Terms of Service

Last updated: March 15, 2021

Please read these terms and conditions (these “Terms”) carefully before using Our Service (as defined herein). By using this website, you accept and agree to be bound and abide by these Terms. If you do not want to agree to these Terms, you must not access or use this website.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

  • Company (referred to as either "the Company", "We", "Us" or "Our" in these Terms) refers to Downstream Capital, LLC, with a mailing address of 1350 Speer Blvd Suite 106, Denver, CO 80204, and its Affiliates.

  • Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

  • Service refers to the Website.

  • Terms means these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

  • Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

  • Website refers to the Downstream Capital website, including any subpages thereof, content appearing thereon, or links available therefrom, accessible from www.downstreamcap.com

  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. If the individual is accessing or using the Service on behalf of an organization or company, such individual represents and warrants that it has the legal authority to bind any such organization or company to these Terms.

Acknowledgment

These Terms set out the rights and obligations of all users regarding the use of the Service. These Terms govern the use of this Service and is the sole and exclusive agreement between You and the Company.  These Terms supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. You are solely responsible for: (1) making all arrangements to access or use the Service; and (2) ensuring that all persons who access or use the Service through Your internet connection are aware of these Terms and comply with them.

By accessing or using the Service You agree to be bound by these Terms. If You disagree with any part of these Terms, then You may not access the Service. If You are dissatisfied with the Service, your sole and exclusive remedy is to cease your access to or use of the Services.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service. You further acknowledge and understand that any information We may request during the registration process, such as Your country of residence, may disqualify You from accessing or using the Service, and that these eligibility requirements are subject to modification by Us at any time in Our sole discretion. We reserve the right, in Our sole discretion, to limit the availability of the Service to any person(s), geographic area, or jurisdiction at any time.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company, found at https://www.downstreamcap.com/privacy-policy. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Service and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using the Service.

Intellectual Property

The Company owns and operates the Service and any and all information, materials, or other content appearing thereupon (the “Content”). You may not copy, reproduce, republish, upload, post, transmit, or distribute materials from the Service or the Content in any way without Our prior written permission. You may not modify any materials contained within the Service or the Content, nor use any such materials for any purpose in violation of these Terms. You acknowledge that You shall not acquire any ownership rights in any intellectual property in or to the Service or the Content through Your use of the Service. You may not make a temporary or permanent copy of the Service or the Content for any purpose whatsoever. You may not sell, resell, decompile, reverse engineer, disassemble, or translate any of the Service, the Content, or any portion thereof, without the written permission of the Company. You may not transfer any portion of the Service or the Content to any third party. The Company, the Company’s name, the Company’s logo, and the products and services produced, marketed, sold, or distributed by the Company, are copyrights, trademarks, and/or service marks of the Company. The Service and the Content (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company and its licensors or other providers of such material, shall remain the exclusive property of the Company and its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You shall not access or use for any commercial purposes any part of the Service, or any services or Content made available through the Service. Requests to make any use of material on the Service other than as set out in this section must be emailed to: nicholas@downstreamcap.com

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company. Our provision of such links is not an endorsement of any information, product, or service, and any such links are provided for Your convenience only.

You may link Third-party Social Media Services to the Website, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it. However, You may not establish a link in such a way as to suggest any form of association, approval, or endorsement on Our part without Our express written consent. We may disable all or any social media features and any links at any time without notice in Our discretion.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We further expressly disclaim that We have any rights in or to the content or intellectual property of the third-party sites and, in certain circumstances, the third-party site may be owned and operated by Our competitor.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms. We may also withdraw or amend the Service in Our sole discretion without notice. From time to time, We may also restrict Your access to some or all parts of the Service. No notice is required to affect termination, suspension, or restriction of the Service. You shall not hold Us responsible or liable for any direct, indirect, incidental, special, consequential, or exemplary damages due to modification or discontinuation of the Service or the Company’s termination of Your access to or use of the Services.

Upon termination, Your right to use the Service will cease immediately.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of these Terms and Your exclusive remedy for all of the foregoing shall be limited to ceasing your access to or use of the Services.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

We shall not be liable or responsible to You, nor be deemed to have defaulted or breached these Terms, for any failure or delay in Our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

The Service and any information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance You place on such information is strictly at Your own risk. We shall not be responsible for any liability arising from any reliance placed on such materials by You or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Although We attempt to maintain the integrity of the Service, We make no guarantee as to the accuracy or completeness of the Service. If You believe that You have discovered an error in the Service, please contact Us at: nicholas@downstreamcap.com and include, if possible, a description of the error, its URL location, and Your contact information. We will make reasonable efforts to timely address Your concerns.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to Your use of any information obtained from the Service.

Governing Law

The laws of the State of Colorado, excluding its conflicts of law rules, shall govern these Terms and Your use of the Service. The Company is based in the United States and provides the Service for use only by persons located in the United States. We make no claims that Service is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If You choose to access the Service from locations outside of the United States, You are responsible for compliance with local laws if, and to the extent that, such local laws are applicable. All software used on the Service is subject to U.S. export controls.

Dispute Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

YOU AND THE COMPANY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. 

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND THE COMPANY ARISING FROM OR RELATING IN ANY WAY TO THE SERVICE WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION IN THE CITY AND COUNTY OF DENVER, COLORADO.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR THE COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms have been drafted in the English language and may have been translated to another language subsequent to their publication. The English language version of these Terms shall prevail if there is any conflict with any translated versions. Any notice given under or in connection with these Terms shall be in the English language. 

Changes to These Terms 

We reserve the right, at Our sole discretion, with or without notice, to modify or replace these Terms and/or enhance, add to, modify, or discontinue the Service, or any portion of the Service, at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. You are expected to check these Terms frequently for any changes. All changes are effective immediately when posted and apply to all access to and use of the Service thereafter. Any enhancements, additions, or modifications to the Service will be subject to these Terms.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, You must stop using the Service.

Acknowledgements and Agreements 

You acknowledge and agree as follows: 

Investment in the Company Involves a High Degree of Risk

Investments in the Company will be offered exclusively to financially sophisticated, accredited investors, high net worth individuals, family offices and institutional investors capable of evaluating the merits and risks of an investment in the Company. Interests in the Company are highly speculative and illiquid investments that involve substantial risk.  No active secondary market in the interests exists, and the Company does not anticipate that any such market will develop. Interests in the Company are suitable investments (if at all) only for a limited portion of the risk segment of an investor’s portfolio. Investors could lose all or substantially all of their investment in the Company. Use of the Service does not entitle You to any investment in the Company.

No Offering of Investment Opportunity

The information contained on the Service has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any securities or to participate in any investment strategy and may not be used or relied upon in connection with any offer or sale of securities.  Securities will be offered only to designated potential investors by means of a definitive confidential private placement memorandum and related materials, which will contain important information regarding the Company and any such offering, including a description of important risk factors which every prospective investor should consider. All information herein is subject in its entirety to that in the definitive confidential private placement memorandum of the Company. 

Forward Looking Statements

The Service and any content thereon may contain forward-looking statements.  These forward-looking statements include, in particular, statements about the plans, strategies and prospects of the Company.  These statements are based on our current expectations and projections about future events.  The words “may,” “will,” “should,” “expect,” “plan,” “seek,” “intend,” “anticipate,” “believe,” “estimate,” “aim,” “potential” or “continue” or the negative of those terms or other similar expressions are intended to identify forward-looking statements and information.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their respective dates.  These forward-looking statements are based on assumptions and estimates by management of the Company that, although believed to be reasonable, are inherently uncertain and subject to risks and uncertainties that could cause actual results to differ from historical results or those anticipated or predicted by such forward-looking statements.  In light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this presentation may not, in fact, occur. We undertake no obligation to update or revise any forward-looking statement after the date of this presentation as a result of new information, future events or otherwise, except as required by law. We qualify all of our forward-looking statements by these cautionary statements.

Information

The information contained on the Service was obtained by the Company from the Company and from and other sources, including, without limitations, public resources. Any statements, data, estimates, or projections contained herein have been prepared by management of DSC and may involve elements of subjective judgment and analysis that may or may not prove to be accurate or in certain cases factually correct. While the information contained herein is believed to be reliable, neither the Company or its respective representatives, by delivery hereof, makes any representations or warranties, expressed or implied, as to the accuracy or completeness of such information. This presentation does not intend to contain all of the information that may be required to evaluate an investment in the Company or any other transaction, and any recipient hereof should conduct its own analysis of the Company’s and the information contained or referred to herein.

The information contained herein is not intended to be, nor should it be construed or used as investment, tax or legal advice. Before making any investment, you should consult with your professional advisor(s) to determine whether an investment is suitable for you in light of your investment objectives and financial situation. 


Contact Us

If you have any questions about these Terms, you can contact us:

  • By email: nicholas@downstreamcap.com