Terms Of Service

TERMS OF SERVICE

This agreement is between Zacks Investment Research, the owner of the site www.zacksprivate.com, and either a) a direct issuer of Reg D securities, b) an authorized representative of such an issuer, or c) a FINRA broker dealer authorized to sell Reg D securities, who desires to display information related to their offering to accredited investors over this website, all of whom are referred to herein as "you" or "your" or "issuer." 

By uploading information related to your Reg D offering to this website, you accept the terms of this agreement. This is a legally binding agreement between you and Zacks Investment Research; please read it carefully.

Zacks Private operates under the supervision of Zacks Investment Research and in accordance with the applicable SEC LAMP and related no action letters which provide the framework for a non-broker dealer to provide an online library of Reg D offerings, a social media website, and an interactive online forum to accredited investors. Only individuals who register at this site and indicate that they are accredited investors are provided with access to the information provided by the issuers of the offerings listed on this site.

When an accredited investor expresses an interest in receiving more information about an offering identified on the site, or wishes to communicate with or receive communications from the issuer of an offering or a desire to participate in the offering, Zacks will provide the relevant contact information to the issuer and may be paid a fee by the issuer. Individual investors who register at this site have been told about this relationship between Zacks Investment Research and the issuers. Any fees paid to Zacks Investment Research by you are not dependent upon the success or size of any particular transaction or group of transactions. 

Unless otherwise clearly expressed in writing, Zacks Investment Research does not provide any investment advice or opinion as to the value of any of the offerings listed on this site and nothing contained on this site may be construed as investment advice, a solicitation or a recommendation. Zacks Investment Research does not purchase or hold any interests in any of the offerings listed on this site.

General Display

To participate as a General Display issuer, you need only to upload marketing materials related to your firm and to your specific offerings. When an accredited investor expresses an interest in your offering, a representative of Zacks Investment Research will contact you to discuss the terms under which the identified accredited investor will be referred to you.

Active Display

The offerings designated as Active Offerings are offerings whose issuers intend to file a new Form D 506c with the SEC that notifies the public that they intend to use general solicitation to sell restricted securities. Additionally, they have agreed to abide by Zacks Private’s Terms of Service. Zacks Private and its affiliates are not endorsing, promoting, or otherwise recommending offerings included herein. To participate in Active Display, please email Client Services at info@zacksprivate.com.

Uploading Content

To use Zacks Private, you: (1) must be an issuer as defined in paragraph one of this agreement; (2) must not be a funding portal or an employee or agent of a funding portal; (3) must provide us with accurate, complete and truthful personal contact information and responses to all questions included in our online questionnaire regarding the description and condition of your offering (4) must accurately identify yourself, your company and the offering.

You may not upload false, misleading, illegal, obscene, threatening, defamatory comments or any content that is invasive of privacy rights, infringing of copyright, trademark or other intellectual property rights, or otherwise injurious to Zacks Private or third parties. By submitting content to Zacks Private, you agree to abide by the terms of this Terms of Service Agreement and any rules or policies established by Zacks Private for the area of our site in which you post your content.

If you upload any false, incomplete or inaccurate information, including, without limitation, offering/investment information or personal contact information, your offering will be immediately removed. By uploading your offering information to ZacksPrivate.com, you agree that ZacksPrivate.com and its service providers and affiliates may use your personal contact information, including your telephone number and email address, to communicate with you.

Responsibility for the information contained in each listing lies with each issuer. You alone are responsible for the material you post. You warrant that you own or otherwise control all of the rights (including any copyright, trademark, trade secret, patent or other intellectual property rights) to the content that you submit. Nothing will undermine a user's confidence in your offering faster than inaccurate statements or misleading representations about the investment. And since any erosion of user confidence in you is likely to be accompanied by erosion of user confidence in us, we care deeply about making sure that the information you supply is accurate and that, in all respects, you treat other Zacks Private users fairly and honorably.

We will perform quality assurance tests to confirm that those who display offerings on Zacks Private are prepared to sell the offerings/investments they advertise at the prices and terms advertised.

By uploading information related to your offering to Zacks Private, you are permanently granting Zacks Private and its affiliates, successors and licensees unlimited rights to reference such submitted material in statistical statements when presenting the site to prospective investors, the public, the media, and issuers and to specifically include your name and/or the name of your offerings in such presentations. The uploaded material itself remains the property of the issuer and Zacks Private will have no rights to use this material without permission of the issuer, other than this right of reference.

Funding Portals

If you run a separate funding portal, you may not use this site to obtain interest in an offering/investment on behalf of an issuer or their representative.  If you are a funding portal or an employee or agent of a funding portal and you desire to display your offerings at this site, you must purchase separate access to the program from Zacks Private.

Use of This Site 

You may not use this site to promote, without our prior written permission, any other website, product or service other than your offering.

Except as explicitly provided in this agreement, you may not distribute, transmit, display, reproduce, modify, create derivative works from, or otherwise exploit any of the materials on this site other than those uploaded by you. You may display and occasionally print a single copy of any page on the site for your personal, non-commercial use, but you may not otherwise reproduce any material appearing on this site without the prior written consent of Zacks Investment Research. You may not store any significant portion of, nor distribute copies of, materials found on this site, in any form (including electronic form), without prior written permission from the owner. Requests for permission to reproduce or distribute materials found on Zacks Private should be sent to our Client Services Manager, Zacks Private, 10 S. Riverside Plaza, Suite 1600, Chicago, IL 60606-3830

Website Links

You are free to establish a hypertext link to this site so long as the link does not state or imply any endorsement or sponsorship of you, your company, or your site by Zacks Private or any of its affiliates. However, without the prior written permission of Zacks Private, you may not frame any of the content of Zacks Private, nor incorporate into another website or other service any intellectual property of Zacks Private or its licensors.

Trademarks

Zacks Private ® and the Zacks Private logo are trademarks of Zacks Investment Research. The names of other products and services referred to on the site may be the trademarks of their respective owners. You may not use any trademark or service mark appearing on Zacks Private without the prior written consent of the owner of the mark. All contents of this site are: Copyright 1998-2013 Zacks Private, Inc. and/or its licensors. All rights reserved.

Content Guidelines

By submitting your offering information or other content to Zacks Private, you represent and warrant that your submission does not contain any computer viruses, worms, or other damaging computer files or code.

By accessing this website, you agree that you not will not use any automated mechanism (such as web robots, crawlers, or spiders) to access, query or otherwise collect information or scrape data from ZacksPrivate.com or any other service or website owned or operated by Zacks Investment Research except in strict conformance with the Robots Exclusion Protocol.

Indemnification

You will indemnify and hold harmless Zacks Investment Research, Zacks Private, its affiliates and service providers (and all of their respective officers, directors, employees and representatives) from all claims, demands, damages and costs (including attorneys' fees) resulting from content you submit.

Limitation of Liability

Under no circumstances will Zacks Private or its affiliates, agents or licensors be liable to you or anyone else for any damages other than direct damages, arising out of your use of this website or any product or service linked to or advertised or promoted on this website including, without limitation, consequential, special, incidental, indirect, punitive, exemplary, or other damages of any kind (including lost revenues or profits, loss of business or loss of data), even if we are advised beforehand of the possibility of such damages. You agree that the liability of Zacks Private and its affiliates, agents and licensors, if any, arising out of any kind of legal claim related to your use of this website will not exceed the amount paid by you for the use of the website. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, some of these limitations may not apply to you. You agree to indemnify and hold harmless Zacks Private, its employees, owners, representatives, and licensees against any and all claims that arise out of any listing you place on the site.

Privacy and Intellectual Property

Zacks Investment Research respects your privacy. Please take a moment to review our Privacy Policy.

We invite you to bring to our attention any material on our site that you believe to be inaccurate. Please forward a copy of the material to our Client Services Manager, along with an explanation of your objection.

If you are an owner of intellectual property who believes your intellectual property has been improperly posted or distributed via this website, please notify us by sending email to support@zacksprivate.com or by sending a notice by U.S. Mail to: Zacks Private Alternative Investment Resource, 10 S. Riverside Plaza, Suite 1600, Chicago, IL 60606.

The web is an evolving medium and we may change the terms of this agreement from time to time. By continuing to use this website following our posting of such changes, you agree to be bound by this agreement, as modified. Zacks Investment Research may change, restrict access to, suspend, or discontinue this website, or any portion of this website, at any time.

Registration Information

To obtain access to Zacks Private, you will be given an opportunity to register, creating a unique user name and password. You agree that the information you supply during that registration process will be accurate and complete and that you will not register under the name of another person. We reserve the right to disallow use of any user name that we deem offensive or inappropriate. You will be responsible for preserving the confidentiality of your password and for all actions of persons accessing ZacksPrivate.com through any username/password assigned to you. You will notify Zacks Private's Client Services Manager of any known or suspected unauthorized use of your account. We retain the right to deny access to anyone who we believe has violated these terms of service.