Member Agreement

This agreement sets forth the terms and conditions that apply to individual investor access and use of the website located at www.zacksprivate.com (Zacks Private). Zacks Private is owned and operated by Zacks Investment Research, an Illinois company. Use of ZacksPrivate.com constitutes your agreement to be bound by the terms and conditions contained in this Member Agreement and Zacks Private’s Privacy Policy, as amended from time to time.

1.   Accredited Investor Status and Your Personal Information

Your use of ZacksPrivate.com, including any content, tools, features and functionality of this website, constitutes your acceptance of this agreement.

You represent and warrant that you are an accredited investor as defined by the SEC and that you are of legal age. By accepting this agreement, you represent that you have the capacity to be bound by it, or if you are acting on behalf of a company or entity that you have the authority to bind such entity. You may print or save a copy of this agreement for your records.

You hereby authorize and permit Zacks Private to forward your contact information to issuers that you have expressly identified using the various features and functions of the site. Furthermore, you are aware and understand that the issuers will thereafter contact you with expressed intent of inducing you to participate in their private placement which involves the purchase of private securities. You expressly acknowledge that you have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of hedge funds and other private securities investments. Furthermore, you acknowledge you have been made fully aware that the securities are being offered in reliance on an exemption from the registration requirements of the Securities Act and are not required to comply with specific disclosure requirements that apply to registration under the Securities Act. The SEC has not passed upon the merits of or given its approval to the securities, the terms of the offering, or the accuracy or completeness of any offering materials. The securities are subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their securities. The securities may be sold only to accredited investors who meet certain minimum annual income or net worth thresholds. 

You represent and warrant that you have read the Zacks Private’s Disclaimer and that you fully understand the warnings explained therein related to investing in Reg D offerings.

2. Information from Third Parties

Zacks Private works with third-party providers of information in connection with our services. Zacks Private does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality, non-infringement or completeness. Zacks Private is not responsible for any third-party products and services or third-party websites accessed through ZacksPrivate.com.

3. Offers and Third-Party Links

Our services may be supported by sponsored links from advertisers and display offers. In connection with any such offers, we may provide links to other websites belonging to Zacks Private, advertisers and other third parties. Zacks Private does not endorse, warrant or guarantee the products or services available through any such offers (or any other third-party products or services advertised on or linked from its site), and ZacksPrivate.com is not an agent or broker or otherwise responsible for the activities or policies of those websites.

4. Member Registration

Your right to access and use ZacksPrivate.com and the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use ZacksPrivate.com for lawful purposes.

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your login ID email address, allows you to access our services. Your login ID and password, together with any mobile number or other contact information you provide form your Registration Information. If you become aware of any unauthorized use of your registration information, you agree to notify Zacks Private immediately.

By providing Zacks Private with your email address, you agree to receive all required notices electronically to the email address provided. It is your responsibility to update or change that address. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the email or through a link to the appropriate page on its site, accessible through any standard, commercially available internet browser.

Your access and use of ZacksPrivate.com may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of ZacksPrivate.com. ZacksPrivate.com cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalized settings or other service interruptions. Zacks Private cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalized settings.

5. Online and Mobile Alerts

Zacks Private may from time to time provide automatic alerts and voluntary account-related alerts.

Automatic alerts may be sent to you following certain changes made online to your Zacks Private account, such as a change in your registration information. You do not need to activate these alerts. Although you may have the option to turn off some of these automatic alerts, Zacks Private recommends that you leave them on, since they may be security-related.

Voluntary account alerts may be turned on by default as part of our services. Zacks Private may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert may have different options available, and you may be asked to select from among these options upon activation of your service.

Any such electronic alerts will be sent to the email address you have provided as your primary email address for Zacks Private. If your email address changes, you are responsible for informing ZacksPrivate.com of that change. Changes to your email address will apply to all of your alerts. Alerts may include your login ID and some information about your account. Anyone with access to your email will be able to view the content of these alerts. You may disable future alerts at any time.

6. Alert Disclaimer

You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. ZacksPrivate.com does its best to provide alerts in a timely manner with accurate information. ZacksPrivate.com does not guarantee the delivery or the accuracy of the content of any alert. You explicitly agree that Zacks Private shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert, for any errors in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert.

7. Rights You Grant to Us

As the owner of any information, data, passwords, usernames, PINs, other log-in information, materials or other content (collectively, ‘Account Content’) you provide to Zacks Private through our services, you are licensing, free of any charge, the Account Content to Zacks Private solely for the purpose of participating in our service. Zacks Private may use this content but only to provide our service to you. By submitting this content, you represent that you are entitled to submit it to ZacksPrivate.com for use for this purpose, without any obligation by Zacks Private to pay any fees.

You hereby authorize and permit Zacks Private to use information submitted by you to our service (such as account passwords and user names) to configure our service so that it is compatible with third party sites.

8. Intellectual Property Rights

ZacksPrivate.com’s 'look and feel' (for example, the text, graphics, images, logos and button icons appearing on the website), photographs, editorial content, notices, software (including html-based computer programs) and other materials are protected under United States and other applicable copyright, trademark and other laws. The contents of ZacksPrivate.com belong or are licensed to Zacks Private or its software or content suppliers. Zacks Private grants you the right to view and use ZacksPrivate.com subject to these terms. You may download or print a copy of information provided on ZacksPrivate.com for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from ZacksPrivate.com, in whole or in part, for any other purpose is expressly prohibited without Zacks Private’s prior written consent.

9. Access and Interference

You agree that you will not:

1.    Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor ZacksPrivate.com or any portion of ZacksPrivate.com, without Zacks Private’s express written consent, which may be withheld in Zacks Private’s sole discretion;

2.    Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search ZacksPrivate.com, other than the search engines and search agents available through our service and other than generally available third-party web browsers (such as Microsoft Explorer);

3.    Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of ZacksPrivate.com or our service; or

4.    Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of ZacksPrivate.com or our service.

10. Company Bulletin Boards

Zacks Private may allow Members to post content on company bulletin boards or at various other publicly available locations on ZacksPrivate.com.

1.    You are solely responsible for all content you submit to ZacksPrivate.com.

2.    By submitting content to ZacksPrivate.com, you represent that you have all necessary rights and hereby grant ZacksPrivate.com a perpetual, worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with ZacksPrivate.com and its business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of our service a non-exclusive license to access your posted content through ZacksPrivate.com, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of ZacksPrivate.com and under this Agreement.

3.    You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.

4.    You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.

5.    You may not interfere with other users' use of this service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of ZacksPrivate.com, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the service infrastructure or that negatively affects the availability of the service to others.

6.    You may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in areas explicitly designated for such purpose.

7.    You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of ZacksPrivate.com that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with ZacksPrivate.com.

8.    You may not copy or use personal identifying or business contact information about other users without their permission. Unsolicited emails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through this service are prohibited.

11. Disclaimer of Representations and Warranties

The content and all services and products associated with Zacks Private provided through this service are provided to you on an “as is” and on an “as available” basis. Zacks Private makes no representations or warranties of any kind, express or implied, as to the content or operation of the ZacksPrivate.com or this service. You expressly agree that your use of this service is at your sole risk.

Zacks Private makes no representations, warranties or guarantees, express or implied, regarding the accuracy, reliability or completeness of the content on ZacksPrivate.com or of the service, whether such content is provided by Zacks Private or by a user of the service. Zacks Private expressly disclaims any warranties of non-infringement or fitness for a particular purpose. Zacks Private makes no representation, warranty or guarantee that the content may that may be available through the service is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage surreptitiously intercept or expropriate any system, data set, or personal information.

12. Zacks Private

Zacks Private does not intend to provide legal, tax, investment or financial advice. Zacks Private is not 1) a registered exchange or an Alternative Market System under the Securities Exchange Act of 1934; 2) a registered investment adviser under the Investment Advisers Act of 1940, or 3) a broker dealer or 4) a financial or tax planner, and does not offer legal advice to any user of this service. Your personal financial situation is unique, and any use of this website may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any transaction, Zacks Private strongly suggests that you obtain additional information and advice from your legal or financial advisers who are fully aware of our individual financial circumstances.

13.  Fees

Zacks Private is owned and operated by Zacks Investment Research and may be compensated by issuers or their representatives for referring leads (members who have expressed an interest in learning more or participating in an offering advertised on the site or in an offering offered by an issuer on this site).  Zacks Private may receive a referral fee for such introduction; this fee will be fixed and in no way related to any successful transaction. The issuer is wholly responsible for these fees; at no time will Zacks Investment Research collect fees directly from an investor/member.  If you are contacted by anyone in attempt to collect a fee for using this site, please notify us immediately at support@ZacksPrivate.com.

14. Limitations on Liability

Zacks Private shall in no event be responsible or liable to you or to any third party, whether in contract, warranty, tort (including negligence) or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated or punitive damages, including but not limited to loss of profit, revenue or business, arising in whole or in part from your access to ZacksPrivate.com or your use of this service, even if Zacks Private has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this agreement, Zacks Private’s liability to you for any cause whatever and regardless of the form of the action, will at all times be limited to $500.00 (five hundred U.S. dollars).

You agree that any cause of action arising out of or related to your use of ZacksPrivate.com or this service must commence within one (1) year after the cause occurs. Otherwise, any such cause is permanently barred.

15. Indemnification

You shall defend, indemnify and hold harmless Zacks Private and its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, from and against all claims and expenses, including but not limited to attorneys' fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

16. Termination

This Agreement will continue to apply until terminated by either you or Zacks Private. You may terminate your legal agreement with Zacks Private by closing your ZacksPrivate.com account. Zacks Private may at any time, in its sole discretion, terminate its legal agreement with you immediately upon notice to the email address provided by you as part of your member registration.

17. Modifications of this Agreement

Zacks Private may modify this Agreement from time to time. You will be notified of any and all changes to this Agreement through a prominent notice on Zacks Private. The Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you visit ZacksPrivate.com or use this service after such changes are made.

18. Governing Law and Venue for Disputes

This Agreement, and your relationship with Zacks Private under this Agreement, is governed by the laws of the State of Illinois. Any dispute with Zacks Private, or its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, arising under or in relation to this Agreement shall be resolved exclusively within the county of Cook, Illinois, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Zacks Private may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Zacks Private is able to offer this service at the terms designated, without charge to you, and that your assent to this provision is an integral part of Zacks Private's willingness to enter into this Agreement.

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if Zacks Private does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Zacks Private has the benefit of under any applicable law), such failure to exercise such right or remedy may not be construed as a waiver of any other rights and remedies of Zacks Private.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Member Agreement (including the Privacy Policy incorporated by reference to this Agreement) represents the entire understanding and agreement between you and Zacks Private regarding the subject matter of the same, and supersedes all other previous agreements.

The Member Agreement was last revised on February 26, 2014.