THE WALNUT FUND LTD TERMS OF SERVICE
Date of most recent changes: February 10, 2020.
Welcome to www.TheWalnutFund.com Please read these Terms of Service carefully before using the services offered by THEWALNUTFUND LTD, a Belgrade limited liability company (“TheWalnutFund”, “us”, “we”). These Terms of Service set forth the terms and conditions of our relationship and for your (“you”, “user”, “Investor”) use of the TheWalnutFund.com website (the “Site”) and the services, features, content, applications, mobile device applications, apps, offered by TheWalnutFund (collectively, the “Services”).
These Terms of Service between TheWalnutFund and You
Users of our services (“Investors”) may register an account and learn more about potential investment opportunities. I.e. investing in walnut trees.
By completing the registration, you are automatically confirming that you have read these Terms and agree to be bound by them.
Services and our Role
TheWalnutFund provides the Site and the Services for the following purposes: (1) to disseminate information regarding TheWalnutFund’s investment opportunities in connection with its portfolio of going Central and Eastern European agricultural real estate concerns in which TheWalnutFund either already has an ownership stake or seeks to acquire such investment an ownership stake (the “Projects”); and (2) provide such information to potential Investors seeking investments in such businesses. All information provided the Site and/or the Services is strictly for informational purposes only. Nothing contained herein shall constitute an offer to sell to or solicitation of an offer to purchase from any Investor in any jurisdiction. Nothing contained herein is intended to aid in or form the sole basis of any investment decision. Each Investor is expected to perform his/her own full due diligence and ask questions, receive answers, and obtain additional information and conduct their own due diligence review concerning a particular investment. Any investment undertaken must comply with all legal requirements in each jurisdiction in which it purchases, offers, or sells securities.
About Certain Securities Matters
The investment opportunities to purchase securities that may be offered only through the Site and/or Services have not been registered under the Securities Act of 1933 as amended (the “Securities Act”), based upon the reliance on the exemptions from registration provided under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder.
You understand that securities (e.g., units, shares, or other equity instruments comprising opportunities that are made known through the Services) sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site.
To the extent that certain investment summaries and/or overviews made available on or through the Site and/or the Services contain summary information regarding the character of the investment opportunities and/or Projects, as well as their principal business terms, such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package (including but not limited to a private placement memorandum or other offering circular or prospectus) relating to any such investment opportunity.
All potential Investors are strongly encouraged to consult with professional tax, legal and financial advisors before making any investment.
Notwithstanding anything to the contrary in these Terms of Service, in no event shall anything in these Terms of Service be deemed to be a waiver, and TheWalnutFund will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.
You are Responsible for Reviewing Changes to these Terms of Service
These Terms of Service apply to all users of the Site and the Services.
TheWalnutFund may make changes to these Terms of Service from time to time without specifically notifying you.
TheWalnutFund will post the latest Terms of Service on the Site and may post it on TheWalnutFund’s mobile device applications, but it is up to you to review it before using the Site or Services. We will endeavor to provide notices of any changes to these Terms of Service on the Site before those changes are effective. Nonetheless, you are responsible for checking the Site for possible changes to these Terms and for other important information about the Services.
If you continue to use the Site or Services after any of these changes, your continued use will mean that you have accepted any changes to these Terms of Service.
In addition, some services offered through the Site and the Services may be subject to additional terms and conditions specified by TheWalnutFund from time to time and your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
You must be 18 or older to use the TheWalnutFund Site or Services and an Accredited Investor to be an Investor in any Project
You understand that you may not use the Site or the Services where such use is prohibited.
You understand that the Site and the Services are intended solely for users who are eighteen (18) years of age or older.
You represent and warrant that you are 18 or older and that you agree to abide by all of the terms and conditions of these Terms of Service.
Your Registration and Account Security
When you use the Site or the Services you may provide TheWalnutFund certain registration and account information, which TheWalnutFund will rely on to provide you access to the Site and/or Services. The following are your obligations when creating, registering, and maintaining the security and accuracy of your account:
You understand you are responsible for any all activity on your account and for safeguarding all your login information, user names, IDs, logins, passwords, pin numbers or other identification tools (collectively, the “Credentials”) through which you access your account, and any portion of the Site and Services.
You will register your account for your own use and not for the use of another person and you will only create one account for yourself.
You will not assign or transfer your account to anyone without first getting TheWalnutFund’s written consent. Any party or person accessing your account using your account login and password credentials will be deemed an authorized user by us and you will be responsible for their actions as if they were your own.
You will not provide false or misleading information when you register an account.
If TheWalnutFund terminates or disables your account, you may not create another account without first getting TheWalnutFund’s written consent.
You will not use your account in a commercial fashion or manner.
You will keep your contact and other information requested by TheWalnutFund (such as age, address, bank info, Accredited Investor status, etc.) accurate and up-to-date.
It is your responsibility to ensure and protect the confidentiality of your Credentials. You will not share your password, let anyone other than you access your account, or do anything that might compromise the security of your account. We are not liable for any use of the Site or Services by any unauthorized individuals.
If you so notify us, or if we suspect fraudulent or abusive activity, you agree to cooperate with us in any investigation and to use any preventive measures we prescribe.
Use of your Credentials may be immediately terminated by us upon the earlier of termination of your authorization, or prolonged, inactivity, dormancy, or termination of your account or termination of these Terms of Service.
We may rely upon the instructions, consent given and all action taken through your Credentials or account, without verifying the identity or authority of any person accessing the Site or Services.
TheWalnutFund uses third-party services. When using or accessing services offered through third party service providers, you will be subject to terms posted by these service providers. We also reserve the right to use any other third party to perform services of a similar nature top those outlined above, in our sole discretion.
TheWalnutFund May Edit or Modify Anything on
the Site or Services without Notice
TheWalnutFund is committed to delivering a positive user experience and you understand that TheWalnutFund reserves the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or though the Site and the Services in its sole discretion, without notice.
You are Responsible for Accepting Updated Versions of the Site and Services
If TheWalnutFund provides updated versions of the Site and the Services and you do not accept these updated versions, you may not enjoy the most recent content, feature sets, and materials.
If you do not accept updated versions of the Site and Services, TheWalnutFund shall not bear any responsibility or liability for your decision.
You Agree to Let Us Monitor Your Activity on TheWalnutFund Mobile Device Applications and the Site and Services
Because TheWalnutFund wants to continue to improve the Site and the Services for the benefit of you, the user, we may monitor your activity on TheWalnutFund mobile device applications, as well as on the Site and Services.
By using any TheWalnutFund mobile device application or the Site and Services you specifically agree to TheWalnutFund monitoring you in this manner.
You understand, however, TheWalnutFund cannot and does not make any warranties or guarantees that: (i) any TheWalnutFund mobile device applications or the Site and Services, or any component thereof, will be made free from error or inaccuracy as a result of such monitoring or free from unauthorized and/or unacceptable use as a result of such monitoring; (ii) any statements or factual items presented by the Services will be free from error or authenticated; or (iii) TheWalnutFund will take any action in the event of any non-compliance with these Terms.
It Is Your Responsibility to Make Sure these Terms of Service and Your Use of the Site and Services Complies with All Laws Applicable to You
You understand TheWalnutFund may, in its sole discretion, refuse to offer the Site or the Services to any person or entity and change its eligibility criteria at any time.
You are solely responsible for ensuring that these Terms of Service complies with all laws, rules and regulations applicable to you.
You understand that your right to access the Site or Services will be revoked where these Terms of Service or use of the Site or the Services is prohibited and, if that is the case, you agree not to use or access the Site or the Services in any way.
TheWalnutFund May Terminate Your Use of the
Site and/or Services without Reason or Notice to You
While TheWalnutFund respects its users, you agree that TheWalnutFund may terminate your use of the Site and/or the Services and prohibit you from accessing the Site and/or the Services, for any reason, or no reason, and with or without notice.
Electronic Messaging, Notices, and Disclosures
You understand that due to the fact TheWalnutFund and its affiliates (“Affiliates”), operates a significant portion of its business primarily by and through the Internet, it must ask for you to consent to transact business with TheWalnutFund online and electronically and to consent to TheWalnutFund’s request to provide you certain disclosures electronically, either via the Site and/or the Services, or to the email address you provide to TheWalnutFund.
Therefore, you understand, by agreeing to these Terms of Services, you agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including, without limitation, Form 1099 and Form K-1) arising from or relating to your use of the Site and Service, including any securities regarding any Projects you have purchased, and your use of this Service, from us, whether we are acting in the capacity as trustee or otherwise, or TheWalnutFund Affiliates (collectively, the “Electronic Materials”).
You understand that you have the right to make the decision to transact business with TheWalnutFund and its Affiliates electronically. These Terms of Service inform you of your rights concerning Electronic Materials.
Electronic Materials will be provided to you electronically through the Site or via electronic mail to the verified email address you provided. TheWalnutFund may discontinue electronic provision of Electronic Materials at any time in our sole discretion.
You understand that you must keep TheWalnutFund informed of any change in your email or home mailing address so that you can continue to receive all Electronic Materials in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to contact@TheWalnutFund.com. You can contact us generally regarding Electronic Materials via email at contact@TheWalnutFund.com.
In order to access, read, print, and store Electronic Materials, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and attendant email client software; supported Web browsing software (***ARE THERE ANY PARTICULAR REQUIREMENTS YOU HAVE???); and the necessary hardware on which to run this software. If you are accessing the Site and/or the Services, as well as the Electronic Materials via a mobile device (i.e., tablet, smart phone, etc.), in addition to the above requirements you must assure that you have the necessary software on your mobile device that allows you to access, read, print, and store the Electronic Materials.
You understand that the consent that you have provided under these Terms of Services shall remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Electronic Materials relevant to transactions that occurred while you were a User have been made. You may not withdraw such consent as long as you have outstanding any investments or other transactions made by and through the Site and/or the Services. If you have no outstanding investments or other transactions made by and through the Site and/or the Services and wish to withdraw consent to transacting business electronically with TheWalnutFund, TheWalnutFund will terminate your registered user account.
Who Owns What and How You Can Use It
The Copyright to All Content the on the Site and Services Is Owned by the Provider of That Content
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Services (“Copyright Content”) are the property of TheWalnutFund or its content suppliers and are protected under applicable copyrights, trademarks and other proprietary rights.
You may not copy, redistribute, use or publish any part of the Site or the Services, except as allowed by these Terms of Service.
You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Services.
You May Not Use Trademarks Appearing on the Site or Services in an Infringing Manner
You agree that TheWalnutFund, www.TheWalnutFund.com and other TheWalnutFund graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of TheWalnutFund or its affiliates (“Trademark Content”).
TheWalnutFund trademarks and trade dress may not be used in connection with any product or service that is not TheWalnutFund’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits TheWalnutFund.
All other trademarks not owned by TheWalnutFund or its affiliates that may appear on this Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by TheWalnutFund or its affiliates.
You may use the TheWalnutFund Site and Services for Limited, Non-Commercial Purposes
TheWalnutFund grants you a limited license to access and make personal use of the Site and the Services.
TheWalnutFund does not grant you the right to download (other than page caching) or modify the Site and the Services, or any portion of the Site and the Services.
You understand TheWalnutFund does not grant you the right to resell or make commercial use (except as provided herein) of the Site and the Services or their contents; make any derivative use of the Site and the Services or their contents; any downloading or copying of account information for the benefit of a third party, or merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
You understand the Site and the Services or any portion of Site and the Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of TheWalnutFund and our affiliates without express written consent.
You may not use any meta tags or any other “hidden text” utilizing TheWalnutFund’s name or trademarks without the express written consent of TheWalnutFund. Any unauthorized use terminates the permission or license granted by TheWalnutFund.
You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Services.
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of TheWalnutFund so long as the link does not portray TheWalnutFund, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.
You may not use any TheWalnutFund logo or other proprietary graphic or trademark as part of the link without express written permission.
You Agree to Comply with TheWalnutFund’s Conduct Policies When Using the Site or Services
We do our best to keep the Site and the
Services safe and operational, but we cannot guarantee it. We need your help to
do that, which includes the following commitments:
You will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Services or Site except as expressly authorized by TheWalnutFund;
You will not take any action that imposes or may impose (as determined by TheWalnutFund in its sole discretion) an unreasonable or disproportionately large load on TheWalnutFund’s (or its third party providers’) infrastructure;
You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction;
You will not interfere or attempt to interfere with the proper working of the Site and Services or any activities conducted on the Site and Services;
You will not bypass any measures TheWalnutFund may use to prevent or restrict access to the Site and Services (or other accounts, computer systems or networks connected to the Site and Services);
You will not run any form of auto-responder or “spam” on the Site and Services;
You will not use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
You will not harvest or scrape any content or materials from the Site and Services;
You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
You will not threaten, intimidate or harass another user;
You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birth date, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
You will not upload, post, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
You will not upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you, (ii) are taken by you, or (iii) are original content created by you;
You will not otherwise take any action in violation of TheWalnutFund’s guidelines and policies;
You will not threaten, intimidate, or harass another user or any parties on or through the Site or Services;
You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birthdate, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
You will not falsely represent your identity or impersonate a third party, nor will you falsify or mislead third parties regarding your affiliation with any entity;
You are solely responsible for all Submissions from your account. “Submissions” means anything that a user transmits to the Site and/or the Services in the course of using the Site and/or the Services. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of any statement or any other detail contained in the Submissions;
You will not use the Site and Services in any manner or transmit any Submission that: infringes (or results in the infringement of) TheWalnutFund’s or any third party’s intellectual property or other rights; is (or you reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction; or would cause TheWalnutFund to be in violation of any law or regulation, or to infringe any right of any third party;
You will not represent or portray the business or entity as being affiliated with TheWalnutFund in any capacity other than being a user of the Site or Service without TheWalnutFund’s prior written consent.
You use the TheWalnutFund Site and Services at Your Own Risk
TheWalnutFund has no obligation to review any content or material, including computer software, posted to or through the Site and the Services, and cannot therefore be responsible for such material or content.
By operating the Site and the Services, TheWalnutFund does not represent or imply that it endorses any content or material posted there, or that it believes such material to be accurate, useful or non-harmful.
You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
The Site or the Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors.
The Site or the Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated.
TheWalnutFund disclaims any responsibility for any harm resulting from the use by visitors of the Site or the Services, or from viewing or downloading by those visitors of content posted on the Site or the Services.
TheWalnutFund Is Not Responsible for What Happens outside of the Site and Services, Including on Websites the Site or Services Links to our Advertises
TheWalnutFund or its business partners may present advertisements or promotional materials via the Services.
Your dealings with, or participation in promotions of, any third-party advertisers via the Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion.
You agree that TheWalnutFund is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Services.
You understand the Site and the Services may contain (or you may receive from TheWalnutFund, third parties or users) links to other web sites (“Third Party Sites”) or content posted, owned or originating from third parties such as, by way of example only, pictures, designs, photographs, graphics, text, sound, video, information, software, applications and any other content (“Third Party Content”).
You understand and agree that TheWalnutFund is not responsible for, and does not control, Third Party Sites and Third Party Content. You also understand and agree that TheWalnutFund is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such Third Party Sites and Third Party Content.
You acknowledge and agree that TheWalnutFund 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 the use of, or reliance upon, any such content, goods or services available on or through any such Third Party Site or Third Party Content.
TheWalnutFund Does Not Provide Professional Investment Advice
THE SECURITIES OFFERED ON THE SITE AND/OR THE SERVICES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE 506(c) OFFERINGS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERINGS.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SPECIFIC TERMS OF EACH 506(c) OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED THEREIN. PARTICIPATION BY ANY INVESTOR IN ANY 506(c) OFFERING ON THE SITE AND/OR THE SERVICES REQUIRES THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE HIGH RISK AND LACK OF LIQUIDITY INHERENT IN INVESTING IN ACTIVITIES OF THE TYPE IN WHICH THE PROSPECTIVE INVESTOR EXPECTS TO INVEST.
THE SECURITIES OFFERED THROUGH THE SITE AND/OR THE SERVICES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND AS PERMITTED BY THE TERMS AND CONDITIONS SET FORTH IN THE SPECIFIC BORROWER DEPENDENT NOTES OF EACH OFFERING. THERE WILL BE NO PUBLIC MARKET FOR THE RESTRICTED SECURITIES PURCHASED. ACCORDINGLY, INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF ANY INVESTMENT MADE ON OR THROUGH THE SITE AND/OR THE SERVICES FOR AN INDEFINITE PERIOD OF TIME.
NONE OF THE INFORMATION OR PROJECT DETAILS CONTAINED ON THE SITE AND/OR THE SERVICES YOU SHALL CONSTITUTE A RECOMMENDATION, SOLICITATION OR OFFER TO BUY OR SELL ANY SECURITIES OR PROVIDE ANY INVESTMENT ADVICE OR LIKE SERVICE. INVESTMENT OVERVIEWS AND PROJECT DETAILS ON THE SITE MERELY CONTAIN SUMMARIES OF THE PRINCIPAL TERMS OF AN INVESTMENT OPPORTUNITY. ALL SUCH SUMMARIES AND PROJECT DETAILS ARE INTENDED SOLELY FOR INFORMATIONAL PURPOSES AND DO NOT PURPORT TO BE COMPLETE OR ADVISORY. PROJECT DETAILS LISTED ON THE PLATFORM WILL NEVER BE COMPLETE WITHOUT THE ACCOMPANYING INVESTOR DOCUMENT PACKETS, AGREEMENTS, AND OFFERING DISCLOSURES. ALL INFORMATION ON THE SITE HAS BEEN PREPARED BY THE COMPANY WITHOUT ANY PARTICULAR USER’S INVESTMENT PREFERENCES, NEEDS, OR FINANCIAL SITUATION IN MIND. ACCORDINGLY ALL INVESTORS ARE STRONGLY ENCOURAGED TO CONSULT WITH PROFESSIONAL TAX, LEGAL, AND FINANCIAL ADVISORS BEFORE MAKING ANY INVESTMENT.
TheWalnutFund’s Liability Is Limited
TheWalnutFund is not responsible for any Third Party Sites, Third Party Content, or any other content posted on the Site and the Services, whether caused by users of the Site and the Services, TheWalnutFund, third parties or by any of the equipment or programming associated with or utilized in the Site and the Services.
TheWalnutFund is not responsible for the conduct, whether online or offline, of any user of the Site or the Services.
TheWalnutFund assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.
You understand that it is your duty to confirm and verify any information provided on or through the Site and Services, and that you bear the sole risk of relying on any such information, including but not limited to content, third-party content, links, or listings.
TheWalnutFund is not responsible for any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Services or Site, including injury or damage to users or to any other person’s computer, and/or mobile device.
Neither TheWalnutFund nor any of its affiliates, advertisers, promoters or distribution partners shall be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Site or the Services, any content posted on the Site or the Services or transmitted to users, or any interactions between users of the Site or the Services, whether online or offline.
WE TRY TO KEEP THE SITE AND SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE SERVICES IS PROVIDED “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. THE INFORMATION, SITE AND THE SERVICES MAY CONTAIN VIRUSES, BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL THEWALNUTFUND OR ITS MANAGERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, OR THE SITE. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “ABOUT CERTAIN SECURITIES MATTERS”, WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US THROUGH THE SITE/SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE SECTION TITLED, “ABOUT CERTAIN SECURITIES MATTERS”, CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
THEWALNUTFUND’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE FEES, IF ANY, PAID BY YOU TO US FOR THE SERVICE AND USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU EXCEED $50. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF ANY CLAIM OR MATTER RELATES TO MORE THAN ONE PARTY, THIS MAXIMUM LIABILITY WILL BE THE LARGEST AMOUNT PAID BY ANY ONE SUCH PARTY IN THE MOST RECENT PROCESSED TRANSACTION, REGARDLESS OF THE NUMBER, IDENTITY, OR STATUS OF THE CLAIMANTS. WHERE MORE THAN ONE ENTITY OR INDIVIDUAL RELATED TO US IS SUBJECT TO ANY CLAIM OR MATTER, THE RECOVERY OF THE CLAIMANT OR CLAIMANTS WILL BE LIMITED AS A GROUP AS PROVIDED BY THIS PARAGRAPH, AS IF ALL SUBJECTED PARTIES WERE A SINGLE ENTITY.
ANY INFORMATION OR ASSISTANCE ACCESSED OR OBTAINED THROUGH USE OF THE SITE AND/OR SERVICES IS PROVIDED SOLELY FOR EDUCATIONAL OR GENERAL INFORMATIONAL PURPOSES AND IS NOT PROFESSIONAL LEGAL, INVESTMENT, OR ACCOUNTING ADVICE OR COUNSEL. THEWALNUTFUND IS NOT A LEGAL FIRM, ACCOUNTING SERVICES FIRM, OR BANK. YOU SHOULD CONSULT LEGAL COUNSEL TO BETTER UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY INVESTMENT OPPORTUNITY YOU BECOME AWARE OF, WE HEREBY EXPRESSLY DISCLAIM ANY IMPLIED OR EXPRESS WARRANTY AND ANY LIABILITY WITH RESPECT TO ANY SUCH INFORMATION OR ASSISTANCE.
Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (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) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (iii) 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 us to locate the material; (iv) Your address, telephone number, and email address; (v) 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 (vi) 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. Our designated Copyright Agent to receive notifications of claimed infringement is Damjan Radojevic; email: contact@TheWalnutFund.com; fax:. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
You Agree to Indemnify TheWalnutFund
You agree to indemnify, defend, and hold harmless TheWalnutFund, its contractors, licensors, subsidiaries and affiliates and their respective partners, directors, officers, employees and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys’ fees, arising out of or in connection with: (i) your use of the Site and Services, (ii) any user Content, Third Party Content, Third Party Sites and any other content, (iii) your violation of these Terms of Service, or of any law or the rights of any third party, and (iv) your breach of these Terms of Service and/or any breach of your representations and warranties set forth herein; (v) your violation of any local, state or federal law, rule or regulation, (vi) your violation, or alleged violation, of any right of a third party, or (vii) your wrongful, improper, unlawful or unauthorized use of the Services.
Representation and Warranty
You represent and warrant that:
You will use the Site and the Services so not to infringe or misappropriate the intellectual property rights of any third party.
You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms of Service shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules.
You agree any arbitration shall take place in Europe in a country specified by the Walnut fund, in the English language and the arbitral decision is binding. The prevailing party in any action or proceeding to enforce these Terms of Service shall be entitled to costs and attorneys’ fees.
If any part of these Terms of Service is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect.
A waiver by either party of any term or condition of these Terms of Service or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
TheWalnutFund may assign its rights under these Terms of Service without condition.
These Terms of Service will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of these Terms of Service are inserted for convenience only and shall not be deemed to constitute part of these Terms of Service or to affect the construction thereof.
Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND THEWALNUTFUND ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
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