Welcome to the Calmwell Investments website, owned and operated by Calmwell Investments (the "Company"). Please read these Terms of Service (the "Terms") carefully before using the services offered by the Company. These Terms set forth the legally binding terms and conditions for your use of this website, all other sites owned and operated by the Company that redirect to this website, and all subdomains (collectively, the "Site"), and the services provided by the Company (the "Services"). By accessing, visiting, browsing, or contributing to the Site, you agree to be bound by these Terms, the Privacy Policy, and all other operating rules, policies, and procedures that may be published by the Company from time to time on the Site, each of which is incorporated by reference and each of which may be updated by the Company from time to time without notice to you.
Your use of the Site and Services is governed by the then-current version of these Terms in effect on the date of such use. The Company may, at its sole discretion, modify and replace these Terms at any time by posting the updated Terms on the Site. Your continued use of the Site after any modifications have been published constitutes your acknowledgment of, and binding agreement to, the then-current Terms. The Company further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. If you do not agree to all of these Terms and the Company's Privacy Policy, you are not eligible to use this Site or the Services.
The Services are available only to individuals who are at least 18 years old (and at least the legal age in the jurisdiction of such user's domicile). You represent and warrant that you are of legal age to form a binding contract and that all registration information you submit is accurate and truthful. The Company may, in its sole discretion, refuse to offer the Services to any person or entity.
In consideration of your use of the Site, you agree to (a) provide accurate, current, and complete information as may be prompted by any registration forms on the Site; (b) maintain the security of your credentials; (c) maintain and promptly update your registration data to keep it accurate, current, and complete; and (d) be fully responsible for all use of your account.
Certain securities offerings referenced through the Site may be limited to "Accredited Investors" as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with a spouse) with the expectation of a similarly qualifying income in the current year. You may be required to provide supporting documentation verifying your investor status. For offers and sales that occur outside of the United States, persons are only allowed access to such investment opportunities if such access does not violate the laws of their country of residence.
Any securities referenced through the Site are offered in reliance on exemption provisions of the Securities Act, including Section 4(a)(2) and Rule 506 and/or Regulation S promulgated thereunder. Securities sold through private placements are restricted, not publicly traded, and therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon, or endorsed the merits of any offering referenced through this Site. The Company is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration.
Investment overviews on the Site are intended for informational purposes only, do not purport to be complete, and are qualified in their entirety by reference to the more detailed discussions contained in the investor document packages relating to each investment opportunity. The Company does not guarantee the performance of any offerings, and any projections, estimates, and expectations are merely opinions and should not be relied upon for any purpose. The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. You should obtain investment and tax advice from your advisors before deciding to invest. Investment products are not FDIC insured, may lose value, and carry no bank guarantee.
Unauthorized use of the Site and/or the Services — including unauthorized entry into the Company's systems, misuse or sharing of passwords, or misuse of any other information — is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of them. You agree not to: infringe the intellectual-property or other rights of any party; distribute any part of the Site without the Company's prior written authorization; alter or modify any part of the Site; submit false, defamatory, obscene, harassing, or unlawful content; use the Site for any illegal or unauthorized purpose; access non-public areas of the Site or breach any security or authentication measures; artificially generate traffic; use the Services for unapproved commercial purposes; promote unlawful schemes; disable or circumvent security features; impersonate any person or entity; or transmit viruses or other items of a destructive nature.
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound, and other files, and their selection and arrangement (the "Site Content"), is the Company's proprietary property with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written consent, except that you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use.
You are solely responsible for any content that you upload, publish, provide, display, or transmit through the Site or Services ("User Content"). The Company may, but is not obligated to, review and remove any User Content at its sole discretion. By posting User Content, you grant the Company a non-exclusive, transferable, fully paid, worldwide license to use, copy, display, reformat, translate, excerpt, and distribute such User Content in connection with the Site. The Company may preserve and disclose content if required to do so by law or in the good-faith belief that such action is reasonably necessary to comply with legal process, enforce these Terms, respond to claims, or protect the rights, property, or safety of the Company, its users, and the public.
The Company does not permit infringement of intellectual-property rights on the Site or Services. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify the Company via the Contact page with the information required under the Digital Millennium Copyright Act, including identification of the copyrighted work, identification of the allegedly infringing material, your contact information, a good-faith statement, and a statement of accuracy made under penalty of perjury.
Because the Company offers its Services online, you consent to transact business with the Company electronically and to receive disclosures, documents, communications, notices, contracts, and agreements electronically, either via the Site or the email address you provide. You also expressly consent to receive messages, including emails and SMS/text messages, from the Company and those acting at its request, at any telephone numbers that you have provided. SMS consent is not shared with third parties except with service providers used to deliver messaging services on the Company's behalf. Your consent remains in effect for so long as you are a user, and you may withdraw such consent when you have no outstanding transactions or obligations with the Company.
The Company reserves the right, in its sole and absolute discretion and without prior notice, to modify, correct, or replace any of these Terms, or change, suspend, or discontinue the Site or Services at any time. It is your responsibility to check these Terms periodically for changes.
The Site may contain links to third-party websites. Linked sites are provided only as a convenience, and when you access them, you do so at your own risk. The Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites, and inclusion of any link does not imply affiliation, sponsorship, or endorsement.
The Company may terminate your access to all or any part of the Site and Services at any time, with or without cause or notice, effective immediately. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, EQUITY HOLDERS, PARTNERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You agree that your use of the Site and Services shall be at your sole risk and, unless otherwise expressly stated by the Company, the Site and Services are provided "as is" and "as available." To the fullest extent permitted by law, the Company, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the Site and the Services, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, and reliability. The Company has no special relationship with or fiduciary duty to you and makes no representation or warranty with respect to the merits and risks of any investment. The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons, and the Company assumes no responsibility for any error, omission, interruption, or failure of any network, system, or service.
To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Calmwell Investments, its affiliates, officers, directors, employees, contractors, suppliers, representatives, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from or relating to: (i) your use or misuse of and access to the Site or Services; (ii) your violation of these Terms or the Privacy Policy; (iii) infringement by you, or any third party using your account, of any third-party right; or (iv) any claim that your User Content caused damage to a third party. This obligation will survive these Terms and your use of the Services.
These Terms shall be governed by, construed, and enforced in accordance with the laws of the State of Wyoming, without giving effect to any principles of conflicts of law. By your agreement to these Terms and your use of the Services, you agree to submit to personal jurisdiction in Wyoming for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury. Unless otherwise agreed in writing, any dispute arising out of or relating to these Terms shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in the English language before a single arbitrator. You acknowledge and agree that you may bring claims against the Company only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
These Terms, together with the Company's Privacy Policy and any other legal notices published by the Company on the Site, constitute the entire agreement between you and the Company concerning the Services. If any provision of these Terms is held unenforceable, that provision shall be enforced to the maximum extent permissible, and the remainder of these Terms shall continue in full force and effect. The failure of the Company to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
This website is owned and operated by Calmwell Investments. The Company is not a registered broker, dealer, investment advisor, investment manager, or registered funding portal. Any securities referenced through this site are offered in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended, are subject to legal restrictions on transfer and resale, and investors should not assume they will be able to resell their securities. Investing in securities involves risk, and investors should be able to bear the loss of their entire investment. Past performance is no guarantee of future results. Some statements on this website are forward-looking statements which involve known and unknown risks and uncertainties, and you should not rely upon forward-looking statements as predictions of future events. Before making an investment decision, potential investors are advised to carefully read the related subscription and offering documents and to consult with their tax, legal, and financial advisors. The Company does not give investment advice or recommendations regarding any offering referenced on this website.