Terms of Service
TERMS OF SERVICE
Effective Date: 27 October 2023
Updated: 12 December 2024
These Terms of Service (“ToS”) govern your use of the 117Partners website (the “Website”) and, where applicable, your participation in the 117 Partners The Distressed Club (the “Club”). By accessing and using the Website or participating in the Club, you (“You” or “Member”) agree to comply with and be bound by these ToS. If you do not agree with these terms, please do not use the Website or engage with the Club.
1. Acceptance of Terms
By accessing and using the Website or participating in the Club, you acknowledge that you have read, understood, and agree to be bound by these ToS. We may update or modify these ToS at any time without prior notice. It is your responsibility to review these ToS periodically to stay informed about any changes. Your continued use of the Website or participation in the Club following the posting of any changes constitutes acceptance of those changes.
2. Eligibility and Accreditation Status (Club Members Only)
(a) Accredited and Institutional Investors: Participation in the Club is strictly limited to individuals and entities that are “accredited investors” as defined by the U.S. Securities and Exchange Commission (SEC) in 17 C.F.R. §230.501(a), and/or institutional investors qualified under applicable federal or state laws. By applying for membership and/or participating in the Club, you represent and warrant that you meet these criteria.(b) Verification of Status: We may, at our sole discretion, request documentation or certifications necessary to verify your eligibility.(c) Status Changes: You agree to promptly notify us if at any time your status as an accredited or institutional investor changes and may no longer be accurate.
3. Use of the Website
3.1 General Use: You agree to use the Website only for lawful purposes and in a manner consistent with all applicable laws and regulations. You shallnot use the Website for any illegal or unauthorized purpose.
3.2 User Content: If you submit any content to the Website, you are solely responsible for the content and any consequences of itstransmission.3.3 Privacy: Your use of the Website is also governed by our Privacy Statement, which can be found at https://www.117partners.com/privacy-policy.By using the Website, you consent to the collection, use, and sharing of your information in accordance with the Privacy Statement.
4. No Investment Advice or Recommendations (Club Members Only)
(a) Informational Purposes Only: Any information, content, analysis, or materials provided through the Club are for general informational and educational purposes only. Neither the Website nor the Club provides investment, legal, tax, or accounting advice.
(b) Independent Counsel: You acknowledge that you are solely responsible for your own investment decisions. We strongly encourage you to seek independent advice from qualified professionals before making any investment decisions.
(c) No Offer or Solicitation: Nothing on the Website or through the Club constitutes an offer or solicitation to buy or sell any securities. Neither should it form the basis of or be relied upon in connection with any transaction.
5. Membership Terms (Club Members Only)
(a) Membership Structure: Currently, we do not charge for Club membership. However, we reserve the right to introduce membership fees or other charges in the future. If introduced, you will be notified and given the opportunity to continue or terminate your membership.
(b) Termination of Membership: We may, in our sole discretion, terminate or suspend your Club membership at any time and for any reason, including but not limited to failure to maintain accredited or institutional investor status or violation of these ToS.
6. Intellectual Property
(a) Ownership: All content and materials on the Website and any materials provided through the Club, including text, graphics, logos, images, and software, are the property of 117 Partners or its licensors and are protected by copyright and other intellectual property laws.
(b) Limited License: You are granted a limited ,non-exclusive, non-transferable license to access and use the Website and any Club materials for personal, non-commercial purposes. You may not reproduce, distribute, or modify any content without our prior written consent.
7. Confidentiality (Club Members Only)
You agree not to disclose any non-public, confidential, or proprietary information learned through the Club to any third party without our prior written consent.
8. No Warranty and Disclaimer of Liability
(a) No Warranty: The Website, the Club, and all content, materials, and services provided therein are offered on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, whether express or implied.
(b) No Guarantee of Accuracy or Reliability: We do not warrant the accuracy, completeness, reliability, or timeliness of any information provided through the Website or the Club. It is your responsibility to verify any information before relying on it.
(c) Limitation of Liability: To the extent permitted by applicable law, 117 Partners and its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising out of or related to your use of the Website, participation in the Club, or any investment decisions made by you. In no event shall our total cumulative liability to you exceed the amount you have paid to us, if any, for membership or services.
9. Indemnification
You agree to defend, indemnify, and hold harmless 117 Partners and its affiliates, officers, directors, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with your breach of these ToS, your misuse of the Website or the Club, or any violation of applicable law or the rights of any third party.
10. Termination
We may terminate or suspend your access to the Website or your Club membership, in our sole discretion, without notice and for any reason, including without limitation a breach of these ToS.
11. Compliance with Laws
You agree to comply with all applicable laws, rules, and regulations, including U.S. federal and state securities laws, in connection with your use of the Website and your participation in the Club.
12. Third-Party Links and Content
The Website or Club may provide links to third-party websites or resources. These links are provided for convenience only, and we do not endorse or assume any responsibility for the content, products, or services on or available from those websites or resources.
13. Modifications to Terms
We may modify these ToS at any time by posting updated ToS on the Website. Your continued use of the Website or participation in the Club after any such modifications shall constitute your acceptance of the revised ToS.
14. Governing Law and Dispute Resolution
These ToS shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Delaware, and you hereby consent to the exclusive jurisdiction of such courts.
15. Severability
If any provision of these ToS is deemed invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to achieve its original purpose, and the remaining provisions shall remain in full force and effect.
16. Entire Agreement
These ToS constitute the entire agreement between you and 117 Partners regarding your use of the Website and your participation in the Club and supersede all prior and contemporaneous agreements, representations, and understandings.
17. Contact Information
If you have any questions or concerns about these ToS, please contact us at:
Email: Tom@117partners.com
