationship.

If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, then the remainder shall continue in full force and effect.

These Terms and Conditions are issued in English.These Terms and Conditions are also translated in other languages for information purposes. In the case of discrepancies between the versions, the English language version shall govern.

If you disagree with any part of the Terms then you must not use this Website and Services.