By accessing and using this Website (the “Site”) or using any Service (defined below) of this Site, you acknowledge, accept and agree to all of our Terms and Conditions of Usage embodied in this Terms & Use Policy, including all terms, conditions and privacy policies (the “Privacy Policies”), accessed elsewhere on this Site, and otherwise contained on or referenced in this Site (“Terms”). If you do not agree to these Terms, you are not authorized to access and use this Site. You also acknowledge and agree that we may modify these Terms at any time, in our sole and absolute discretion; that all modifications to these Terms will be effective immediately upon our posting of the modifications on this Site; and that you will review these Terms each time you access this Site, so that you are aware of and agree to any and all modifications made to these Terms. You also acknowledge and agree that, unless we specifically indicate otherwise, these Terms only apply to this Site and our other online activities and that the Terms do not apply to any of our offline activities. For purposes of these Terms, Prometheum means Prometheum, Inc., a Delaware corporation, and any subsidiaries or affiliates thereof and “we” and “us” likewise means Prometheum and such subsidiaries and affiliates. The Site shall mean the website of Prometheum available to the general public and located at Prometheum.com, and selected other domains [such as -add such domains, if any]. All terms and conditions of the Privacy Policies are deemed incorporated by reference herein and made a part hereof.
The Site [and mobile application thereto, contemplated in the near future] (collectively, the “Service”) may include or may make available certain content (the “Content”). Content relates to the Service and includes, without limitation: (1) account positions, balances, transactions, confirmations, and order history; (2) general news and information, commentary, research reports, material and data, educational material and information and data concerning the financial markets, crypto currency markets, derivative markets, securities and other subjects; (3) market data such as quotations for securities transactions and/or last sale information for completed securities transactions reported in accordance with federal securities regulations; (4) financial and investment interactive tools, such as alerts or calculators and similar devices; (5) tax preparation, bill payment and account management tools; (6) company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by Promethium ; and (7) any other products information, content, services, or software available on, or accessible through, the Site.
Content is provided exclusively for personal and non-commercial access and use. No part of the Service or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise or otherwise, without Prometheum’s express prior written consent. These Terms are in addition to any other agreements between you and Prometheum, including any customer, brokerage or account agreements and any other agreements that govern your use of information, software, products, goods, services, content, tools, and data provided by Prometheum.
The fact that Prometheum has made or may make Content available on, or accessible through, the Site does not constitute a representation by Prometheum that any such Content is suitable or appropriate for you. Prometheum is not soliciting any action based on the Content. The Content is not to be construed as a recommendation or an offer to buy or sell, or the solicitation of an offer to buy or sell, or to enter into any transaction in respect of, any security, financial product, derivative or other instrument. All Content contained herein is obtained by Prometheum from sources generally believed by Prometheum to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, neither Prometheum nor any affiliates are responsible in any manner whatsoever for any inaccuracies, errors or omissions. ALL INFORMATION AND CONTENT IS PROVIDED ON AN “AS IS WHERE IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) OF ANY KIND. Prometheum makes no representation or warranty and disclaims all express, implied, and statutory warranties of any kind or nature whatsoever to any user, including warranties as to accuracy, timeliness, completeness, merchantability, or fitness for any particular purpose. Prometheum does not undertake to advise you of changes in any of the Content, and you should note the date of publication of each component of the Content. You acknowledge that: (a) the Site is provided for informational purposes only; (b) the Site may include information taken from third-party sources, such as media outlets; and (c) any reliance on any portion of the Content shall be at your sole risk. The Content may not be used for any illicit or illegal purpose or in any manner inconsistent with the Terms. The Content may not be used in any manner that would subject Prometheum to any registration or regulatory requirements or supervision in any jurisdiction or country. You may not display any Content in any way that creates a misimpression or likelihood of confusion that such Content is from any source other than Prometheum. Unless due to their willful misconduct or gross negligence, Prometheum and its affiliates, employees, officers and representatives shall not have any liability in tort, contract, or otherwise (and, as permitted by law, product liability), to any user and/or any third party. None of Prometheum, its affiliates, employees, officers, directors or representatives shall, under any circumstance, be liable to any user (and/or any third party) for any lost profits or lost opportunity, indirect, special, consequential, incidental, or punitive damages whatsoever, even if Prometheum has been advised of the possibility of such damages.
The content of the Site is not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. For the avoidance of doubt and in addition to the foregoing, Prometheum is not offering any tax advice of any kind or nature whatsoever and users should consult their own tax advisors with respect to any tax planning or tax based decisions.
Prometheum assumes no responsibility for, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing the Site or your downloading of any materials, data, text, images, video, or audio from the Site. Prometheum does not guarantee that any content or information provided on the Site is true, correct, complete, current or viable and makes no representations or warranties with respect thereto.
Eligibility for Use of the Services
The Service is only available to individuals who are at least eighteen years old. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete. If you are accessing the Site and/or using the Services on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms.
User Profile Registration
You may access the Site generally and/or browse generally without registering with the Site. You must complete the registration process by providing us with current, complete and accurate information (such information constitutes your “Profile”). You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your Profile. You will also choose a password and a user name. Prometheum reserves the right in its sole and absolute discretion to refuse registration of or cancel a User Name, and/or domain name. You are solely responsible for maintaining the confidentiality of your password and Profile. You agree to notify Prometheum immediately in writing of any unauthorized use of your Profile or any other breach of security. You will not share your password, let anyone else access your Profile, or do anything else that might jeopardize the security of your Profile. You will not transfer your Profile to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Prometheum and other Users by any use of your Profile, either authorized or unauthorized.
You agree that your Profile will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Profile. Although the Site may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any offering posted on the Site. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Site or the Services does not create such a relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the investment opportunities posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations.
Prometheum hosts two types of offerings, made under Regulation A and Regulation D which are Regulation Crowdfunding offerings.
Regulation A – These securities offerings are available to U.S. investors who are “accredited investors” as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) as well as non-accredited investors subject to certain investment limitations as set forth in Regulation A, as amended , under the Securities Act (popularly known as “Reg A+”).
Regulation D – These securities offerings are only available to U.S. investors who are “accredited investors” as defined by Rule 501 of Regulation D under the Securities Act and are made under Rule 506(c) of Regulation D.
Regulation Crowdfunding – These securities offerings are available to U.S. accredited and non-accredited investors subject to certain investment limitations as set forth under Regulation Crowdfunding under the Securities Act.
Before you can invest in any of the securities offerings on the Site, you must register with the Site and (for Regulation A or Regulation D offerings) qualify either as an Accredited Investor or represent that you will meet the investment thresholds under Tier 2 of Reg A+ for Qualified Purchasers. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth, in addition to Know-Your-Customer and Anti Money Laundering checks, to verify that you are qualified to invest in offerings posted on this Site. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Site for purposes of subscribing to securities offerings as an Accredited Investor, you represent and warrant that you come within at least one of the following categories:
- a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
- Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a business in which all the equity owners are Accredited Investors; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
By registering with the Site for purposes of subscribing to Regulation A securities offerings as a non-accredited investor, you represent and warrant that your investment in any Reg A+ offering posted on this site will not exceed the greater of 10% of your annual income or 10% of your net worth (excluding the value of your primary residence). YOU MUST MEET ONE OF THE ABOVE CRITERIA. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide Prometheum with notice in writing.
The securities offered on the Site are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with those investments, including the risk of complete loss of your investment. Securities sold pursuant to Regulation D through Prometheum are not publicly traded and, therefore, are illiquid unless registered with the SEC. Securities will be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Reg A+ under Title IV of the JOBS Act and Regulation D. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. Users must read each Issuer’s offering memorandum and transaction documents for more information and discuss any questions with each Issuer directly prior to investing. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has rated the offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and Issuers on the Site in connection with an offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an Issuer in selling the securities might not be available and substantial liability to such Issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
Prometheum’s wholly-owned subsidiary, Prometheum Ember ATS (“PEATS”) receives compensation calculated by reference to the purchase or sale of securities through the Site, receives fixed fees in cash and/or securities of an issuer for services provided for live offerings and through other revenue generating events. Prometheum does not currently charge fees for companies that are “testing the waters” but may apply fees in the future. PEATS is a registered broker-dealer and does not offer investment advice or advise on the raising of capital through securities offerings. Prometheum does not recommend or otherwise suggest that any investor make an investment in a particular offering.
Securities Prices/Trading Data/No Investment Advice
Prometheum reserves all rights to the Prometheum ATS securities prices, if any, that it makes available to you through the Site. You understand and acknowledge that those Prometheum ATS securities prices are intended to provide you with a reference point only, rather than as a basis for making trading decisions. Prometheum does not guarantee that data, and shall not be liable for any loss due either to its negligence or to any cause beyond its reasonable control. Any redistribution of that data is strictly prohibited.
Prometheum provides self-directed investors with access to the Prometheum ATS Platform and its services, and does not make recommendations or offer investment advice of any kind or nature whatsoever. You are solely responsible for evaluating the merits and risks associated with the use of any Content provided through the Service, before making any decisions, or taking any actions, based on such Content. You agree not to hold Prometheum liable for any possible claim for damages arising from any decision that you make based on the Content or other information made available to you through the Service. Past performance data should not be construed as indicative of future results.
You will not hold Prometheum liable in any way for (a) any inaccuracy of, error or delay in, or omission of the Content; or (b) any loss or damage arising from or occasioned by (i) any error or delay in the transmission of such Content; (ii) interruption in any such Content due either to any negligent act or omission by any party that has been subject to, or impacted by, any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, act of terrorism, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), or (iii) to any other cause beyond the reasonable control of Prometheum , or (iv) non-performance.
By accessing the Site, users agree to indemnify and hold harmless Prometheum and its affiliates as well as their respective officers, directors, agents, partners, employees, licensors, distributors, and representatives of Prometheum and its affiliates , from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to access and/or use of, or interaction with the Content, or any act, error, or omission of use of accounts , in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of any copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any applicable law.
You agree, in your individual capacity and on behalf of any other person for whom that you are an authorized representative, that Prometheum may send communications to you via your mailing address, email, telephone or facsimile number that you have provided. You agree to notify us of any changes in your address or contact details. Prometheum may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually executed such documents. The use of electronic versions of documents fully satisfies any requirement that such document be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such executed documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes or modifications to the Terms and agree not to contest the admissibility or enforceability of the Site’s electronically stored copy of these Terms in any proceeding arising out of these Terms.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery will not impact your consent. By written notice to Prometheum, you may revoke your consent to electronic delivery of communications and receive a hard copy/paper version at your election. Upon receipt of such written notice, Prometheum shall have a reasonable period to effect such a change and Prometheum may charge you a fee for sending such hard copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with internet access, an email address and the availability to download, save and print communications so as to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
You represent and warrant that all information that you provide to Prometheum, whether through the Site or otherwise, is accurate, complete, current and truthful. You acknowledge and agree that Prometheum and its agents are entitled to rely upon the information that you provide as true, accurate and complete. Prometheum reserves the right to terminate your usage of the Site if any information provided at any time proves to be inaccurate, not current or incomplete.
You are prohibited from posting or transmitting any material on or through the Site that, in Prometheum’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane, or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, engender an issue with a regulator or otherwise violate any law. Prometheum will fully cooperate with any law enforcement authorities or court order requesting or directing Prometheum to disclose the identity of anyone posting or disseminating such information or materials.
You agree that any information that you transmit to the Site or to Prometheum in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, investment strategies, proposed innovations, website addresses or links to other websites/ articles is non-confidential and non-proprietary and can be used by Prometheum for any purpose whatsoever. Prometheum is free to use any idea, concept, or technique contained in any communication to the Site for any purpose without any obligation to the sender of that communication.
You agree, as a result of your communications disseminated through the Site or otherwise, not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security, or maintenance of the Site or the rights of use and enjoyment of the Site by any other person or entity in any manner. We reserve all of our rights with regard to damages and losses resulting from such actions.
Trademarks and Service Marks
Prometheum owns all Marks, including registered and common-law trademarks, service marks, domain names and trade dress protected by trademark laws in the United States and other countries. Marks used herein, whether or not appearing in large print, italics or with the trademark/service mark symbol, are trademarks or service marks of Prometheum, its subsidiaries and affiliates, unless otherwise noted. The use or misuse of these Marks or any other content or materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law and/or other relevant laws. Please be advised that Prometheum actively and aggressively enforces its intellectual property rights to the fullest extent of the law.
You acknowledge that Prometheum is the sole owner of Marks. You agree that you will not use any Marks for any purpose without the prior express written consent of Prometheum.
With regard to intellectual property rights, Prometheum grants users a limited, non-exclusive,and non-transferable license to view, copy and transmit Content on the Site for personal and non-commercial purposes, which license may be revoked at any time by Prometheum in its sole and absolute discretion.
Prometheum may, at any time, revise these Terms by updating this document without any prior notice, consent or other such condition. You agree to be bound by subsequent revisions and agree to review these Terms periodically for changes. The most updated version of this document will be available for your review under the “Prometheum Terms and Conditions” link that appears on the Prometheum website.
You agree that, without notice, Prometheum may terminate these Terms, or suspend your access to the Service or the Content, with or without cause, at any time and upon immediate effectiveness. These Terms will terminate immediately with regard to you, without notice from Prometheum, if you, in Prometheum’s sole and absolute discretion, fail to comply with any provision of these Terms. Prometheum shall not be liable to you or any third party for the termination or suspension of the Service or the Content, or any claims related to such termination or suspension. Prometheum may discontinue or modify the Content, or any portion thereof, at any time. You release and agree to indemnify and hold harmless Prometheum for any loss or damages arising from or relating to such discontinuation or modification (in addition to, and not in limitation of, all of your indemnity obligations above).
Other Applicable Policies
Laws and Applicable Jurisdiction
You acknowledge and agree that your access to, and use of, this Site is subject to all applicable international, federal, state and local laws and regulations. The terms, conditions and policies contained in these Terms will be governed by and construed in accordance with the laws of the State of New York, without regard to any principles of conflicts of law. You acknowledge and agree that any legal action, whether at law or in equity, arising out of, or relating to, these Terms will be filed only in the state or federal courts located in New York City; that you irrevocably consent and submit to the exclusive personal jurisdiction of those courts for the purpose of litigating any such action; and that you will irrevocably waive any jurisdictional, venue or inconvenient forum objections to such court. The failure of Prometheum to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any clause of these Terms declared invalid shall be deemed severable and shall not affect the validity or enforceability of the remainder. These Terms, and each provision thereof, may only be amended, or waived with regard to a specific user in a writing signed by Prometheum.