Terms Of Use
LAST UPDATED: SEPTEMBER 2023
The FNX Development service and network (collectively, the "Service") are operated by FNX Development, LLC, a California limited liability company located at 23679 Calabasas Road, Suite 337 Calabasas, CA 91302 and its affiliates (collectively, "FNX", "we", or "us"). Our website www.fnxdevelopment.com, including any subdomain thereof (the "Platform"), was designed to help our users and the public at large view information regarding our Service, and to use information, content, messages, products, services, software and databases available via the Platform.
By accessing the Platform, you (the "User" or "you") signify that you have read, understand and agree to be bound by these terms of use ("Terms"), regardless of whether you are a registered member of the Service. In addition to these Terms, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Platform, as well as anyone who has invested in an FNX offering. For any terms herein applicable to all Users, all investors, or business and other entity Users specifically, or where the context otherwise requires, "Users" shall be deemed to include any business or other entity on behalf of which the Platform or Service is accessed by any other User, and "you" shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Platform or Service.
PLEASE REVIEW THESE TERMS CAREFULLY, SPECIFICALLY THE ARBITRATION PROVISION BELOW. THIS AGREEMENT REQUIRES THE PARTIES TO RESOLVE DISPUTES THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS.
Changes to these Terms of Use
We may make changes to these Terms from time to time in our sole discretion. If we do this, we will post the changed Terms on the Platform and will indicate at the top of this page the date the Terms were last revised. You understand and agree that your continued use of the Service or the Platform after we have made any such changes constitutes your acceptance of the new Terms.
All Users: Eligibility, License And Representations
Eligibility: General
This Platform is intended solely for Users who, if they are a natural person, are eighteen (18) years of age or older, and any registration by, use of or access to the Platform by any natural person under 18 is unauthorized, unlicensed and in violation of these Terms. By using the Service or the Platform, you represent and warrant that, if you are a natural person, you are 18 or older and that you agree to and will abide by these Terms in their entirety. If you violate any of these Terms, or otherwise violate an agreement between you and us, FNX may delete your profile and any content or information that you have posted on the Platform and/or prohibit you from using or accessing the Service or the Platform (or any portion, aspect or feature of the Service or the Platform), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under eighteen (18) years of age.
Proprietary Rights in Platform Content; Limited License
All content on the Platform, including but not limited to designs, text, graphics, pictures, video, information (including, without limitation, data aggregated and compiled by us demonstrating real estate trends and financial performance), software, music, sound and other files, and their selection and arrangement (the "Platform Content"), are the proprietary property of FNX with all rights reserved, except the copyright to certain images or videos appearing on the Platform may belong to third-parties and we are using such images as a fair and permissible use and/or with the consent of the copyright holder. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without FNX's prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Platform. Provided that you are eligible for use of the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Platform Content solely for your use in connection with your use of the Platform or Service, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not republish Platform Content on any Internet, Intranet or Extranet Platform or incorporate the information in any other database or compilation, and any other use of the Platform Content is strictly prohibited. Any use of the Platform or the Platform Content other than as specifically authorized herein, without the prior written permission of FNX, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
You may review personal information posted by or relating to other Users on the Platform, but you are not authorized to disclose such information for any purpose. You may not reproduce any personal information. Further, you represent and warrant that: (i) you do not have the ability to match any personal information posted by or relating to other Users to the identity of any individual; (ii) you will not make any attempt to obtain data permitting you to match any personal information posted by or relating to other Users to the identity of any individual; (iii) you will not accept any information from any third party that permits such a match; and (iv) you will make no such match.
Restrictions on Data Collection/Termination
Without our prior consent, you may not:
use any automated means to access this Platform or collect any information from the Platform (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
frame the Platform, utilize framing techniques to enclose any Content or other proprietary information, place popup windows over this Platform's pages, or otherwise affect the display of this Platform's pages; engage in the practices of "screen scraping", "database scraping" or any other activity with the purpose of obtaining content or other information; or
use this Platform in any manner that violates applicable law or that could damage, disable, overburden, or impair this Platform or interfere with any other party's use and enjoyment of this Platform.
We may terminate, disable or throttle your access to, or use of, this Platform and the Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms.
User Representations
You represent, warrant and agree that no materials of any kind submitted through your membership account on the Platform ("Platform Account") or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Service or the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Service or the Platform or for any other purpose. You further agree that you may not use the Service or the Platform in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Platform. In addition, you agree not to use the Service or the Platform to:
upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
except where authorized by FNX, register for more than one Platform Account, register for a Platform Account on behalf of an individual other than yourself, operate a Platform Account on behalf of or for the benefit of any person who is not eligible to register for or operate a Platform Account in their own name, or register for a Platform Account on behalf of any group or entity (other than approved investment accounts opened on behalf of trusts or legal entities for which such person has legal power and authority);
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity;
upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation;
upload, post, transmit, share, store or otherwise make publicly available on the Platform any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes from any User;
upload, post, transmit, share 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; intimidate or harass another User;
upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
use or attempt to use another's Platform Account, service or system without authorization from that person and FNX, or create a false identity on the Service or the Platform;
Use any funds derived or obtained from an illegal activity or source to make any investment in FNX; or
upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of FNX, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose FNX or its Users to any harm or liability of any type.
User Content Posted on the Platform
You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, "post") on or through the Service or the Platform, or transmit to or share with other Users (collectively the "User Content"). You understand and agree that FNX may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of FNX violates these Terms, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting User Content to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to FNX an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Platform at any time. If you choose to remove your User Content, the license granted above will not expire.
You may review personal or business information posted by other Users on the Platform, but you are not authorized to disclose such information for any purpose.
All Users: Consent To Electronic Transactions And Disclosures
Because FNX operates on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our giving you certain disclosures electronically, either via our Platform or to the email address (or other electronic means of communication) you provide to us. By agreeing to the Terms, you explicitly agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099 and Form K-1) arising from or relating to your use of the Platform and Service, including any investment you have made, your use of this Service, (each, a "Disclosure"), whether we are acting in the capacity as issuer, agent or otherwise. The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.
Electronic Communications.
Any Disclosures will be provided to you electronically through our website, our mobile application, should we choose to offer one or via electronic mail to the verified email address you provided or through other electronic means of communication based on information provided by you. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms or Form K-1s provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 or Form K-1 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.
Scope of Consent
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and FNX or between you and another party with whom you transact through the Platform. Your consent will 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 Disclosures relevant to transactions that occurred while you were a User have been made.
Consenting to Do Business Electronically
Before you decide to do business electronically with FNX, you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software Requirements
In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.
Telephone Consumer Protection Act (TCPA) Overview Consent
You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages or push notifications (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Consent to Digital Call Recording
FNX uses technology that records telephone calls for quality assurance, customer service, training and data analysis purposes only. By agreeing to our Terms, you hereby consent to our recording of telephone conversations between you and FNX representatives and you hereby agree that our employees, agents and authorized representatives may listen to a call that has been recorded on our behalf for the purposes set forth above.
To unsubscribe from text messages at any time reply STOP, STOPALL, UNSUBSCRIBE, CANCEL, END or QUIT to any text message you receive from FNX. You consent that following such a request to unsubscribe, you may receive one final text message from FNX confirming your request. Note that unsubscribing from promotional and/or account-related texts will not prevent FNX from sending you text messages for security and authentication purposes.
Additional Mobile Technology Requirements
If you are accessing our Platform and the Disclosures electronically via a mobile device (such as a smartphone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective "app store". If you do not have these capabilities on your mobile device, please access our Platform through a device that provides these capabilities.
Withdrawing Consent
You may not withdraw consent to doing business with us electronically for as long as you have outstanding any investments made through the Platform. If you have no outstanding investments made through the Platform and wish to withdraw consent to doing business electronically, we will terminate your registered Platform Account with us. This does not apply to any marketing or promotional materials.
How to Contact Us regarding Electronic Disclosures
You can contact us here. You may also reach us in writing to us at the following address:
FNX Development, LLC
23679 Calabasas Road, Suite 337
Calabasas, CA 91302
If you are an individual User, you will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change here. You also agree to update your registered residence address and telephone number on the Platform if they change. If you are a business or entity User or are acting on behalf of a business or entity, you will keep us informed of any change to your email address, telephone number and primary business address, as discussed under "Terms Applicable to Business and Other Entity Users" below.
You may print a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Platform.
Securities Matters
Notwithstanding anything to the contrary in these Terms, in no event shall anything in these Terms be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.
The offerings listed on or through the Platform have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, Regulation S Regulation A, and/or Regulation CF. Securities sold through private placements pursuant to Regulation D or Regulation S are restricted and not publicly traded, and are therefore illiquid. Securities sold in Regulation A or Regulation CF offerings remain subject to State securities laws, or so-called "blue sky", restrictions on trading. 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 or trading on this Platform.
Investment overviews and so-called "tombstone" advertisements on the Platform may contain summaries of the principal features or terms of investment opportunities available through the Platform, information about FNX and its track record, the price performance of the affordable housing real estate market and information about select offerings. Such overviews and tombstone advertisements 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 Offering Circular filed with the Securities and Exchange Commission in the case of Regulation A offerings or Regulation CF offerings, the Private Placement Memorandum in the case of Regulation D or Regulation S offerings or other offering materials relating to such investment opportunity. By signing up for a Platform Account and providing FNX with your contact information, you are expressly indicating your interest in receiving such information and shall be deemed to be affirmatively requesting that FNX provide you with information contained in its offering materials relating to FNX and its track record, the price performance of the art market, the price performance of specific artists and information about securities offerings. YOU MUST CAREFULLY REVIEW THE RELEVANT OFFERING CIRCULAR AND OR OTHER OFFERING MATERIALS BEFORE DECIDING TO INVEST. The information contained on the Platform has been prepared by FNX without reference to any particular user's investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
No Investment Advice
You acknowledge that FNX does not provide investment advice or a recommendation of securities or investments.
You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.
Individual Users
Registration Data; Account Security
In consideration of your use of the Platform, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration or subscription forms on the Platform or otherwise requested by FNX (" Individual Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to FNX, to keep it accurate, current and complete; (d) promptly notify FNX regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Platform or Service or the terms on which you use the Platform or Service; and (e) be fully responsible for all use of your Platform Account and for any actions that take place using your Platform Account.
Know Your Customer
You acknowledge that FNX and any third-party crowdfunding partner we may choose will perform Know Your Customer (" KYC") procedures on all subscribers, as required by internal policies and federal and state regulations for financial institutions. You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by FNX. FNX may in its sole and absolute discretion decline to accept any person's request in anything, at any time, with no requirement for any reason or explanation; the parties agree that such decline(s), if any, shall not constitute an opinion, recommendation or investment, legal or tax advice by FNX.
Background Checks
We may perform background checks on subscribers in FNX offerings through third-party service providers. These background checks will seek to confirm whether a subscriber's name and identity matches the identity of anyone listed on a terrorist or criminal database or watch list or is associated with any foreign government. By subscribing for an offering on the FNX Platform you consent to such background checks. With respect to background checks (including, but not limited to data which we obtain from third parties regarding OFAC, FINCEN, PATRIOT Act, criminal history, bankruptcy, etc.), the data and information contained in our investigations is obtained from numerous regulatory, private and public sources and is thought to be reliable. We may have legal obligations under the USA Patriot Act or other applicable laws designed to detect money laundering or other crimes, including obligations to report suspicious activity. We reserve the right to deny any individual the right to access investment products that are otherwise available on our Platform for any reason, including, without limitation, as a result of information obtained inconnection with background checks and whether or not such information is accurate, truthful or complete.
Payment Processing
(a) FNX does not process payments directly, but instead utilizes third-party partners to process payment transactions on behalf of Users through the appropriate bank, credit card or debit card network, as applicable. When a User chooses to use the Service to make an investment in a FNX issuer, the User hereby consents to any appropriately licensed third party agent appointed by FNX facilitating and/or processing payments made or received through the Service, including, without limitation, the consent to access, charge or debit a payor's credit card, debit card, bank account or other payment mechanism (but only upon receipt of instructions to do so from User and only for the purposes and within the limits of such instructions); (b) Each User acknowledges and agrees that a payment transaction made through the Service is a transaction between Users wishing to invest in an FNX offering and those offering such investment and not with FNX. FNX is not a party to any payment transaction related to any such investment and FNX is not a buyer or seller in connection with any such investment transaction; (c) Users may only use the Service to process a payment transaction for investment in a FNX offering through a legitimate, bona fide sale of such product or service. Users may not use the Service to purchase any illegal goods or services or for any other underlying illegal transaction; and (d) Unless held in escrow in accordance with the terms governing an investment by the User, as agreed between the User and FNX at the time of investment, all payment transactions processed through the Service are non-refundable to a User by FNX and are non-reversible by a User through the Service. Users may have additional refund or charge-back rights under the agreement a User has with the issuer of the User's payment instrument (i.e. its credit or debit card agreement or bank) or applicable state and federal laws. User should review its periodic statement received from the issuer of its payment instrument, which will reflect all purchase transactions through the Service.
Other Applicable Fees
FNX and applicable offerings may carry fees related to management of assets. If there are any fees, these will be detailed in the offering documentation.
Terms Applicable To Entity Users
Eligibility: Entity Users
Access to the Platform for Users that are entities, including trusts, or persons acting on behalf of such entities, is intended solely for authorized representatives of entities that are in good standing in each jurisdiction in which they are registered to conduct business and persons otherwise authorized by such entities to act in furtherance of the their use of the Platform or Service. By using the Service or the Platform on behalf of an entity, you represent and warrant that you are duly authorized in accordance with the foregoing by the entity on behalf of which you are acting, that you have the power and authority to enter into binding agreements on behalf of the entity or in the capacity in which you are acting, and that the entity is in good standing in each jurisdiction in which it is registered to conduct business to the best of your knowledge. Furthermore, you confirm that you agree to all of the terms and conditions of these Terms individually and on behalf of such entity, and represent and warrant that you and such entity will abide by all of the terms and conditions of these Terms. If you, the entity, any other person acting on behalf of the entity or trust violate any of these Terms, or otherwise violate an agreement between the entity (or, if applicable, any guarantor) and FNX, FNX may terminate the entity's membership, delete any associated profile and any content or information posted on the Platform in connection with the entity's membership and/or prohibit you, such entity and any other person acting on the entity's behalf from using or accessing the Service or the Platform (or any portion, aspect or feature of the Service or the Platform), at any time in its sole discretion, with or without notice.
Business Registration Data; Account Security
In consideration of your use of the Platform and the Service on behalf of an entity member, you, individually and on behalf of such entity, agree to: (a) provide accurate, current and complete information about the entity, yourself and any other principals and/or authorized representatives of the entity member as may be prompted by any registration forms on the Platform or otherwise requested by FNX ("Business Registration Data"), including the entity's full legal name; (b) provide such materials as FNX may request to establish and/or verify your or any other person's identity or authority to enter into binding agreements on behalf of the entity, or to establish and/or verify the entity's legal existence, good standing in any jurisdiction and eligibility to use the Platform or Service; (c) maintain the security of any password and identification issued for use by or on behalf of the entity; (d) maintain and promptly update the Business Registration Data, and any other information provided to FNX by you or anyone else acting on behalf of the entity, to keep it accurate, current and complete; (e) promptly notify FNX regarding any material changes to information or circumstances impacting the entity's legal existence, good standing in any jurisdiction in which the entity is authorized to conduct business, or eligibility for continued use of the Platform or any Service; and (f) be fully responsible for all use of any Platform Accounts opened on behalf of the entity and for any actions that take place using such Platform Account.
Additional Representations: Entity Users
In addition to the User Representations set forth above under "User Representations", which you hereby confirm on behalf of the entity member, you further agree, both individually and on behalf of the entity, not to use the Service or the Platform to:
register for multiple Platform Accounts on behalf of the same entity; operate or otherwise utilize a Platform Account opened in the name of an entity for the benefit of any persons other than that entity;
operate or otherwise utilize a Platform Account opened in the name of an entity for any purpose prohibited by law or regulation, any activity which that entity is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the entity and FNX or our affiliates;
operate a Platform Account on behalf of any entity with regard to which you are not an authorized person with the power to enter into binding agreements on behalf of the entity;
communicate with any other User regarding the entity, or its business operations, other than anonymously and publicly via the Platform, or upload, post, transmit, share or otherwise make available any information or informational material identifying the entity or its business operations (other than Business Registration Data provided to FNX or other information requested by FNX or otherwise necessary for your use of the Platform or Service); and
upload, post, transmit, share, store or otherwise make publicly available on the Platform any private information regarding the entity, including, without limitation, addresses, phone numbers, email addresses, tax identification numbers and credit, or any personal information regarding persons associated with the business or entity (other than Business Registration Data provided to FNX).
Furthermore, you represent and warrant and agree, both individually and on behalf of the entity, that:
all email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes; and
you will not represent or portray the business or entity as being affiliated with FNX in any capacity other than being a User of the Platform or Service without FNX's prior written consent.
Scope of License to Use
For Users that are entities, or persons acting on behalf of entities, the limited license to access and use the Platform granted above shall be deemed granted to the entity member and to those authorized representatives of the entity for whom Business Registration Data has been provided to FNX while acting on behalf of the entity member in their official capacities. Any access to or use of the Platform by persons who are not authorized representatives of the entity, including but not limited to any representative for whom Business Registration Data has not been provided, voids this license and shall constitute a violation of these Terms. Furthermore, this license is revocable by us at any time with regard to the entity member and/or any person acting on such entity's behalf without notice and with or without cause.
Intellectual Property Matters
Trademarks
"FNX" and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of FNX in the U.S. and/or other countries. FNX trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of FNX.
Copyright Complaints
If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement:
General Counsel
Full Address of Designated Agent to Which Notification should be Sent:
FNX Development, LLC
23679 Calabasas Road, Suite 337
Calabasas, CA 91302
Telephone Number of Designated Agent:
(310)-494-0022
E-Mail Address of Designated Agent:
support@fnx.com
To meet the notice requirements under the Digital Millennium Copyright Act ("DMCA"), the notification must be a written communication that includes the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Platform are covered by a single notification, a representative list of such works at that Platform;
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;
Information reasonably sufficient to permit us 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;
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
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.
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, FNX has adopted a policy of terminating, in appropriate circumstances and at FNX's sole discretion, the memberships of members who are deemed to be repeat infringers. FNX may also at its sole discretion limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform or the Service ("Submissions"), provided by you to FNX are non-confidential and shall become the sole property of FNX. FNX shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Miscellaneous Terms
Links to Other Web Platforms and Content
The Platform contains (or you may be sent through the Platform or the Services) links to other web Platforms ("Third Party Platforms"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the "Third Party Content"). Such Third Party Platforms and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Platforms accessed through the Platform or any Third Party Content posted on the Platform, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Platforms or the Third Party Content. Inclusion of or linking to any Third Party Platform or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third Party Platforms, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Platform to which you navigate from the Platform.
User Disputes
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
Privacy
Please review FNX's Privacy Policy. By using the Platform or the Service, you are consenting to have your personal data transferred to and processed in the United States. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes.
Disclaimers
FNX does not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any User Content or Third Party Content. FNX is not responsible for the conduct, whether online or offline, of any User of the Platform or Service. FNX cannot guarantee and does not promise any specific results from use of the Platform and/or the Service.
The Platform and the Service may be temporarily unavailable from time to time for maintenance or other reasons. FNX 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. FNX is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Platform or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will FNX be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Platform or the Service, any User Content or Third Party Content posted on or through the Platform or the Service or transmitted to Users, or any interactions between Users of the Platform, whether online or offline.
FNX reserves the right to change any and all content contained in the Platform and any Services offered through the Platform at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by FNX.
Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, "SECURITIES MATTERS", IN NO EVENT WILL FNX OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE PLATFORM OR THE SERVICE OR ANY OF THE PLATFORM CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM, EVEN IF FNX IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, "SECURITIES MATTERS", TO THE EXTENT PERMITTED BY APPLICABLE LAW FNX’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FNX FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE, EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, "SECURITIES MATTERS", WILL FNX’S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO FNX FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM FNX, REGARDLESS OF THE CAUSE OF ACTION.
IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE SECTION TITLED, "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.
Governing Law; Venue and Jurisdiction
By visiting or using the Platform and/or the Service, you agree that the laws of the State of California, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. By agreeing to the Terms and using the Platform and the Service, you agree to agree to the binding arbitration provisions set forth in these Terms below. To the extent that any Claim (as that term is defined below) is not subject to arbitration under the agreement below, you and FNX agree to submit to personal jurisdiction in the Federal courts located in Los Angeles for all purposes, and you agree to waive any jurisdictional, venue, or inconvenient forum objection(s) to such court. Both parties agree that, in any such proceeding and to the maximum extent permitted by law, they are waiving the right to trial by jury.
Arbitration
Either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration. The arbitration shall be conducted in Los Angeles, California. As used in this provision, " Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and FNX (or officers, directors, employees, contractors, managers, members, affiliates, parents, subsidiaries, or other persons claiming through or connected with FNX), on the other hand, in any way relating to or arising out of your relationship with FNX, including the Platform, the Services, these Terms and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including the validity or enforceability of this arbitration provision, provided that this provision shall not apply to any Claims arising under Federal securities laws. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this arbitration provision is to be given the broadest possible interpretation that is enforceable.
The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or JAMS. Claims shall be resolved using the AAA Commercial Arbitration Rules (in the event of an arbitration before the AAA) or the JAMS Comprehensive Arbitration Rules & Procedures (in the event of an arbitration before JAMS). Likewise, the arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this arbitration provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this arbitration provision, this arbitration provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.
If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorney's fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
Within thirty (30) days of a final award by the arbitrator, a party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, an opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this arbitration provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the "FAA"), and may be entered as a judgment in any court of competent jurisdiction.
We agree not to invoke our right to arbitrate an individual Claim that you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending and jurisdiction is proper only in that court. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.
Unless otherwise provided in these Terms or consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not: (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; or (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this provision, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this agreement in this paragraph only shall be determined exclusively by a court and not by the administrator or any arbitrator.
This arbitration provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this arbitration provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
This arbitration provision shall survive: (i) suspension, termination, revocation, closure, or amendments to these Terms and the relationship of the parties; (ii) the bankruptcy or insolvency of any party hereto or other party; and (iii) any transfer of any securities, to any other party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions of this arbitration provision shall nevertheless remain valid and in force. If arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings included herein are finally adjudicated to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this arbitration provision.
If any provision of these Terms conflicts with a provision contained in any subscription agreement, share transfer agreement or similar agreement to which you and FNX are party, the terms of such other agreement shall control and shall be deemed to supercede the provisions of these Terms.
Notwithstanding anything set forth in these Terms, either FNX or you may apply to any court of competent jurisdiction for injunctive relief without breach of the mandatory arbitration provisions set forth above.
THE PARTIES ACKNOWLEDGE THAT THEY MAY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT UPON ELECTION OF ARBITRATION BY ANY PARTY. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT, THE SHARES OR ANY OTHER AGREEMENTS RELATED THERETO. THIS WAIVER OF THE RIGHT TO A JURY TRIAL DOES NOT APPLY TO ANY CLAIMS MADE UNDER THE FEDERAL SECURITIES LAWS.
Indemnity
You agree to indemnify and hold FNX, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, members, managers, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your User Content, any Third Party Content you post or share on or through the Platform, your use of the Service or the Platform, your conduct in connection with the Service or the Platform or with other Users of the Service or the Platform, or any violation of these Terms or of any law or the rights of any third party. The previous sentence shall not apply to any extent to Users while acting as an investor or while registering as an investor in connection with their: (i) posting of User Content; or (ii) use of the Platform or Service.
No Waiver
The failure of FNX to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Contact Us
If you have any questions about this policy, the practices of this Platform, or your dealings with this Platform, please contact us here.
You may also contact us by phone at or by mail at:
FNX Development, LLC
23679 Calabasas Road, Suite 337
Calabasas, CA 91302
310-494-0022