Last Update: August,2015
Summary of Service:
By accessing the Site you become a Heartland Investment Partners, LLC user (“User”). Users who wish to invest in Real Estate (“Real Estate”). The User who creates a Profile becomes an Investor (“Investor”).
Heartland Investment Partners, LLC is a real estate company that current owns a diverse amount of investment real estate located in Iowa. Users visit the Site to learn about investment real estate opportunities in the Heartland, specifically Iowa and its surrounding states.
Heartland Investment Partners, LLC is a web site that permits Heartland Investment Partners, LLC to offer and sell securities in their Company directly or indirectly (“Accredited Web Site”) which may be accessed at www.HeartlandInvestmentPartners.com.
Accredited Web Site:
The Accredited Web Site permits users to invest directly in Heartland Investment Partners, LLC by purchasing securities issued by the Company (“Direct Raise”) or invest indirectly by purchasing securities issued by an investment fund (“Investment Fund”), a separate limited liability company created for the sole purpose of investing in the Company. Investors in the Investment Fund are not the record or beneficial shareholders of the Company but instead become members of the Investment Fund. The Investment Fund is managed by a managing member in accordance with the terms of its operating documents.
In an investment fund, the investment manager manages, controls, and conducts the affairs of the investment fund exercises any management rights negotiated with the Company. Investors of the Investment Fund do not have the same voting rights as those of a Direct Raise, and may or may not have redemption or withdrawal rights pursuant to the provisions under the Investment Fund’s operating agreement. Investors in the Investment Fund may be charged an administrative fee to cover the actual out-of-pocket costs of the investment fund; the administrative fee is disclosed to the investors at the time of the investment fund formation. Investors in an Investment Fund have the benefit of the investment managers experience in securities or related transactions. An investment manager may receive a share of any profit of the Investment Fund for providing management services (“carried interest”), but may not receive any transaction based fees such as commission. Terms may vary so you are required to read all offering materials carefully and consult with your legal, financial and investment counsel. The investment manager for offerings posted on the Site is an affiliated of Heartland Investment Partners, LLC. The foregoing description is non-exhaustive and should not be deemed to be legal advice.
Heartland Investment Partners, LLC is not a registered broker-dealer and does not offer investment advice or advise on the raising of capital through securities offerings, nor is Heartland Investment Partners, LLC an investment manager. Heartland Investment Partners, LLC does not recommend or otherwise suggest that any investor make an investment in a particular Company, or that any Company offer securities to a particular investor. Heartland Investment Partners, LLC takes no part in the negotiation or execution of transactions for the purchase or sale of securities, and at no time has possession of funds or securities. No transactions are executed or negotiated on or through the Site.
Heartland Investment Partners, LLC also provides a place for Users to interact and share information. Through the Site, email, websites, and other media, the Service makes accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, projects, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). Users may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible (“Submit”) Content. “User Submissions” means any Content Submitted by Users.
Acceptance of Terms:
Eligibility for Use of the Service:
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is accurate and truthful. If you are a Founder with an entity or if you are an entity applying to conduct a Raise using the Service, you represent and warrant that the Raise is being conducted by a legal US entity, including but not limited to limited liability companies, corporations, and limited liability partnerships. Heartland Investment Partners, LLC may, in its sole discretion, refuse to offer the Service to any person or entity and Heartland Investment Partners, LLC may, in its sole discretion, change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
Heartland Investment Real Estate, LLC welcomes U.S. and non-use issuers. However, it is Heartland Investment Partners, LLC’s policy to not allow non-U.S. residents to invest in offerings on Heartland Investment Partners, LLC due to the complexities of complying with securities laws in non-U.S. jurisdictions. Heartland Investment Partners, LLC may in the future make exceptions to this policy on a deal by deal, or investor by investor basis, where listed companies can provide adequate assurances of compliance with non-U.S. law. In these limited instances, the terms and conditions of non-U.S. investor participation will be included on the particular deal page.” Accordingly, unless prior written consent is obtained from Heartland Investment Partners, LLC, prospective investors who access the Service are deemed to represent and warrant that they are bona fide residents of the U.S.
- You agree not to post any material that is obscene, lewd, lascivious, pornographic, contains nudity or visual depictions of sexual acts, excessively violent, harassing, or otherwise objectionable;
- You agree not to post any Content that violates any copyrights, patents, trademarks, trade secrets, or any other intellectual property rights of others, or any Content that violates any law;
- You agree not to post any Content that disparages any third-party or Heartland Investment Partners, LLC;
- You agree not to post any Content that you know is false, misleading, or inaccurate;
- You agree not to use the Site in any tortious or unlawful manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress;
- You agree not to post any Content that constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
- You agree not to introduce any malicious software, viruses, worms, Trojan horses, or other harmful code on the Site that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Heartland Investment Partners, LLC or any third party;
- You agree not to impersonate any person or entity, including any employee or representative of Heartland Investment Partners, LLC;
- You agree not to circumvent any security-related features of the Site, including those designed to limit copying or reproduction of the Content; and
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Heartland Investment Partners, LLC in its sole discretion) an unreasonable or disproportionately large burden or load on Heartland Investment Partners, LLC’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Heartland Investment Partners, LLC may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.
You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
Heartland Investment Partners, LLC does not guarantee that any Content will be made available through the Service. Heartland Investment Partners, LLC has no obligation to monitor the Service or Content. Heartland Investment Partners, LLC reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a Raise or Company Profile; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; and (ii) remove or block any User or User Submission. Heartland Investment Partners, LLC reserves the right not to comment on or provide explanations for any of these actions and shall not, to the fullest extent permissible by law, be held liable for any losses or damages resulting from the foregoing.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the User. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is done so at your own risk.
We do not endorse, support, represent 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. You understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Heartland Investment Partners, LLC be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere. 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 Heartland Investment Partners, LLC 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.
Heartland Investment Partners, LLC shall not be liable for any investment decisions made based upon such Content. Users agree that any reliance upon any Content or information distributed through, posted on or accessed from the Site is at your sole risk. Heartland Investment Partners, LLC is entitled to rely upon the information provided by its users. Heartland Investment Partners, LLC cannot guarantee that your investment will be safe. Users acknowledge and agree that Heartland Investment Partners, LLC does not provide any representation, warranty or assurance that the offering on the Site are made in accordance with state and/or Federal securities law, including the exception to the sale of unregistered securities. Heartland Investment Partners, LLC make no representation or warranties regarding the legality or compliance of any offering posted on the Site.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other Users and our third party partners. You understand that your Content may be syndicated, relied on, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
Disclaimer of Warranty:
To the fullest extent permissible by law, the Site and the Content (including without limitation any information, documents, forms, resources, or referrals contained thereon or therein) are provided “AS IS” and WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM THE USE OF THE SITE OR THE CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND THE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HEARTLAND INVESTMENT PARTNERS, LLC AND ITS AFFILIATES AND EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON DURATIONS OF IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. We do not warrant that the Site or the Content will meet your requirements, and we explicitly advise you that all or part of the Content may be inapplicable to or inappropriate for your particular circumstances. Therefore, you should consult with an appropriate legal, accounting, or other professional prior to your use of or reliance of any of the Content. We are under no obligation to and do not undertake to update or verify the completeness or correctness of any Content.
Heartland Investment Partners, LLC has no special relationship with or fiduciary duty to you. You acknowledge that Heartland Investment Partners, LLC has no duty to take any action regarding any of the following: which Users gain access to the Site; what Content Users access through the Site; what effects the Content may have on Users; how Users may interpret or use the Content; or what actions Users may take as a result of having been exposed to the Content.. You release Heartland Investment Partners, LLC from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Heartland Investment Partners, LLC makes no representations concerning any Content on the Site, and Heartland Investment Partners, LLC is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.
Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): HEARTLAND INVESTMENT PARTNERS, LLC MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Heartland Investment Partners, LLC will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Heartland Investment Partners, LLC’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
No Professional Advice:
While some of the Content on the Site may relate to legal, tax, investment, or accounting matters, neither Heartland Investment Partners, LLC nor any of the professionals providing Content on the Site are providing professional advice to you, and you acknowledge that there is no professional relationship (including without limitation any attorney-client relationship) between you and any of the same, unless you and such party expressly agree otherwise. Heartland Investment Partners, LLC is not a licensed broker-dealer and do not offer investment advice. Featuring of investment properties by Heartland Investment Partners, LLC or representation of the quality of any potential investment in such properties is not guaranteed byHeartland Investment Partners, LLC.
Accredited Platform Rules:
By applying for access to the Accredited portion of the Site, you represent that you are a professional who understands risk and are willing to bear the consequences. You promise to act responsibly when using the Accredited portion of the Site, and you promise to conduct yourself in a professional manner in all your interactions with Heartland Investment Partners, LLC and any User of Heartland Investment Partners, LLC. You are strongly advised to consult appropriate counsel before investing. You acknowledge that meeting the Accredited Investor standard does not mean that investing in private placement securities is suitable for your individual financial position and risk profile.
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. Generally, start-up ventures use one or more of the “private placement” exemptions because such exemptions allow them to raise capital without complying with the costly and time-consuming registration process. One such “private placement” exemption under Rule 506(b) (“506(b) offering”) requires that neither the company which is offering its securities nor any person acting on the Issuer’s behalf may offer or sell the securities by any form of “general solicitation.” Securities offerings posted on the Site may also be made pursuant to a second “private placement” exemption under Rule 506(c) (“506(c) offering”) that allows general solicitation during securities offerings as long as the Issuer takes reasonable steps to verify that all purchasers are Accredited Investors. You are responsible for complying with any and all Federal securities laws, as well as state blue sky laws and filings.
By applying for access to the Accredited portion of the Site, you agree (i) that you are an Accredited Investor, (ii) that all information you input or agree to is accurate and complete, and (iii) to be bound by this entire Agreement, including the following terms:
Accredited Investors. “Accredited Investor” is defined by the SEC in Rule 501 as any of the following:
- 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;
Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
YOU MUST MEET ONE OF THE ABOVE CRITERIA BEFORE INVESTING ANY SECURITIES OFFERING ON THE SITE. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTIONS. YOU AGREE TO IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION.
- We will require all Users of Heartland Investment Partners, LLC who identify themselves as an Accredited Investor to execute an Accredited Investor Questionnaire and related documents. Federal law requires that a Company issuing securities in a Direct Raise or an Investment Fund issuing securities in the Investment Fund(“Issuer”) independently verify Users’ status as an Accredited Investor before accepting subscription. Users agree to cooperate with any requests for additional information. In these documents, an Accredited Investor warrants it is an Accredited Investor and has the necessary knowledge and sophistication to evaluate properties, opportunities, and content. We do not verify its representations nor are we obligated to or responsible for such verification, either in a Direct Raise or an Investment Fund. The questionnaire will be maintained by Heartland Investment Partners, LLC in a file that is available for inspection by the appropriate Federal agency. Accredited Investors understand, acknowledge and agree that other parties are relying on the statements made herein and that any willfully false statement is sufficient cause for removal from the Site, rejection of Accredited Investor status, along with other legal causes of action. All investment managers utilizing the Heartland Investment Partners, LLC.com domain hereby agree that it is up to them, as the Founder of a Company or investment manager of an Investment Fund, to determine whether an Investor is an Accredited Investor in the event you decide to enter into a transaction with that investor. Issuers may not rely on Heartland Investment Partners, LLC’s designation of a User as an Accredited Investor as sufficient to meet its obligations for a 506(c) offering.
- As an Accredited Investor on the Site, you also are agreeing to certain representations, warranties and agreements relating to the any potential interaction with an Issuer or Company on Heartland Investment Partners, LLC or the purchase of securities by you from a potential Founder or Company in a transaction (“Transaction”). You agree that:
- You have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a Transaction and are consummating a Transaction with a full understanding of all of the terms, conditions and risks, and willingly assume those terms, conditions and risks. You acknowledge, understand and agree that Heartland Investment Partners, LLC is not representing or warranting any of the information on the Site. You are responsible for your own due diligence of an Issuer or Company;
- You will make any decision to consummate any Transaction or communication based on your own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. You will make your own decision concerning any Transaction without reliance on any representation or warranty of, or advice from, Heartland Investment Partners, LLC;
- You agree that Heartland Investment Partners, LLC shall have no liability whatsoever to you, or your beneficiaries, due to or in connection with your use of Heartland Investment Partners, LLC’s Site or Services or any Transaction between you and an Issuer. You understand that Heartland Investment Partners, LLC does not warrant or represent any information on its site or service or any information related to Issuers. You are entirely responsible for conducting your own assessment of any and all Issuers on Heartland Investment Partners, LLC’s Site. You hereby irrevocably waive any claim that you might have based on the failure of Heartland Investment Partners, LLC to discover or disclose any private or public Company information (the “Information”). You understand, based on your experience, the disadvantage to which you may be subject due to the disparity of Information between you and Heartland Investment Partners, LLC. Notwithstanding this, you deem yourself sophisticated enough to proceed.
- Each Founder is solely responsible for the material it posts on this Site and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made.
The securities offered on the Accredited Platform may only be acquired by Accredited Investors who are familiar with and willing to accept the high risks associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the Securities and Exchange Commission. Additionally, securities may be subject to holding period requirements. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. Investors are solely responsible for conducting any legal, accounting or due diligence review. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. The securities being offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance, among other exemptions, on the exemptive provisions of Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect.
We strongly advise you to consult a legal, tax and financial professional before investing.
Quality Standards: You represent and warrant that all Content provided by you to Heartland Investment Partners, LLC to post on the Site meet certain standards to ensure the quality of its platform and the integrity of its social network. To this end, you understand that materials submitted must:
- Contain all required fields and data;
- Be presented in a professional manner with visual clues and professional formatting;
- Not contain any untrue statement of a material fact or omit to state a material fact;
- Not contain any confidential information;
- Contain clear data presentation;
- Present a complete and accurate view of the company;
- Present a complete and accurate view of the Raise;
- Present a complete and accurate view of the team, advisors and investors;
- Present a clear pitch and deal summary;
- Have an updated company profile on Heartland Investment Partners, LLC;
- Have founders and team members with full profiles;
- Be clear and concise;
- Use proper grammar, punctuation and spelling;
- Use a professional tone; and
- Present a Company in the manner, maturity and documentation that is customarily expected of private companies raising money through a regulated issuance of equity through Regulation D or similar issuances.
- 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.
- You will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited 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).
- You will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice.
- You understand and acknowledge that Heartland Investment Partners, LLC is not a registered broker-dealer and that it cannot and does not offer investment advice.
- You understand and acknowledge that as a potential Issuer, should your networking lead to an investment that you are solely responsible for ensuring any party you meet on the site is an Accredited Investor.
- Do not use Heartland Investment Partners, LLC to market services, particularly investment advisory services, which might cause Heartland Investment Partners, LLC to have to register as a broker dealer with the SEC and FINRA, or to be treated as an underwriter.
- You acknowledge and agree that Heartland Investment Partners, LLC is relying on your representations, warranties and agreements herein as a condition to allowing you access onto the Site and Service.
- Heartland Investment Partners, LLC has no duty, nor should you expect Heartland Investment Partners, LLC to evaluate, confirm, endorse, or otherwise stand behind any third-party statements. Heartland Investment Partners, LLC does not and is not required to verify the truth, accuracy or completeness of any information posted on the Site by third-parties. You acknowledge that you are solely responsible for conducting due diligence on a potential investment.
- Do not claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through Heartland Investment Partners, LLC, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on Heartland Investment Partners, LLC.
- For a variety of reasons, there are certain business segments that are difficult for the Heartland Investment Partners, LLC to assess, and therefore, Heartland Investment Partners, LLC will not support on the Site. Therefore, companies related to or offering guns, firearms, tobacco, cigarettes, pyramid marketing, gambling, contests, raffles, or any illegal activities shall not be permitted on the Site. Heartland Investment Partners, LLC only supports for-profit companies. Heartland Investment Partners, LLC may not support Companies or Raises or businesses that are simultaneously running funding campaigns on other funding platforms.
- Heartland Investment Partners, LLC reserves the right to reject, cancel, interrupt, remove, or suspend a Raise at any time and for any reason. Heartland Investment Partners, LLC is not liable for any damages as a result of any of those actions. Heartland Investment Partners, LLC’s policy is not to comment on the reasons for any of those actions.
- Heartland Investment Partners, LLC is not liable for any damages or loss incurred related to Raises or any other use of the Service. All dealings are solely between Users. Heartland Investment Partners, LLC is under no obligation to become involved in disputes between any Users, or between Users and any third party. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with Raises on the Site. Heartland Investment Partners, LLC does not oversee the performance or punctuality of Raises. Heartland Investment Partners, LLC does not guarantee the completion of any Raise stated to be undertaken by any Company or warrant the outcome or success of any Raise or any Company. Heartland Investment Partners, LLC does not endorse any User Submissions or User Content or Accredited Investor status.
- Heartland Investment Partners, LLC Employees and Affiliates: You understand that Heartland Investment Partners, LLC employees and affiliates may participate in the Service as Founders or Investors, and that Heartland Investment Partners, LLC is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.
- Confidentiality: By becoming a member of Heartland Investment Partners, LLC, or otherwise using the Services or viewing content made available through Heartland Investment Partners, LLC in any way, you may have an opportunity to see Private Information. “Private Information” means all information acquired by, through or in connection with your use of the Service or Site that was provided by you or another person and which you or another person identified as “Private” in any manner reasonably designed to identify the character of such information. Investors may see that information depending on the access you grant them. We will do our best to display information you have designated as “Private” only to Investors who have explicitly given permission to, but make no promises to this effect. We cannot, for instance, require Investors who see your Private Information to agree not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material, or that Investors actually fit within any category.
- If you are an Investor or you are otherwise able to see any material that has been designated as confidential regardless of whether it is designated as Private, you must recognize that it is important to use discretion in how you handle that Private Information. A Founder may request that you sign an NDA prior to viewing the information. You will also want to select what kinds of Founders you would like an introduction to and what kinds of business plans you would like to see. We do not promise to show you all qualifying business plans, nor can we promise that all business plans that we show you will actually satisfy your criteria.
- It is expected that you will use discretion in determining what you do with such Private Information. You agree, however, that you will not republish any Information you acquire through the Service via an Internet website, one of the principal purposes of which is to compete with Heartland Investment Partners, LLC.
- Moreover, if in the course of asking for information related to your status as an Accredited Investor or a Qualified Purchaser, we ask you personal questions regarding your net worth and your income, we will do our best to keep any specific information you provide confidential; however, Users may still be able to infer certain facts about income and net worth from your qualification as an investor on the Site.
No Disqualifying Events
- Heartland Investment Partners, LLC represents that none of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Issuer participating in the Offering, any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act) connected with the Issuer in any capacity at the time of sale nor any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, an “Issuer Covered Person” and collectively, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3). Heartland Investment Partners has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and agrees to promptly notify Users in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Heartland Investment Partner’s notice despite its (prior) reasonable efforts to discover.
Limitation of Obligations:
- Heartland Investment Partners, LLC has no obligation to display your Content to any other User, nor is Heartland Investment Partners, LLC obligated to introduce you to any other Investor.
- Heartland Investment Partners, LLC is not responsible for doing diligence on the Users you meet through Heartland Investment Partners, LLC.
- Heartland Investment Partners, LLC does believes the information presented on the property or investment fund opportunities are reliable but not guaranteed. Investment cash flows, returns and property performance is not guaranteed.
- Heartland Investment Partners, LLC has no obligation to maintain the confidentiality of any Content you provide, other than Private Information, and with respect to Private Information, Heartland Investment Partners, LLC is not obligated to protect it other than by designating it as such.
- Heartland Investment Partners, LLC has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide, but Heartland Investment Partners, LLC does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
- In the event that Heartland Investment Partners, LLC invests in any business, Heartland Investment Partners, LLC is not obligated to make that investment opportunity available to anyone else.
Fees and Payments:
Joining Heartland Investment Partners, LLC is free. However, we do charge fees for certain services. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service. Heartland Investment Partners, LLC does not receive any transaction based commissions or fees contingent upon the sale of securities. Third-Party Websites:
The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under Heartland Investment Partners, LLC’s control, and you acknowledge that Heartland Investment Partners, LLC is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with Heartland Investment Partners, LLC. You further acknowledge and agree that Heartland Investment Partners, LLC shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
Content and Licenses:
You agree that the Service contains Content provided by Heartland Investment Partners, LLC and its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service.
Heartland Investment Partners, LLC grants to each User of the Service a worldwide, non-exclusive, non-sublicensable, revocable and non-transferable license to use and reproduce the Content that the individual User creates on our Service, solely for personal use. Any other use, reproduction, modification, distribution, or storage of any Content is prohibited without prior written permission from Heartland Investment Partners, LLC or the Content owner. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.
By Submitting User Submissions on the Site or otherwise through the Service, you agree to the following terms:
- You grant to Heartland Investment Partners, LLC the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf, its successors and assigns to): (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, and distribute, your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the “Trademarks”) in connection with (a) the Service, (b) Heartland Investment Partners, LLC’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service.
- You are publishing your User Submission, and you may be identified publicly by your name or User Name in association with your User Submission.
- You grant to each User a non-exclusive license to access your User Submissions through the Service, and to use, modify, reproduce, distribute, and display such User Submissions solely for personal, non-commercial use.
- You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Heartland Investment Partners, LLC all of the license rights granted herein.
- You represent and warrant that the use or other exploitation of User Submissions by Heartland Investment Partners, LLC and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
- Heartland Investment Partners, LLC shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.
- All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from whom that information originated.
- Heartland Investment Partners, LLC will not be liable for any errors or omissions in any Content.
- Heartland Investment Partners, LLC cannot guarantee the identity of any other Users with whom you may interact while using the Service.
- All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.
- Users are solely responsible for registering and enforcing their intellectual property.
In accordance with the Digital Millennium Copyright Act (“DMCA”), Heartland Investment Partners, LLC has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. Heartland Investment Partners, LLC also may terminate User accounts even based on a single infringement, at the sole discretion of Heartland Investment Partners, LLC.
Heartland Investment Partners, LLC will remove infringing materials in accordance with the DMCA if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Heartland Investment Partners, LLC’s Copyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the US Copyright Act, 17 U.S.C. § 512(c)(3), for more information):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of the material that you claim to be infringing, and a description of where the material that you claim is infringing is located on the Site, sufficient for Heartland Investment Partners, LLC to locate the material;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please notify Heartland Investment Partners, LLC’s Copyright Agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the US Copyright Act, 17 U.S.C. § 512(g)(3), for more information):
- a physical or electronic signature of the User of the Services;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
- the subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification as described above or an agent of such person.
Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
Our designated copyright agent for notice of alleged copyright infringement is:
Heartland Investment Partners, LLC, Inc.
743 10th St.
Marion, IA 52302
Please note that this procedure is exclusively for notifying Heartland Investment Partners, LLC and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. Â§512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to email@example.comHeartland Investment Partners, LLC may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights. You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Limitation of Liability:
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL HEARTLAND INVESTMENT PARTNERS, LLC, ITS AFFILIATES, NOR EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Governing Law – Arbitration:
All provisions shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law and regardless of your country of origin or the location where you access the Site. All disputes arising out of or related to the provisions herein and/or the use of the Site or the Content shall be resolved by final and binding arbitration before one neutral arbitrator working for ADR Services, Inc. in Los Angeles, California (“ADR”). You consent to the personal jurisdiction of ADR in Los Angeles County, California, USA, and you agree that ADR in Los Angeles County is the sole venue for any dispute. Any dispute shall be resolved under the then-applicable streamlined ADR rules and procedures. Arbitration costs and reasonable attorneys’ fees and costs of both parties shall be borne by the party that ultimately loses as determined by the arbitrator. An award by the arbitrator may be entered by any party in a court of competent jurisdiction. IN AGREEING TO ARBITRATE, YOU ARE GIVING UP YOUR RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY.
International Rules and Regulations:
The Service is controlled and operated from facilities within the United States. Heartland Investment Partners, LLC makes no representations that the Service is appropriate or available for use in other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. Securities offerings exempted under Rule 506(c) on the Accredited Platform, are only directed at, or intended for purchase or investment by “U.S. Persons” defined under Rule 902(k) of the Securities Act. The Content, material and information contained on the Site may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The Content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Subscriptions to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
Electronic Delivery – Notice Policy – Consent:
By using the Services, you consent to receive from Heartland Investment Partners, LLC all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, “Contract Notices”) electronically. Heartland Investment Partners, LLC may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service.
You agree that Heartland Investment Partners, LLC may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your account. You agree to notify us of any changes in your address or contact details. Heartland Investment Partners, LLC may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Heartland Investment Partners, LLC shall have a reasonable period to effect such a change and Heartland Investment Partners, LLC may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
Integration and Severability: