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Terms of Service

Welcome to InvestAmericas.com (the “Site” or “InvestAmericas”). The Site is owned by the Inter-American Investment Corporation (together with our directors, employees and agents, “we” or the “IIC”). These Terms of Service, together with any documents they expressly incorporate by reference (collectively, these "Terms of Service" or “Terms”), constitute an agreement between you and the IIC (this “agreement”) and govern your access to and use of InvestAmericas, including any content (“Content”), applications, functionality and services offered on or through the Site (collectively, the “Service”). The Site’s goal is to provide a medium where enterprises and sophisticated investors can meet and incentivize the development of small and medium size companies in Colombia, Costa Rica, Trinidad and Tobago and Uruguay (the “Participating Countries”).

InvestAmericas is a by-invitation-only online platform. Users of the Site may open an account as (i) an “Enterprise” or “SME” (companies domiciled in one or more of the Participating Countries looking for potential investors), (ii) an “Investor”(who must be either Accredited Investors or Non-US Investors), (iii) a “Third Party Services Provider” (companies domiciled in one or more of the Participating Countries who provide services to Investors or Enterprises during the due diligence (“Due Diligence” stage (i.e. accountants, lawyers, etc.)), or (iv) an “Enterprise Support Organization” or “ESO” (organizations located in one or more of the Participating Countries that invite SMEs to join InvestAmericas but will not be able to view certain information about business opportunities or Investors) ( (i), (ii), (iii) and (iv) are referred to collectively as “Users”). General Users are those that have not been invited to sign up as, and have not signed up as, Enterprises, Investors, Third Party Services Providers or ESOs and the Content visible to them is limited.

The only people who are authorized to create accounts on this Site are professionals who understand risk and are willing to bear the consequences. If you are not an Enterprise looking to meet potential investors, or you do not think that you are an Accredited Investor or a Non-US Investor and, in either case, if you are not sophisticated enough to protect your own interests, then you should not try to create an account on this Site.

This agreement is between you and the IIC. If you do not agree to these Terms or to the Privacy Policy posted on this Site, you will not be able to use the Service. General Users agree to and are bound by these Terms by visiting the Site. Users are required to click to acknowledge their acceptance of and agreement to these Terms and certain other additional contract terms when this option is made available to them in the User registration process. Users, and all persons who access InvestAmericas through a User account, accept and agree to be bound and abide by these Terms, the additional contract terms described above, and the Privacy Policy posted on this Site, which Privacy Policy is incorporated herein by reference.

SUMMARY

General Principles

The security laws applicable to private company finance are complicated and occasionally ambiguous. In general, they are designed to protect unsophisticated people from making ill-advised investments. The following terms are designed to minimize the risk that any unsophisticated or unaccredited individuals try to become investors through the Service, and to protect the IIC in the event that anyone claims he, she or it was damaged by using the Services.

ENTERPRISES: If you are an Enterprise domiciled in one or more of the Participating Countries and you accepted an invitation to participate in InvestAmericas after you pre-registered, you are welcome to upload information about your business plan, including information you consider confidential (see Locked Information, below), and to allow requesting Investors and other Users to see that information. We cannot, however, require Users who see your Locked Information to agree not to distribute that information, and we are not responsible for the actions of any User with respect to Locked Information. We also do not and cannot warrant or guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material, including your Locked Information. Enterprises should also be aware that when they accept another User in their network, such Users will be able to see all information posted in the Enterprises’ profiles. Finally, we do not and cannot warrant that Investors are Accredited Investors or Non-US Persons. Each Enterprise is responsible for verifying the status of Investors that invest in such Enterprise on its own.

INVESTORS: If you are an Investor, based in the US or abroad, and you accepted an invitation to participate in InvestAmericas, or you are otherwise able to see any material that has been designated as Locked, you must recognize that it is important to use discretion in how you handle that Locked Information. You may select what kinds of Enterprises you would like to see based on the search/filtering criteria provided by the search/filtering functionality. We do not promise to show you all businesses that meet your criteria, nor can we promise that all businesses that we show you will actually satisfy your criteria. There can be no assurance that any investment that you make in an Enterprise will achieve its investment objective or avoid substantial losses. Investment in an Enterprise entails a high degree of risk, and Investors are likely to lose some or all of their investment. Investors are urged to consult with their personal advisors before investing in one or more Enterprises. Neither the IIC nor any User of the Site is recommending that you invest through the Site, or that you invest in any particular Enterprise, or otherwise providing investment advice through the Site.

THIRD PARTY SERVICES PROVIDERS: If you are a Third Party Services Provider in one or more of the Participating Countries and you accepted an invitation to participate in InvestAmericas, you may provide services to Investors or Enterprises. Third Party Services Providers understand that they will not charge any transaction-based fees for the services they provide to Investors or Enterprises through InvestAmericas.

ENTERPRISE SUPPORT ORGANIZATIONS (“ESOs”): Certain portions of the Site will be visible to ESOs that are invited to sign-up to refer Enterprises from Participating Countries. ESOs understand that they will not receive any compensation of any kind for their participation in InvestAmericas. ESOs, nevertheless, are bound by this agreement.

GENERAL USERS: Certain portions of the Site will be visible to General Users who have not signed up as Enterprises, Investors, Third Party Services Providers or ESOs.

IIC Obligations

The IIC’s obligations under this agreement are limited.

We will do our best to disclose Content submitted by Enterprises to Investors and Users within the Enterprises networks, but we do not guarantee that Content provided by an Enterprise will not be distributed more widely than indicated by those instructions.

We do not, and cannot, warrant or guarantee that any Investor is actually an Accredited Investor or a Non-US Investor. We are not responsible for verifying that any potential Investor is an Accredited Investor or a Non-US Investor or otherwise authorized or appropriate to invest in an Enterprise.

We do not, and cannot, warrant or guarantee that any Content on the Site or provided in connection with the Service is true, accurate, correct, or complete.

We are not obligated to display your Content to any other User. We are not responsible for doing diligence on the Investors and/or other Users you meet through InvestAmericas or on business plans and information provided by Enterprises available through InvestAmericas. Similarly, we do not recommend any Enterprise for investment or endorse their fitness for investment, we do not verify the information on the Site or in our emails, and we do not claim that any of that information is accurate. The IIC may signal interest in an Enterprise, may conduct Due Diligence on it and/or may withdraw the IIC’s interest. This does not mean that the IIC is recommending (or not recommending) such Enterprise for investment or that the IIC is endorsing such Enterprise in any way.

User and General User Obligations

Users and General Users agree to use InvestAmericas responsibly and in a professional manner. You will indemnify the IIC, and will hold the IIC harmless, against any damages, losses, claims, costs or expenses that may happen to you or us or a third party as a result of your use of InvestAmericas and/or the Service. You agree to receive all materials and communications related to the Site and the Service electronically, and you agree to be bound by all agreements that you assent to electronically through the Site.

Other Rights of the IIC

Users and General Users of InvestAmericas agree that we have the unlimited right to reject any Investor, Enterprise, Third Party Services Provider, or ESO, to delete any Content, or to publish any Content provided to us by an Enterprise, Investor, Third Party Services Provider or ESO on InvestAmericas or in any other medium. The IIC may, in its sole discretion, revise these Terms and the Privacy Policy from time to time and at any time. Users and General Users agree to and will be bound by these Terms and the Privacy Policy as they appear on the Site at the time the User or General User accesses the Site.

Privacy and Protection of Personal Information

The IIC does not promise to maintain the confidentiality of any information that you post on the Site. In fact we will do our best to publish most Enterprises’ Content to Users. If you are an Enterprise, we cannot promise that nobody else will see the information on or off Site, and cannot control what people who see your information do with it. If you want your information to remain private, do not post it on the Site.

If you are an Investor, we will do our best to keep any specific information you provide confidential (although other Users may infer certain facts about your income and net worth from your qualification as an Investor on InvestAmericas). We cannot promise that information you provide will remain confidential.

Disputes among Users and Others

If disputes arise between you and anyone other than the IIC, we have no obligation to participate or assist either party.

Disclaimers; Limitations; Waivers Of Liability

YOU ACKNOWLEDGE AND AGREE THAT ACCESS TO AND USE OF THE SITE ARE AT YOUR SOLE RISK AND THAT THE SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER THE IIC NOR ITS AFFILIATES OR SUBSIDIARIES, NOR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "IIC PARTIES") WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SITE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE IIC PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SITE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE IIC PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE IIC PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The IIC is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Site, including any mobile software. Under no circumstances will the IIC be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone's use of the Site, any content or third party applications, software or Content posted on or through the Site.

We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Site or any content thereon. The IIC will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site. We make no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the IIC or through the Site will create any warranty not expressly made herein.

Term and Termination

This agreement will remain in effect between you and the IIC unless either the IIC terminates it, or you terminate it by deleting all your Content from the Service, closing your account and ceasing to view Content accessible through the Site. After termination, certain relevant provisions (such as the indemnity section) will remain in force.

Copyright Policy

InvestAmericas respects the intellectual property rights of others and expects all Users of the Service and General Users to do the same.

Miscellaneous

These are all the things that make a contract enforceable and unambiguous, address the rules applicable to any disputes between you and the IIC, and cover certain issues related to international Users and General Users.

Definitions

Most terms used in this agreement are defined in this section. For your convenience, when those terms are used the first time, they are hyperlinked to their definition in this section.

AGREEMENT

The following Terms form part of the agreement between the IIC and each registered User of the Service or General User. When you register as a User of the Service, you will be required to indicate your acceptance of and assent to these Terms and the Privacy Policy. As a registered User of the Service or a General User, you accept and agree to be bound by the Terms of Service, including the following terms.

  • General Principles:

    Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission, unless the sale qualifies for an exemption, such as private placement. To maintain certain exemptions from registration, we require that Investors are either Accredited Investors or Non-US Investors in order to invest in Enterprises listed on the Site.

  • IIC OBLIGATIONS
    • Your Right to Use the Service. All right, title, and interest in and to the Service (excluding Content provided by Users) is and will remain the exclusive property of the IIC and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and other countries. Except as expressly provided herein, nothing in this agreement gives you a right to use the IIC or InvestAmericas names or any of the InvestAmericas and its licensors’ trademarks, logos, domain names, or other distinctive brand features. Subject to your acceptance of and compliance with this agreement, the IIC and its licensors grant to you a worldwide, non-assignable, non-exclusive, non-transferable, revocable limited license to use the Service and related software provided that at all times you comply with each of the following conditions:
      • You do not modify the Content;
      • In any copy of the Content you may make, you attribute the Content to the Site by linking back to the page displaying the original source of the Content on the Site;
      • Upon request, either by the IIC or by a User who provided the Content, you make a reasonable effort to update a particular piece of Content to the latest version of the Site; and
      • Upon request, either by the IIC or by a User who provided the Content posted elsewhere you make a reasonable attempt to delete Content that has been deleted from the Site.
    • Claim of Any Rights in Your Information. The IIC will not claim any ownership interest in the Content provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through the Site and the provision of the Services.
    • Displaying Enterprises’ Content and Allowing Communications with Investors Only As Instructed by the Investor. You must recognize that we cannot warrant or guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material or unsolicited contacts to occur, and we cannot guarantee that the filters will keep additional Users or other individuals from seeing what you have posted.
  • OBLIGATIONS OF REGISTERED USERS OF THE SERVICE

    • To Act Responsibly.Users agree to act responsibly – which means:
      • You are making the following representations and promises:
        • Requirements of Membership.
          • That you have the right, authority, and capacity to register as a User and to enter into this agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in InvestAmericas or the Service violates provisions of local law to which you are subject, you will cease using the Service and close your account,
          • That you are at least 18 years old, and that if you are less than 18 years old, your parent or legal guardian is agreeing to these Terms on your behalf and will be responsible and liable for all User obligations under these Terms in connection with your use of the Service;
          • That you will maintain an Allowable User Identity
          • That you will conduct yourself in a professional manner in all your interactions with the IIC and with all other Users of the Service;
        • Requirements related to Content on InvestAmericas.
          • That you will only provide the IIC with Content that you have a right to provide to the IIC and to allow the IIC to display through the Service -- which means that you have adequate rights to all copyrighted material, trademarks, trade secrets, intellectual property, all material that is or contains a trademark or service mark, and all other material provided by you for display by the IIC, and that you understand that any other Content you find on or through InvestAmericas is the sole responsibility of the person who originated such Content.
          • That you understand that your Content may be republished, and if you do not have the right to submit Content for such use, it may subject you to liability. The IIC will not be responsible or liable for any use of your Content by the IIC or any User or other individual in accordance with this agreement.
          • That you are not relying on the IIC and that you understand that we do not endorse, support, represent, warrant or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service.
          • That you understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against the IIC for or relating to any such Content.
          • That you understand that the Service may include advertisements or other content, which may be targeted to the Content or information on the Service, queries made through the Service, or other information, and you have no claim against the IIC for the placement of advertising or similar content on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.
        • Requirements related to Investments.
          • That you will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money.
          • That you will be solely responsible for complying with applicable law regarding any transaction, including, if you are an Enterprise, without limitation the determination of whether any Investor is an Accredited Investor or a Non-US Investor and whether any investment complies with the terms of local law (whether the law of a US state, or the law of any foreign government with jurisdiction over you or any Investor).
          • That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice.
        • Requirements related to Third Parties Services Providers.
          • That you will provide your services in compliance with applicable law. You agree that you will use of the Site or the Service in accordance with applicable laws and regulations, particularly those pertaining to investment advisory services and you will not cause the IIC to have to register as a broker dealer with the SEC, or to be treated as an underwriter.
          • That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice.
      • Users will not:
        • Violate the Community Rules of InvestAmericas.
        • Make any Inappropriate Uses of the System
        • Expect the IIC to evaluate, confirm, endorse, or otherwise stand behind any person’s statements or recommend any investment, or treat any email or other information you receive as a result of your access to the Service as a representation of any kind by the IIC and any IIC Person on which you should rely.
        • Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through the Site or the Service, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on the Site or the Service.
        • Copy or distribute the Content of the Service except as specifically allowed in this agreement.
        • Claim any right to access, view or alter any source code or object code of the Site or the Service.
        • Use the Site or the Service to market services, particularly investment advisory services, which might cause the IIC to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter.
    • Indemnify the IIC and Related Parties. You promise to indemnify us and hold us harmless against any damages, losses, claims, costs or expenses that may happen to us or to a third party as a result of your use of the Site or the Service.
      • Indemnity. In particular, you agree to indemnify and hold the IIC and any IIC Person harmless from any claim or demand made by any third party (including costs and attorneys’ fees) due to or arising out of your access to or use of the Site or the Service, the violation of this agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the Service by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the IIC or any IIC Person. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service.
      • Release. In addition, you hereby release any claims you may have against the IIC and any IIC Person that are in anyway related to the Service or your use of Content offered through the Service, including any recommendations or referrals you may receive as a result of your registration to use the Service. You are solely responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other Users and third parties. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service.
    • Confidentiality. By becoming a User or a General User of InvestAmericas, or otherwise using the Services or viewing Content made available through the Service in any way, you may have an opportunity to see Locked Information, as defined below. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not make publicly available any information you acquire through the Service.
    • Electronic Signatures and Delivery.
      • You acknowledge that you will be bound by any affirmation, assent or agreement that you transmit to or through the Site by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent you give to receive communications from IIC solely through electronic transmission. You agree that when you click on an “I Agree,” “I Consent” or other similarly worded button or entry field with your mouse, keystroke or other device, your agreement or consent will be legally binding and enforceable against you and will be the legal equivalent of your handwritten signature on an agreement that is printed on paper.
      • You understand that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”) related to your use of the Site and the Services may be delivered by electronic means, such as by e-mail or through InvestAmericas.com. You consent to electronic delivery as described in the preceding sentence. In so consenting, you acknowledge that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. You also acknowledge that an e-mail from the IIC through InvestAmericas may be accessed by recipients other than you and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. IIC gives no warranties in relation to these matters.
      • You further understand and agree to each of the following:
      • The IIC is under no obligation to provide you with paper versions of any Communications.
      • Electronic Communications may be provided to you via e-mail and/or the Site. In order to view and retain the Communications, your computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an Internet Service Provider or any other capable communications medium, and with software capable of viewing and printing a *.pdf file created by Adobe Acrobat. Further, you must have a personal e-mail address capable of sending and receiving e-mail messages to and from the IIC. To print the documents, you will need access to a printer compatible with your hardware and the required software.
      • If these software or hardware requirements change in the future, the IIC will notify you through the Site.
      • To facilitate these services, you must provide the IIC with your current e-mail address and update that information as necessary. Unless otherwise required by law, you will be deemed to have received any electronic Communications that are sent to the most current e-mail address that you have provided IIC.
      • The IIC will not assume liability for non-receipt of notification of the availability of electronic Communications in the event your e-mail address on file is invalid; your e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in your computer, browser, Internet service and/or software; or for other reasons beyond the control of the IIC.
    • Other Promises Necessary to Allow Us to Provide the Service.
      • You are licensing to us the right to publish all the Content you upload to InvestAmericas, including any comments or other forum posts you may offer on the Site in order to provide the Service. Your Content will be viewable by other Users of the Service and may be viewed by General Users. You should only provide Content that you are comfortable sharing with others under this agreement.
      • To the extent that the IIC is determined, for any reason, not to be the licensee of any material you have provided to us (including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively "Moral Rights")), you hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by the IIC and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consents and agreements from time to time as requested by the IIC.
      • You acknowledge that the IIC is not obligated to pay you or to cause any other party to pay you anything with respect to your activities on InvestAmericas, or to feature or otherwise display your Content on any web page.
      • You acknowledge that you do not rely on the IIC to monitor or edit the Service (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with the IIC) and that the Service may contain Content which you find offensive or which is untrue or misleading, and you hereby waive any objections you might have with respect to viewing such Content.
      • You agree that this agreement does not entitle you to any support, upgrades, updates, add-ons patches, enhancements, or fixes for the Services (collectively, "Updates"). The IIC, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this agreement.
      • You acknowledge that neither IIC nor any other User is providing you any investment advice through the Site, and that IIC is not responsible for any Due Diligence conducted through the Site or for any Content posted by Users on the Site.
      • You acknowledge that there can be no assurance that an Enterprise will achieve its investment objective or avoid substantial losses. Investment in an Enterprise entails a high degree of risk, and Investors are likely to lose some or all of their investment. Investors are urged to consult with their personal advisors before investing in any Enterprise.
      • You acknowledge that each Enterprise is a small- or medium-sized private company and, as such, may not be financially successful or achieve liquidity through an exit event, including a public offering or acquisition of its securities. As a result, an Investor in an Enterprise may not receive a return of his, her or its capital. Historically, returns of investments in small- or medium-sized private companies have varied greatly, depending on the conditions at the time investments were made and subsequently exited.
      • You acknowledge that as a potential Investor, you should invest only if able to withstand a total loss of investment.
    • Application Programming Interfaces (“APIs”) available through the Service. We may make available one or more APIs for interacting with the Service. Your use of any API on InvestAmericas is subject to this agreement and the InvestAmericas API Rules, which will be posted before we make these APIs available (and will become part of this agreement).
  • OTHER RIGHTS OF THE IIC.

    • The IIC may, but is not required to, monitor or control the Content posted via the Service. Our failure to exercise that right, however, does not give you any right to make a claim against the IIC.
    • The IIC reserves the right to discontinue the Service or to change the Content of the Service in any way and at any time, with or without notice to you, without liability.
    • The IIC reserves the right to terminate your access to the Service without notice and, if you violate this agreement to pursue other remedies at law or in equity.
    • We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.
    • The IIC has the right to refuse registration of or cancel your User account and/or User ID in its discretion for any reason or for no reason. In addition, the IIC reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate Users or reclaim Usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this agreement (including investigation of potential violations hereof), (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of the IIC, InvestAmericas, its Users and the public.
    • Without limiting the generality of the foregoing, you specifically acknowledge that the IIC has the right to terminate or limit your account for any reason or no reason at all. Any Content that has been uploaded through the Service may be deleted at any time without notice to you. The IIC is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this agreement, regardless of whether the material ultimately is determined to be an infringement or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using the Service, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
    • Comments, Feedback, Suggestions, Ideas, and Other Submissions. The Service may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast Content to the IIC and/or to or via the Service or InvestAmericas, including, without limitation, text, writings, photographs, graphics, comments, suggestions, intellectual property or personally identifiable information or other material. Except as otherwise provided in this agreement, any Content you transmit to the IIC or otherwise through the Service or InvestAmericas will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted, or offered to the IIC or through the Service or InvestAmericas in connection with the use of the Service or otherwise and any chat, blog, message board, online forum, text, email or other communication with the IIC shall be deemed to have been licensed to the IIC on a nonexclusive, worldwide, royalty-free, perpetual basis.
      The IIC will receive no compensation associated with sponsoring the Site. The IIC has agreed to pay Artha Networks, Inc. for various activities associated with creating and encouraging use of the Site and may pay other third parties for activities related to the Site. No Investor, including any Investor who becomes a lead Investor in the Due Diligence process, will be compensated for its role and activities on the Site.
  • THE IIC IS NOT OBLIGATED TO DO THE FOLLOWING:

    • We are not obligated to display your Content to any other User, nor are we obligated to introduce you to any Enterprise or Investor.
    • We are not responsible for doing diligence on the Users you meet through InvestAmericas.
    • We are not responsible for verifying that any Investor is an Accredited Investor, is a Non-US Investor or is otherwise authorized or appropriate to invest in an Enterprise, or for determining whether any use of InvestAmericas constitutes a general solicitation of securities under US law or the laws of any state or other jurisdiction, including foreign jurisdictions. Also, we do not screen for ERISA requirements.
    • We do not recommend any Enterprises for investment or endorse their fitness for investment, verify the information on the Site or in our emails, and we do not claim any of that information is accurate.
    • We are not obligated to maintain the confidentiality of any Content you give us or upload to InvestAmericas, even with respect to Locked Information.
    • The IIC has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the IIC does have the right to enforce such rights through any means it sees fit, including by bringing and controlling actions on your behalf.
    • The IIC is not obligated to ensure that you will have the opportunity to invest in one or more Enterprises posted on the Site or in any particular Enterprise. Each Enterprise has the ability to decide who may invest, and in certain cases a lead Investor may have the exclusive ability to decide who may invest for some period of time.
    • In the event that the IIC invests in any business, we are not obligated to make that investment opportunity available to anyone else, and this type of investment does not constitute any form of investment advice to you or anyone else.
    • The IIC has not, will not, and has no obligation to recommend or provide advice as to whether Investors should invest in an Enterprise. Rather, the investment decision to invest in an Enterprise is made by and is the responsibility of each Investor.
    • The IIC does not control or endorse the Content, messages or information found in the Service or external sites that may be linked to or from InvestAmericas and, therefore, the IIC specifically disclaims any responsibility with regard thereto.
    • The IIC has no obligation to accept, display, review, monitor, or maintain any Content submitted by Users, User forum posts, commentary, ratings or compliments ("Comments"). We have the right to delete Content or Comments from the Service without notice for any reason at any time. The IIC may move, re-format, edit, alter, distort, remove or refuse to exploit Content or Comments without notice to you and without liability. Notwithstanding the forgoing rights, the IIC reserves the right to treat Content provided by Users and Comments as Content stored at the direction of Users for which the IIC will not exercise editorial control except as required to enforce the rights of third parties and applicable Content restrictions below when violations are brought to the IIC's attention.
    • The Service may contain or deliver Content about Investors, Enterprises, Third Party Service Providers, ESOs, and other General Users of the Site. Each person or entity that provides Content on the Site is responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We do not approve or review any Content provided by any User on the Site, and we are not responsible for the illegality or any error, inaccuracy or problem in the Content provided by any Investor, Enterprise, Third Party Service Provider, ESO, or other User. We will not be liable in connection with such Content.
    • The IIC has no obligation to provide Investors with any advice regarding the tax and other consequences of investing in an Enterprise. Investors should consult their own tax advisers regarding the possible tax and other consequences of investing in an Enterprise.
  • PRIVACY AND PROTECTION OF PERSONAL INFORMATION

    • InvestAmericas values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Service.
    • The IIC may collect and use a variety of information regarding the use of the Service. The IIC is the sole owner of all such information it collects. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by the IIC.
    • We use what we believe to be commercially reasonable measures to protect your personal information from loss, misuse, or unauthorized access, disclosure, alteration or destruction. Nevertheless, please be advised that no security measure, system, or control is infallible. WE ACCORDINGLY DO NOT GUARANTEE THE SECURITY OR CONFIDENTIALITY OF PERSONAL INFORMATION AND DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, DUTIES OR CONDITIONS IN THAT REGARD. If any applicable law imposes on us a duty with respect to these matters that cannot be disclaimed, you acknowledge and agree that our commercially reasonable precautions shall be considered to satisfy that duty unless (and only unless) we have engaged in willful misconduct.
    • Please also note that you have a role in the security of your personal information. For example, you should not provide us with personal information that we do not request, you are responsible for controlling access to any personal computing device through which your personal information may be stored or accessed, and you are responsible for safeguarding any passwords or other log-in credentials to may be used to access to your personal information.
    • The Service may contain links to other websites. We are not responsible for the Content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us.
    • The IIC reserves the right to reveal your identity (or whatever information we know about you) in the event of a complaint, subpoena, warrant, court order or legal action. The IIC may log all internet protocol addresses accessing the Services and other information about Users' access, maintain backup copies of Content indefinitely, and disclose that information to law enforcement authorities as required. See our Privacy Policy
  • DISPUTES WITH OTHERS

    We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other Users of the Service and General Users. If you have a dispute with other Users and/or General Users, you release the IIC and hereby agree to indemnify IIC from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service.

  • DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY

    • YOU ACKNOWLEDGE AND AGREE THAT ACCESS TO AND USE OF THE SERVICE ARE AT YOUR SOLE RISK AND ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAWS AND WITH ANY LEGALLY REQUIRED WARRANTY PERIOD LIMITED TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE IIC PARTIES WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
    • TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT, AND THE IIC PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE IIC PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE IIC PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.The IIC is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the IIC be responsible for any loss or damage, including any loss or damage to any Content or personal injury or death, resulting from anyone's use of the Service, any Content or third party applications, software or Content posted on or through the Services or transmitted to Users, or any interactions between Users of the Service, whether online or offline.
    • We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any Content thereon or any Content you receive as a result of your relationship with the IIC. The IIC will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. You also agree that the IIC has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the IIC or through the Service, will create any warranty not expressly made herein.
    • DUE DILIGENCE DISCLAIMERS. All Investors acknowledge that the Due Diligence modules provided on InvestAmericas and/or any forms or models, and/or conclusions drawn by all Due Diligence reports and analysis (in any form, including documents, .pdfs, presentations, spreadsheets, or media of any kind) posted by Users do not reflect recommendations of the IIC or any User (including any Investor, Third Party Service Provider, or ESO involved in such Due Diligence) nor does the IIC guarantee or warranty their accuracy or completeness in relation to any investment or User. Accordingly, neither the IIC nor any User shall under any circumstance be liable to any User for any loss incurred as a result of reliance on such material. You agree and understand that any Due Diligence performed on or through InvestAmericas is purely informational and that you will not rely on any such due diligence. Neither the IIC nor any User is responsible for, and neither the IIC nor any User will be liable for, the content of any information or materials provided with respect to any investment decision that may be made based on such information or materials, or for the use or misuse of any information or material provided. The IIC is not responsible for the accuracy or completeness of any information or materials provided by the Enterprises or any other person to the Investor in a Due Diligence process. The IIC is not responsible for the accuracy or completeness of any reports and/or conclusions drawn from the Due Diligence conducted on InvestAmericas.
    • NOT A TRANSACTIONAL PLATFORM. The Site is not involved in investment actions of any kind and the Users may not use the Site for actual investment transactions of any kind.
    • Information posted on InvestAmericas by Users does not constitute investment advice or an offer to invest and is not intended for trading purposes. Users need to consult with their own investment, accounting, legal and tax advisers to evaluate independently the risks, consequences and suitability of any action to complete any investment that may be made as a result of participating in InvestAmericas.
  • TERM AND TERMINATION

    Unless terminated by the IIC, this agreement will remain in full force and effect while you use any of the Services. Subject to the last sentence of this section IX, you may terminate this agreement at any time by deleting all Content you have provided to InvestAmericas and ceasing to use the Service. The IIC may terminate this agreement at any time, particularly (but not limited to) if you violate any provision of this agreement. Upon termination of this agreement for any reason, you shall destroy and remove from all computers and other storage media all copies of the any intellectual property owned by the IIC or any other User of the Services that you acquired by use of the Service. Your representations in this agreement, your indemnification obligations under this agreement, and any other provision which is by its nature designed to survive termination of this agreement, shall survive any termination or expiration of this agreement.
  • COPYRIGHT POLICY

    The IIC respects the intellectual property rights of others and expects all Users of the Service to do the same. The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on or in the Service in a way that may constitute copyright infringement, you may provide notice of your claim to the IIC as outlined in IIC's copyright policy below:

    • Copyright Policy. If you believe that any material on the Service violates this agreement or your intellectual property rights, please notify the IIC as soon as possible by sending an email to info@investamericas.com, or by mailing a letter to the address listed below containing the following information in accordance with the DMCA: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (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 contact information, including your address, telephone number, and an email address; (v) a statement by you 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 copyright owner.

      Our designated copyright agent for notice of alleged copyright infringement is:

      Attn. InvestAmericas Officer
      Re.: InvestAmericas
      1350 New York Avenue NW
      Washington DC, 20577
      Stop B1244

      We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, the IIC will also terminate a User's account if the User is determined to be a repeat infringer.

  • MISCELLANEOUS

    • Amendments to this Agreement. We may amend this agreement at any time in our sole discretion, effective upon posting the amended agreement on the Site where the prior version of the agreement was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Services following the date on which such amended agreement is posted on this Site or otherwise provided to you will constitute your assent and agreement to be bound by such amended agreement.
    • Governing Law/Resolution Of Disputes/Waiver Of Injunctive Relief. This agreement, all questions, matters or disputes arising from this agreement, or any part thereof, including but not limited to questions of interpretation, construction, validity and performance, and all aspects of the Service shall be governed by the laws of the District of Columbia, without regard to its conflicts of law rules, except that nothing in this Agreement shall operate to restrict, limit, or defeat any rights, privileges or immunities granted to IIC or its personnel by the agreement establishing the IIC or any law of the United States. With respect to any disputes or claims you agree not to commence or prosecute any action in connection therewith other than in the United States District Court for the District of Columbia, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the United States District Court for the District of Columbia.
    • You acknowledge that the rights granted in this agreement to the IIC are of a unique and irreplaceable nature, the loss of which shall irreparably harm the IIC and which cannot be replaced by monetary damages alone, so that the IIC shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
    • Waiver/Severability.
        The failure of the IIC to require or enforce strict performance by you of any provision of this agreement or to exercise any right under this agreement shall not be construed as a waiver or relinquishment of the IIC's right to assert or rely upon any such provision or right in that or any other instance. In fact, the IIC may choose to enforce certain portions of this agreement more strictly or to interpret certain provisions more strictly against certain Users than it does against other Users, and such disparate treatment shall not be grounds for or a defense against failing to comply with all of this agreement.
      • You and the IIC agree that if any portion of this agreement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this agreement, which shall continue to be in full force and effect.
      • The IIC operates and controls the Service from its headquarters in the United States. The IIC makes no representation that the Service is appropriate or available in other locations. The information provided on or through the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the IIC to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
      • You represent and warrant that the provision of any information to be made available for download through the Service will be in compliance in all respects with any applicable laws and regulations of the United States, including, but not limited to, the Export Administration Regulations (15 C.F.R. Part 730 et seq.; “EAR”), the International Traffic in Arms Regulations (22 C.F.R. Part 120 et seq.; “ITAR”), and the statutes, regulations, and Executive Orders administered by the Office of Foreign Assets Control (“OFAC”), US Department of the Treasury (including 31 C.F.R. Part 500 et seq.), as well as any applicable laws and regulations a government having jurisdiction over the Enterprises, Investors, other Users or General Users or the information to be provided regulating exports, imports or reexports to or from such foreign country, including the export or reexport of any goods, services, or technical data. Furthermore, you represent and warrant that you will not engage in activities that could cause the IIC to be in violation of any such laws or regulations or could subject the IIC to sanctions. Finally, by downloading any material made available through the Service, you represent and warrant that you are not, and are not owned, controlled, or otherwise acting on behalf of any person identified on (i) any US restricted party list maintained by the US Government or agencies, (ii) any other comparable list of persons subject to trade restrictions and/or sanctions imposed or administered by any government having jurisdiction over the Enterprises, Investors, other Users or General Users, or (iii) organized, incorporated, established, located, resident, or born in, or a citizen, national, or the government or a government instrumentality of any country embargoed or subject to substantial trade restrictions by any government having jurisdiction over the Enterprises, Investors, other Users or General Users.
      • Neither the course of conduct between the parties nor trade practice will act to modify this agreement. You may not assign this agreement without the IIC's prior written consent. This agreement contains the entire understanding of you and the IIC, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified except as posted on the Service by the IIC. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
      • The section headings used herein and the summary of terms at the beginning of this agreement are for convenience only and shall not be given any legal import.
      • Upon the IIC's request, you will furnish the IIC any documentation, substantiation or releases necessary to verify your compliance with this agreement. You agree that this agreement will not be construed against the IIC by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this agreement and the lack of signing by the parties hereto to execute this agreement.
    • Statute of Limitations. You and the IIC both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, this agreement or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
    • No Third Party Beneficiaries. This agreement is between you and the IIC. No User has any rights to force the IIC to enforce any rights it may have against any other User, except to the extent that Enterprises may enforce their own intellectual property rights related to Content offered through the Service.
    • Privileges and Immunities of the IIC. None of the provisions hereof shall be interpreted in a way that affects or is detrimental to the rights and privileges of the IIC established in the Agreement Establishing the IIC. Any such provision that contravenes the Agreement Establishing the IIC shall be null and void. You shall not present any documentation, consultation, or request for authorization, clarification, or interpretation to legal or administrative authorities that could affect the benefits, privileges, or immunities that have been granted to the IIC.
  • DEFINITIONS

    • “Accredited Investor” is defined by the SEC in rule 501 under the Securities Act of 1933 (the “1933 Act”) as follows:
      • 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 director, executive officer, or general partner of the company selling the securities;
      • a business in which all the equity owners are Accredited Investors;
      • 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;
      • 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; or
      • a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act.
    • “Allowable User Identity”:
      • An Allowable User Identity is one consisting of an email address you own and use, and a password. You shall be solely responsible for maintaining the confidentiality of your password. You will also update your registration information with the IIC from time to time so that it remains true, correct and complete.
      • An Allowable User Identity excludes:
        • Any use of a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
        • Any use as a User ID of a name subject to any rights of a person other than yourself without appropriate authorization; or
        • Any other submission of false or misleading information to the IIC.
    • “Community Rules” means the following rules: Users of InvestAmericas will not:
      • include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
      • include hateful, profane, obscene, indecent, pornographic, sexual or otherwise objectionable content or language;
      • defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone;
      • promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances;
      • violate the contractual, personal, intellectual property or other rights of any person, or promote or constitute illegal activity;
      • be in violation of this agreement, any local, state, federal or non-US law, rule or regulation or the rules of conduct posted with respect to any individual feature of the Services;
      • reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual;
      • attempt to impersonate any other party;
      • create User accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
      • trick, defraud, deceive or mislead IIC or other Users, especially in any attempt to learn sensitive information;
      • make improper use of IIC’s support services or submit false reports of abuse or misconduct;
      • create or transmit unwanted electronic communications such as "spam," to other Users or otherwise interfere with other Users' enjoyment of the Service;
      • disparage, tarnish, or otherwise harm, in the IIC's opinion, the IIC and/or the Service;
      • disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms ("PCMs"), or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices;
      • copy or adapt the Service's software including but not limited to Flash, PHP, HTML, JavaScript or other code;
      • reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;
      • except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
      • access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by the IIC (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with the IIC (crawling the Service is permissible in accordance with this agreement, but scraping the Service without the prior consent of the IIC except as permitted by this agreement is expressly prohibited);
      • forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
      • cover or obscure any notice, banner, advertisement or other branding on the Service;
      • disguise the source of materials or other information you submit to the Service or use tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the Service;
      • interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or Content;
      • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
      • sell access to the Service or any part thereof other than through a mechanism approved by IIC; or
      • interfere with or disrupt (or attempt to do so) the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
    • “Locked Information” means all information acquired by, through or in connection with your use of the Service or the Site that was provided by a User and which is visible to other authorized Users only, as determined by the User providing such information.
    • "Content" means any information, text, graphics, trademarks, trade secrets, intellectual property or other materials uploaded, downloaded or appearing on the Service. You retain ownership of all Content you submit, post, display, or otherwise make available on the Service and therefore are responsible for its use.
    • “Inappropriate Uses of the Systems”: the IIC may at any time designate one or more activities as inappropriate uses of the system in its sole discretion. Without limiting the foregoing, the following uses will be deemed prohibited “Inappropriate Uses of the System”:
      • The modification, adaptation, disassembly, decompilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the Service or any portion of any website on which the Service is offered (except where the foregoing is required by applicable local law, and then only to the extent so required under such laws);
      • The use of the Service in any manner that could damage, disable, overburden, or impair the Service or another User's use of the Service;
      • The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights or notices contained in or on the Service or any website on which the Service is offered, the code embeddable or embedded on a third party website, and/or the IIC software;
      • The submission of any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by IIC;
      • The use of the Services to violate the security of any computer network or transfer or store illegal material; or
      • The use of the Service or the delivery of any Content in violation of any applicable law (including intellectual property laws, right of privacy or publicity laws and any laws of a non-US jurisdiction applicable to you).
    • “Non-US Investor” means any natural person or entity that is not a "US Person" as defined by the SEC in Regulation S under the 1933 Act:
      • A US Person includes:
        • Any natural person resident in the United States;
        • Any partnership or corporation organized or incorporated under the laws of the United States;
        • Any estate of which any executor or administrator is a US Person;
        • Any trust of which any trustee is a US Person;
        • Any agency or branch of a foreign entity located in the United States;
        • Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person;
        • Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
        • Any partnership or corporation if:
          • Organized or incorporated under the laws of any foreign jurisdiction; and
          • Formed by a US Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501 under the 1933 Act, provided above) who are not natural persons, estates or trusts.
      • The following are not US Persons:
        • Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-US Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
        • Any estate of which any professional fiduciary acting as executor or administrator is a US Person if:
          • an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with respect to the assets of the estate; and
          • the estate is governed by foreign law;
        • Any trust of which any professional fiduciary acting as trustee is a US Person, if a trustee who is not a US Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person;
        • An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
        • Any agency or branch of a US Person located outside the United States if:
          • the agency or branch operates for valid business reasons; and
          • the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.
        • The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Inter-American Investment Corporation, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

The Service is operated and provided by the Inter-American Investment Corporation, 1350 New York Avenue, NW, Washington DC, 20577. If you have questions about this agreement, please contact us at team at info@investamericas.com.

Last updated: May 15, 2014

InvestAmericas is a trademark of the Inter-American Investment Corporation.

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