Welcome to Glassboard Technology and Assure! These Terms of Use (“Terms of Use”) apply to Glassboardtech.com and any of associated websites of Assure Services, Inc. or its affiliates (collectively “Assure”) such as www.assure.co (collectively the “Site”). Assure Services, Inc. owns the Site. Please read these Terms of Use carefully. By using the Site, you agree to be bound by these Terms of Use and Assure’s Privacy Policy. IF YOU DO NOT AGREE, DO NOT USE THE SITE.

These Terms of Use govern your access to the Site, including Assure’s products and services (“Services”) and any content or functionality available at or through the Site.

Assure may in its sole discretion modify, add, or remove portions of these Terms of Use at any time. All such changes are effective immediately and apply to all access to and use of the Site thereafter. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of revised Terms of Use will mean that you accept and agree to the changes.

As long as you comply with these Terms of Use, Assure grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Users of the Site

All persons who either access the Site, use the Services, or agree to the Terms of Use are considered “Users”. The term “persons” as used in these Terms of Use includes individuals and entities. Types of Users include:

  • “Investors” include persons that have established an investor account on the Site. Investors are able to make new investments, view current and past investments, access investment documents, tax statements, and utilize other Services the Site may offer to Users that have investor accounts.
  • “Organizers” include persons that have established an organizer account on the Site. Organizers are able to setup new special purpose vehicles (“SPV”), grant access to an SPV, view past and current SPV’s, manage past and current investments, review deal documents, send messages to investors, send invites to view an SPV, and utilize other Services the Site may offer to Users that have Organizer accounts.

Accessing the Site and Account Security

To access the Site or certain of the resources it offers, you may be asked to provide registration details or other information. It is a condition of your use of the Site that all information you provide on the Site is correct, current, and complete. All information you provide to register with this Site or otherwise is governed by the Privacy Policy, and you consent to all actions Assure takes with respect to your information consistent with the Privacy Policy.

Assure will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, Assure may restrict access to some parts of the Site, or the entire Site, to any or all Users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Site.
  • Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.

If you choose (or are provided with) a username, password, or any other piece of information as part of the Site’s security procedures, you must treat this information as confidential, and you must not disclose it to any other person. Your account is personal to you, and you agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify Assure immediately at privacy@assure.co of any unauthorized access to or use of your username or password or any other breach of security. You agree to ensure that you exit from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your username, password, or other personal information.

Assure has the right in its sole discretion to disable any username, password, or other identifier at any time in its sole discretion for any or no reason.

Intellectual Property Rights

The Site and its entire contents, features, and functionality including all text, information, computer code, displays, images, video, audio, trademarks, logos, and the design, selection, "look and feel," and arrangement thereof (collectively “Content”), are owned, controlled, or licensed by or to Assure and are protected by copyright, trademark, trade dress, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Site for your personal, non-commercial use only. Except as expressly provided in these Terms of Use, you may not reproduce, modify, download, distribute, republish, create derivative works of, publicly display, publicly perform, store, transmit, or otherwise use, or provide any other person with access to, Content, except as follows:

  • Your computer may temporarily store copies of Content in your device’s memory incidental to your accessing and viewing the Content.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.

You may not:

  • Modify copies of any Content.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from any Content.

If you reproduce, modify, download, distribute, republish, create derivative works of, publicly display, publicly perform, store, transmit, or otherwise use, or provide any other person with access to, Content in breach of these Terms of Use (a “Rights Breach”), your right to use the Site will stop immediately and you must, at Assure’s option, return or destroy any copies of the Content you have made. No right, title, or interest in or to any Content is transferred to you, and all rights not expressly granted are reserved by Assure.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:

  • In any way that violates any federal, state, local, or international laws, including those regarding the export of data or software.
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way.
  • To transmit, or procure the sending of, any advertising or promotional material without Assure’s written consent, including any “junk mail”, “chain letter,” or “spam.”
  • To impersonate or attempt to impersonate Assure, any Assure employee, another User, or any other person.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which may harm Assure or Users or expose them to liability.

You agree not to:

  • Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other person’s use of the Site, including their ability to engage in real time activities through the Site.
  • Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any Content.
  • Use the Site in a way that violates the securities laws of the United States or any other country, or that violates any judgements, agreements, or obligations to which you are bound, or that knowingly causes other Users to do so.
  • Use the Site is any way that might require Assure to register as a broker dealer or investment adviser with the U.S. Securities and Exchange Commission (“SEC”).
  • Expect Assure to evaluate or recommend investment opportunities found on the Site.
  • Use any manual process to monitor or copy any Content for any unauthorized purpose.
  • Use any device, software, or routine that interferes with the proper working of the Site.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Site.

User Submissions

The Site may contain message boards and other interactive features (collectively, “Interactive Services”) that allow Users to post, submit, publish, display, or transmit to other Users or other persons (“Post”) certain information (collectively “User Submissions”) on or through the Site.

All User Submissions must comply with the Content Standards set out in these Terms of Use and must in their entirety comply with all applicable federal, state, local, and international laws.

Some User Submissions are viewable by other Users. In order to display your User Submissions on the Site, you grant Assure certain licenses. These are licenses only – your ownership in User Submissions is not affected.

For all User Submissions, you grant Assure a royalty-free, perpetual, sublicenseable, irrevocable, and worldwide license to translate, modify (including for technical purposes), reproduce, and otherwise act with respect to such User Submissions, in each case to enable Assure to operate the Site and provide Services.

If you share a User Submission publicly on the Site or in a manner that more than just you or specified specific set of Users can view, or if you provide Assure with any feedback, suggestions, improvements, enhancements, or feature requests (each a “Public User Submission”), then you also grant Assure a royalty-free, perpetual, sublicenseable, irrevocable, and worldwide license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Users and providing the applicable Service necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Service or otherwise in connection with Assure’s business.

These licenses are subject to Assure’s Privacy Policy to the extent they relate to User Submissions that contain your personally-identifiable information. You are responsible for any User Submissions you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

Assure is not responsible or liable to any third party for the content or accuracy of any User Submissions posted by you or any other User.

Monitoring and Enforcement; Termination

Assure has the right in its sole discretion to:

  • Remove or refuse to post any User Submissions.
  • Take any action with respect to any User Submission that Assure deems necessary or appropriate, including if a User Submission violates the Terms of Use, infringes any intellectual property right or other right of any other person, threatens the personal safety of Users or the public, or could create liability for Assure.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights and their right to privacy.
  • Take appropriate legal action, including referral to law enforcement, for any potentially illegal or unauthorized use of the Site.
  • Terminate or suspend your access to all or part of the Site.

Assure has the right to cooperate fully with any law enforcement authorities or court orders requesting or directing Assure to disclose the identity or other information of any person posting any materials on or through the Site (“Privacy Orders”).
Assure cannot review all material before it is posted on the Site and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Assure assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party.

Content Standards

The use of Interactive Services, and User Submissions, may not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions or advertising.
  • Give the impression that they emanate from or are endorsed by Assure or any other person, if untrue.

Securities Laws

No Services should be construed as investment advice or broker-dealer activities. Assure does not recommend any investments that you are invited to view or participate in, or investments submitted by an Organizer. Assure makes no representations or warranties that all regulatory requirements related to making an investment of forming an investment vehicle or SPV have been met. By using the Site or the Services you understand that Assure does not endorse the validity of any underlying investments an SPV may make. You understand that securities sold in the United States must be registered with the SEC unless the sale qualifies for an exemption (such as a private placement exemption). Assure is not a law firm and does not provide legal advice. Organizers are responsible for ensuring that their offering, and Investors are responsible for ensuring that an offering they participate in, complies with all relevant federal and state securities laws.

Reliance on Information Posted

The information presented on or through the Site is made available solely for general information purposes. Assure does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Assure disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other User, or by anyone who may be informed of any of its contents.

This Site may include content provided by third parties, including materials provided by other Users. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Assure, are solely the opinions and the responsibility of the person providing those materials. These materials do not necessarily reflect the opinion of Assure. Assure is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Site

Assure may in its sole discretion and from time to time: (1) modify or withdraw the Site or any portion of the Site; and (2) interrupt the operation of the Site or any portion of the Site as necessary to perform routine or non-routine maintenance, error correction, or other changes. Any of the material on the Site may be out of date at any given time. Assure has no obligation to update such material.

Privacy

All information that Assure collects on the Site is subject to Assure’s Privacy Policy. By using the Site, you consent to all actions taken by Assure with respect to your information that comply with the Privacy Policy. By using the Site, you agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Links from the Site

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Assure has no control over the contents of those sites or resources and Assure accepts no responsibility for them or for any compensatory, direct, indirect, special, incidental, consequential, punitive, exemplary, enhanced, or other damages, settlement payments, attorneys’ fees, costs, charges, expenses, interest, applicable taxes, or other losses of any kind, whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable (collectively “Losses”) that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

Assure is based in the state of Utah in the United States. Assure provides this Site for use only by persons located in the United States. Assure makes no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

Assure cannot and does not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, ASSURE WILL NOT BE LIABLE FOR ANY LOSSES CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SAITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ASSURE NOR ANY PERSON ASSOCIATED WITH ASSURE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER ASSURE NOR ANYONE ASSOCIATED WITH ASSURE REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, ASSURE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

In no event will Assure or its licensors, service providers, employees, agents, contractors, officers, or directors be liable for Losses, under any legal theory, arising out of or in connection with your use, or inability to use, the Site, any websites linked to it, any Content or content on such other website.

The foregoing does not affect any liability that cannot be excluded or limited under applicable law. If, notwithstanding the other provisions of these Terms of Use, Assure is found to be liable to you for any Losses which arise out of or are in any way connected with your use of the Site or any Content, Assure’s liability shall in no event exceed the greater of: (1) the total of any fees with respect to any Service or feature of or on the Site paid by you in the six months prior to the date of the initial cause of action or claim made against Secure; or (2) US$100.00. Some jurisdictions may not allow certain limitations of liability, so the foregoing limitation may not apply to you.

Indemnification

You agree to indemnify and hold harmless Assure, its licensors, service providers, employees, agents, contractors, officers, directors and successors and assigns (“Indemnitees”) from and against any Losses arising out of or relating to your violation of these Terms of Use or your use of the Site, including, your User Submissions, and any use of the Content or Services other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Site.

You agree to indemnify and hold harmless Indemnitees from and against Losses resulting from any action taken by any Indemnitee during, or taken as a consequence of, Privacy Orders.

Dispute Resolution

These Terms of Use shall be governed by and construed in accordance with Utah law without giving effect to any choice or conflicts of law provisions of any jurisdiction. All claims arising from your use of the Site will be exclusively resolved by binding arbitration. YOU UNDERSTAND THAT BY REQUIRING ARBITRATION, NEITHER YOU OR ASSURE WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL.

Any dispute, cause of action, or claim between you and Assure arising out of or related to the Site or its use or these Terms of Use will be settled by binding arbitration, before three arbitrators, administered by the American Arbitration Association under and in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. Any arbitration will be held in Salt Lake City, Utah. You and Assure will equally bear any arbitration fees and administrative costs associated with the arbitration. The prevailing person, as determined by the arbitrators, will be awarded its costs and reasonable attorneys’ fees incurred in connection with the arbitration.

Limitation on Time to File Claims

Any dispute, cause of action, or claim you have arising out of or relating to the Site or its use or these Terms of Use must be commenced within one year after the dispute, cause of action or claim accrues or such dispute, cause of action, or claim is permanently barred.

Waiver and Severability

No failure to exercise, or delay in Assure exercising, any rights, remedy, power, or privilege arising from these Terms of Use will operate or be construed as a waiver of that provision; nor will any single or partial exercise by Assure of any right, remedy, power, or privilege under these Terms of Use preclude any other or further exercise of those rights or the exercise of any other right, remedy, power, or privilege.

If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms of Use and such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use are the entire agreement between you and Assure with respect to the Service and use of the Site and supersede all prior or contemporaneous understandings, agreements, and proposals (whether written or oral) between you and Assure with respect to the Site. Other than as provided in a separate contract you enter into with Assure, Assure will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected.