Terms of Service

Notice: By using this Website, you agree to be bound by these Terms of Service, Herio Capital’s Privacy Policy (the “Privacy Policy”) and all disclaimers and terms and conditions that appear elsewhere on this Website or these Terms of Service. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE.

1. About the Terms of Service

Welcome to the Herio Capital website. The following Terms of Service (the “ToS” or “Terms of Service”) govern your access to and use of this website, www.heriocapital.com (together with any user, borrower or investor accounts on the website, the “Website”). All use of the Website and the Content (as defined in Section 5 below), including your account on the Website (your “Herio Capital Account”), is subject to the ToS.

If you do not agree with anything contained in the ToS, please do not submit information to, access information from, or otherwise utilize the Website.

In the ToS:

  • Users of this Website, including owners, employees, agents and affiliates of any business, corporation, partnership or other entity that is, or is considering becoming, a user, borrower or investor, are referred to as “you” or “your.”
  • Herio Capital LLC,a Delaware limited liability company, together with its applicable subsidiaries, affiliates, assignees, successors and its and their respective officers, directors, employees and agents are referred to as “Herio Capital,” “we,” “us” or “our.” Together, you and we may be collectively referred to as “Parties.”

The ToS constitute a binding legal contract between you and Herio Capital, and are in addition to any other agreements between you and Herio Capital, including any borrower or investor agreement, subscription or purchase agreement, confidentiality agreement and/or any agreements that govern your use of products, services, content, tools and information available on the Website, including any loan or investment agreement. Your continued use of the Website serves as your agreement to be bound by the ToS in full.

2. Modifications to the Terms of Service and the Website

By using or accessing the Website, you agree that we may modify the Terms of Service or the Website at any time without prior notice. We will have no further obligation to notify you of any modifications. Herio Capital reserves the right to make changes to the Terms of Service at any time and from time to time. Your continued use of the Website after any modification of the Terms of Service will conclusively indicate, and be deemed to indicate, your acceptance of the relevant modification and the Terms of Service as so modified.

It is your responsibility to review the ToS from time to time to see if modifications have been made. Any modification is effective immediately from and after Herio Capital’s posting of such modification on the Website, or other update of the Website or the ToS. You will know if these Terms of Service have been modified since your last visit to the Website by referring to the “Last Modified” date at the bottom of this page. Herio Capital reserves the right, at any time or from time to time, to modify, add to, delete or discontinue, temporarily or permanently, the Website (or any part thereof) without notice to you. Notwithstanding the above, we will seek your consent to future modifications to the extent we are required to do so by applicable law.

3. Privacy Policy

Your privacy is very important to us. We encourage you to read Herio Capital’s Privacy Policy (located at www.heriocapital.com/privacy) , which explains how we treat your personal information and protect your privacy when you are using the Website. By using the Website, you agree that Herio Capital may use your information as set forth in the Privacy Policy. Herio Capital’s Privacy Policy is hereby incorporated in the ToS by reference in its entirety.

Although we strive to maintain adequate safeguards designed to protect personal information, please be aware that no security measures are completely secure or impenetrable. We cannot guarantee that only authorized persons will view your information or that information you share on the Website or via e-mail or other electronic communication with Herio Capital will not become publicly available or intercepted by third parties. By your continued use of the Website, you acknowledge and agree that Herio Capital and its service providers will not be liable for any harm or damage you may experience by transmitting or submitting personal or confidential information to Herio Capital by e-mail or other electronic communications or via the Website.

The Website uses cookies. By using the Website and agreeing to the ToS, you consent to our use of cookies in accordance with the terms of the Privacy Policy.

4. Acceptable Use of the Website; Conditions of Your Use

The Website is for your own personal use only. The Website is designed for individuals contemplating entering into loans, potential lenders and any person interested in learning more about Herio Capital, its products and services. You may only use the Website for one of these purposes.

Without limiting the generality of the preceding paragraph, you are expressly prohibited from: (a) any resale or commercial use of the Website; (b) any collection and use of any listings, descriptions, prices or any other information posted on the Website for any purpose other than your own personal use or as otherwise permitted in an agreement between Herio Capital and yourself (“Permitted Use”), including any purpose competitive to Herio Capital or any commercial purpose, including marketing; (c) any downloading or copying of any materials contained in the Website for any reason other than for a Permitted Use, or any use of data mining, spiders, bots (robots) or other tools or software or other automated or systematic data gathering and extraction tools or methods; (d) using the Website to access or collect any personally identifiable information, including account information, user names, passwords, e-mail addresses or other personal or contact information with respect to other Herio Capital users, borrowers or investors for any purpose, including a commercial purpose; or (e) otherwise interfering with the ordinary operation or mission of the Website or Herio Capital’s products or services.

Your use of the Website is conditioned upon the following statements being true:

  • You are 18 years of age or older;
  • You are able to form a binding contract with us;
  • You are not prohibited by law from accessing the website or have not previously been banned, terminated or otherwise denied access to the website; and
  • You are not acting on behalf of a person whose access to the website has been previously terminated or otherwise denied by us.

Except as explicitly permitted by the ToS, and without limiting anything else in the ToS, you agree not to sell, copy, publish, store, distribute, redistribute, disseminate, transmit, transfer, modify, display, reproduce, repackage and/or create any derivative works from, the Website and the Content, in whole or in part, for any purpose, in any form or manner or by any means whatsoever. You also may not redeliver any of the pages, text, images or other Content or the Website using "framing" or similar technology or for any purpose, including any attempt to impersonate Herio Capital or any employee, representative or agent of Herio Capital or otherwise create the appearance or suggestion that you have a relationship to Herio Capital or that we have endorsed you for any purpose. Any unauthorized use of the Website or the Content or any other intellectual property contained therein is strictly prohibited.

As conditions of your use of the Website, you agree to comply with the ToS and all applicable laws and regulations in connection with your use of the Website. You will not violate, attempt to violate or knowingly facilitate the violation of the security (including access control or authentication systems) or integrity of the Website. Without limiting the above or anything else in the ToS, you agree not to

  • Attempt to or enable others to attempt to gain unauthorized access to any other accounts, computer systems or networks connected to any Herio Capital server or data contained therein (the “Materials”), including through hacking, password theft or any other means;
  • Impersonate or spoof the identity of another user of the Website, any employee, agent or representative of Herio Capital or any other person, otherwise mislead Herio Capital as to your identity or financial status or condition, or attempt to do the same;
  • Attempt or enable others to attempt to obtain any Materials or Content through any means that Herio Capital has not intentionally made available on the Website including using any automatic or manual process, including data mining, robots or similar data gathering and extraction tools, to search or harvest information from the Website or attempt to access or search the Website, Materials or Content with any engine, software, tool, agent, device, or mechanism other than the software or search agents provided by Herio Capital or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox or Google Chrome);
  • Use the Website or the Materials in any manner (or any other conduct) that could damage, disable overburden or impair the Website or any Herio Capital server or the network(s) connected to any Herio Capital server or the availability or accessibility thereof, or that might interfere with any other person’s access to or use or enjoyment of any Materials;
  • Use any Materials, data or Content or distribute any Content in competition with Herio Capital or to its detriment in any way;
  • Access, tamper with, or use non-public areas of the Website, Herio Capital’s servers computer systems, or the technical delivery systems of Herio Capital’s service or hosting providers or lessors;
  • Attempt to decipher, decompile, disassemble, or reverse engineer, reverse compile or reverse assemble any of the software used to provide the Website or Content;
  • Use, save, imbed, transmit or send (whether on, to or through the Website), directly or indirectly, any material or file containing, or linked to, any virus, worm or any other computer, software or technological component, code, routine, script, malware, spyware, files, keystroke logger, Trojan horse, rootkit, application or program designed to intercept, interrupt, destroy, or limit the functionality of any computer software, network or hardware or telecommunications equipment; or
  • Interfere with, disrupt access or adversely affect the Website or the Content in any way, or attempt to do the same, including by overloading, flooding, spamming or mail-bombing the Website or engaging in a denial of service attack or any conduct or technique similar to the above or participating in any such behavior.

Herio Capital does not have any part in the creation of any materials or information which you may provide, post, share, communicate or transmit to Herio Capital or the Website. If Herio Capital permits you to input, upload or make available information on the Website, you may not input, upload, post or make available any information or content that:

  • Is commercial or promotional in nature, including marketing or solicitations for funds or business, without the prior written authorization of Herio Capital;
  • Constitutes junk mail, unsolicited commercial messages (“spam”), chain letters, pyramid schemes or the like;
  • Is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, is racially, ethnically, religiously or otherwise objectionable, or otherwise violates the legal rights of others or capable of giving rise to legal action whether against you or Herio Capital or any affiliate or a third party (in each case under any applicable law) or that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint;
  • You do not have the right to make available under any law or under contractual or fiduciary relationships or obligations (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or
  • Contains viruses, worms or any other computer, software or technological component, code, routine, script, malware, spyware, keystroke logger, Trojan horse, rootkit, files, application or program designed to intercept, interrupt, destroy, or limit the functionality of any computer software, network or hardware or telecommunications equipment.

Herio Capital reserves the right to edit, restrict or remove any content you provide for any reason at any time. The information and materials made available through the Website may contain typographical errors or inaccuracies. In addition, Herio Capital does not control the information provided by other users that is made available through the Website. Herio Capital reserves the right to refuse service, terminate relationships, and/or cancel orders or transactions in its discretion. You agree that you will have no claim against Herio Capital or any Released Party, for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any content you provide. Notwithstanding Herio Capital’s rights under the ToS, Herio Capital does not undertake, and shall not be obligated, to monitor the submission of any content to, or the publication of any content on, the Website at any time.

As a condition of your use of the Website, you are authorized to access the Website, your Herio Capital Account and all Herio Capital computer, network, software and cloud systems and applications, or other electronic transmissions, only by your Herio Capital Account through the human-readable functionality available to users of the Website generally. Access to the underlying systems, code (whether binary, assembly, source, object, HTML or otherwise), software, programs, applications, hardware, cloud systems or other transmissions is not authorized. You may only access the portions of the Website related to your Herio Capital Account, as available to you through your dedicated user name and password. Access to portions of the Website of another user (including such user’s account or accounts) with which you are not affiliated under any circumstances is strictly prohibited except with the express prior written authorization of such other user. You will at all times comply with all reasonable procedures and requirements established by Herio Capital for verifying the authenticity of users, restricting each user’s access and use to their permitted account and resources, protecting the Website from infection or attack by virus, worm, malware, spyware, Trojan horse or other malicious code, script or routine, or by hackers, crackers, robots or unauthorized users, and otherwise maintaining the security and stability of the Website.

5. Herio Capital’s Intellectual Property, Copyrights and Identifying Marks

All rights, title, and interest in and to the Website and the Content (as defined below) and any all intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the exclusive property of Herio Capital or its licensors, as applicable (except where another person or entity is expressly credited as the provider of such content or data). Such intellectual property is protected by federal and state law and international treaties. You acknowledge and agree that no proprietary rights are being transferred to you in such materials or information.

You shall use the Website solely for your own use and shall not allow others to use the Website under or through your account, except as otherwise set forth herein. Subject to the terms and conditions of the ToS, we grant you a limited, non-transferable, non-sublicenseable, non-exclusive, revocable license to use the Website and the Content for personal use and Permitted Uses only, until such time as the ToS terminate or expire or your right to use or access the Website is terminated in accordance with Section 14 below (“Termination; Survival of Provisions”) below. Without Herio Capital’s prior written consent you may not sell, resell, rent, copy, reproduce (in any form or by any means, including electronic, mechanical, photocopying, recording or otherwise), duplicate, edit, revise, update, enhance, modify, fix, correct, adapt, rearrange, imitate, mirror, distribute, host, license, sublicense, create derivative works from, transfer, transmit, publish, republish, display, perform or otherwise exploit for a commercial purpose the Content or software on the Website, or of any products or services sold or offered by Herio Capital. You agree that you will not and will not allow others to decompile, disassemble, reverse engineer, reverse compile, reverse assemble, merge, disclose, convert or otherwise extract the underlying script or code (whether binary, assembly, source, object, HTML or otherwise) or structure or sequence of Herio Capital’s technology, including the Content and the Website, or delete, remove, obscure or alter authorship attribution or copyright notices or information. Any commercial use or public dissemination of any information and data gathered from Herio Capital is strictly prohibited, including the Content and the Website, unless specifically authorized in writing. You may copy information from the Website or Content only as may be strictly necessary for your own use to view, save, print, or transmit it. Where content is specifically made available for redistribution by the express agreement of Herio Capital, it may only be redistributed internally within your organization. You acknowledge and agree that any violation of the above may subject you to compensatory and punitive damages, and shall specifically also entitle Herio Capital to equitable relief (including an injunction), in addition to (and not in substitution or replacement for) any other available remedies at law or in equity, without the need for the posting of a bond or any other requirement.

Nothing in the Website or elsewhere shall be construed as granting any license or right to use, implied or otherwise, any logo, trademark, service mark, trade dress or other identifying mark owned or licensed by Herio Capital or displayed on the Website without the written permission of Herio Capital (or the third party owner of the mark, if applicable). You agree that you may not use such identifying marks in any way that would disparage or damage the reputation of Herio Capital or any of its affiliates, directors, officers or employees.

For purposes of the ToS, the “Content” shall include all contents of the Website, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all of Herio Capital’s loan information (including rate information) and requirements, products, services, advertising materials or collateral, log-in or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the Website’s likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, software, platforms and applications, as well as any data, files, archives, folders or downloads available on the Website.

6. Information and Feedback You Provide to Herio Capital

By submitting information or other material to us, if any, you grant Herio Capital a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of the ToS and the actions and transactions contemplated hereby, including the right to bring an action for infringement of these rights. You represent and warrant that you own, or have all rights necessary to submit, upload or transmit to us, any information or other material and otherwise use it for your intended purpose as of the time you submit such information or material to us.

You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to us with respect to the Content or the Website. You and we acknowledge and agree that any such Feedback is given voluntarily. We will endeavor to consider, and may discuss with or respond to you regarding Feedback you provide, but we shall have full discretion to determine whether or not to proceed with the development of the suggested or requested enhancements, new features or functionality. Should we determine that we wish to proceed with such enhancements, features or functionality, we may elect, in our discretion, to integrate the new enhancement, feature and/or functionality into the Website, the Content or Herio Capital’s loans, products and services. You hereby grant us a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of Feedback, and (b) use Feedback and/or any subject matter thereof, including the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

The Website is provided to you on an "as is" and "as available" basis. Your use of the Website and any material you may access, download or otherwise obtain from or through the Website is at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom.

HERIO CAPITAL DOES NOT WARRANT AS TO, OR GUARANTEE, THE ADEQUACY, SUFFICIENCY, ACCURACY, COMPLETENESS OR AVAILABILITY OF THE CONTENT OR THE WEBSITE AND HERIO CAPITAL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, MISLEADING STATEMENTS OR INTERRUPTIONS THEREIN.

HERIO CAPITAL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES TO YOU OR ANY THIRD PARTY, AND ANY WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AS TO MERCHANTABILITY, SUITABILITY, INVESTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM COMPUTER VIRUS OR THE ACCURACY, ADEQUACY, TIMELINESS, COMPLETENESS OR SUFFICIENCY OF INFORMATION WITH RESPECT TO THE WEBSITE OR THE CONTENT. Herio Capital AND ITS VENDORS, CONTENT PROVIDERS OR SERVICE PROVIDERS ASSUME NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS IN OR DELAY OR INABILITY TO ACCESS, THE WEBSITE OR CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Herio Capital OR THROUGH THE WEBSITE OR THE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS OF SERVICE.

IN NO EVENT SHALL Herio Capital HAVE ANY LIABILITY FOR ANY DAMAGES, INCLUDING ANY SPECIAL, LLCIDENTAL, PUNITIVE, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, EARNINGS, CONTRACTS OR BUSINESS OPPORTUNITIES OR RELATIONSHIPS, WORK STOPPAGE OR BUSINESS INTERRUPTION, COMPUTER INTERRUPTION OR MALFUNCTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF REPUTATION OR GOODWILL, OR LOSS OR CORRUPTION OF INFORMATION OR DATA OR OTHER INTANGIBLE LOSS OR DAMAGE), LOSSES OR EXPENSES RESULTING FROM OR ARISING IN CONNECTION WITH THE USE OF THE WEBSITE OR THE CONTENT, OR THE USE THEREOF OR INABILITY TO USE THE FOREGOING BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE, PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR MALICIOUS CODE OR ANY LINE, CONNECTION OR SYSTEM FAILURE (INCLUDING INTERNET CONNECTION OR SERVICE), EVEN IF Herio Capital (OR ITS REPRESENTATIVES) HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU HEREBY AGREE THAT HERIO CAPITAL’S TOTAL LIABILITY TO YOU, AND YOUR SOLE REMEDY AGAINST HERIO CAPITAL, ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO HERIO CAPITAL FOR THE USE OF THE WEBSITE DURING THE TERM OF THIS AGREEMENT.

You acknowledge that Internet software, technology, servers, hardware or transmission or network performance, defects or problems may produce inaccurate or incomplete copies of information and materials that may be downloaded and displayed on your computer or electronic device from the Website or Herio Capital or any other source. With limiting the generality of the preceding paragraphs, Herio Capital does not warrant that the Website, any website or resource to which the Website may be linked, and the Content or other information, files or material downloaded from or available on the Website, or any linked sites, will be uninterrupted, error-free, or free of viruses, worms, malware, spyware, Trojan horses, defects or other harmful components, scripts, software, code or routines. Herio Capital is not liable for any damages, changes or omissions that occur during the transmission of the Content, data or other information, files and materials.

You acknowledge that, as a limited liability entity, Herio Capital has an interest in limiting the personal liability of its officers, directors, employees, agents, representatives and independent contractors. You agree that you will not bring any claim personally against any affiliate or subsidiary of Herio Capital or any of their respective successors, assigns, shareholders, partners, members, officers, directors, managers, licensors, independent contractors, sub-contractors, consultants, employees (temporary or full-time), agents, representatives or advisors in their individual and representative capacities (collectively, the “Released Parties”) in respect of any losses, expenses or damage you suffer in connection with the Website. Without prejudice to the above, you agree that the limitations of warranties and liability in the ToS will protect the Released Parties as well as Herio Capital.

Nothing in the ToS shall exclude or limit any warranty implied or imposed by law that would be unlawful to exclude or limit, including, to the extent applicable, liability for death or personal injury or fraud. By using the Website, you agree that the exclusions and limitations of liability set out in the Website disclaimer are reasonable. If you do not think they are reasonable, you agree not to use the Website.

8. No Solicitation or Offering; No Advice

Except as otherwise expressly noted, the Content and the Website do not constitute an offer to buy or sell or a solicitation of an offer to buy or sell investments, loans, securities, partnership interests, commodities or any other financial instruments; the Content and the Website also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation.

Herio Capital makes no representation or warranty, express or implied, regarding the advisability of investing in securities, funds, partnership interests or other investments or funding or purchasing loans. The past performance of any investment, loan, security, partnership interest, commodity or financial instrument is not a guide to future performance.

WITHOUT LIMITING ANYTHING IN THE TERMS OF SERVICE (including ANYTHING IN SECTION 7 ABOVE (“DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY”), HERIO CAPITAL MAKES NO WARRANTIES AND BEARS NO LIABILITY WITH RESPECT TO ANY FUND, ANY INVESTMENTS, SECURITIES, PARTNERSHIP INTERESTS, LOANS OR THE PERFORMANCE THEREOF.

The Content and the views expressed in the Content do not necessarily reflect the views of Herio Capital as a whole, its directors, officers, employees, shareholders or any part or member thereof or of any third party. No Content or information on the Website constitutes, or should be construed as, investment, tax, legal, financial or any other advice.

9. Forward-Looking Statements

Certain statements in the Website and the Content may constitute “forward-looking” statements that involve known and unknown risks, uncertainties and other factors that may cause actual returns of funds, investments, securities or loans to be materially different from any future returns or values expressed or implied by such forward-looking statements. Forward-looking statements typically include words such as “may,” “will,” “expect,” “believe,” “plan,” “expect,” “anticipate,” “intend” and other similar terminology. These statements reflect current expectations regarding future events and speak only as of the date of being posted to the Website. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or returns, and will not necessarily be accurate indications of whether or not such returns will be achieved. Given these uncertainties and risks, users of the Website, including any person who may or has invested in any offering made by or on behalf of Herio Capital or its subsidiaries or affiliates, are cautioned not to place undue reliance on such forward-looking statements.

A variety of factors could cause the actual results and developments of any fund, investment, security or loan to differ significantly from the results and developments forecasted and implied. Although forward-looking statements contained in the Website, if any, are based upon what Herio Capital and its advisors believe are reasonable assumptions, Herio Capital cannot assure you that actual results, returns or events will be consistent with these forward-looking statements. Forward-looking statements are made as of the date of being posted to the Website, and Herio Capital and its subsidiaries and affiliates assume no obligation, and expressly disclaim any obligation, to update or revise forward-looking statements contained in or incorporated by reference into the Website or the Content or any information supplemental thereto to reflect new information, future events or circumstances or otherwise.

10. Registration; Security and Password

To use the Website, you must complete the registration process. You agree that the registration information you provide is accurate, complete and current. You further agree to promptly update that information to keep it accurate, complete and current. If you register on behalf of a business entity or other organization, you represent and warrant that you have the authority to provide the information required and to bind the organization to the ToS. You acknowledge and agree that Herio Capital, in its sole discretion, may suspend or discontinue your, and refuse any and all current and future, access to or use any portion of this Site at any time without notice to you.

Once you have registered, you will receive or will be able to create or input a user ID and password. You are responsible for maintaining the confidentiality of your user ID and password. You are solely responsible for all actions or activities that occur on the Website or any Herio Capital server, computer, system, hardware, network, cloud or software connected to or through the Website performed on or through your Herio Capital Account during any time period in which your user ID is logged in to the Website, whether or not expressly authorized by you. You agree not to disclose your password to any third party (except to any agent, representative or third-party service provider). You and we acknowledge and agree that Herio Capital shall have no liability to you or any other person for acts or omissions made or committed by any agent, representative or third-party service provider while such person is using your account. Unless you promptly and expressly notify Herio Capital in writing to the contrary (including notification of unauthorized account access or theft), you hereby represent to Herio Capital that any individual or entity (i) to whom you may at any time grant authorization to use your Herio Capital Account, or (ii) who contacts Herio Capital by email or otherwise and indicates that it is acting, or purports to act, on your behalf or with your authorization, has been granted validly authorization by you to access and use your Herio Capital Account for all purposes as to which such individual or entity uses or seeks to use you Herio Capital Account (including authorization to modify any loan allocation or selection strategy, if applicable).

Herio Capital disclaims all liability, and you acknowledge and agree that we will not be liable, for or in connection with any harm or damages to you or to any party resulting from the theft or unauthorized use of your user ID or password. You agree to notify us immediately of any such unauthorized use or any other actual or suspected breach of security. Access to and use of the Website is not authorized by any other person or entity using your user ID and you are responsible for preventing such unauthorized use. Individuals and entities whose privilege to use the Website has previously been terminated by Herio Capital may not register for the Website, nor may you designate any of those individuals to use your user ID on your behalf.

If you become aware of any unauthorized use of, loss or theft of your username, password, PIN, or other account information or credentials, you should immediately inform us at support@heriocapital.com.

Data transmitted via the Website may use a Secure Sockets Layer (SSL) protocol, and data may be encrypted on some pages of the Website. To the extent such technology is utilized on a given page, you may be unable to use certain account or customization features of the Website unless your web browser software supports such encryption. Please note that no technology can be considered completely secure or impenetrable and Internet protocols and other public and/or proprietary technology used or accessed by the Website may be vulnerable to exploitation or compromise by persons engaged in hacking or criminal conduct. We and you each acknowledge and agree that we shall have no liability to you for any such exploitation or criminal conduct by third parties.

11. Electronic Communication

You acknowledge and agree that the communications between you and Herio Capital are electronic. You consent to receive communications from Herio Capital in an electronic form, including e-mail. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Herio Capital will use reasonable efforts to honor any request you may have to opt out from receiving e-mails. You hereby confirm and agree that your sole remedy in connection with any e-mail sent by Herio Capital to you or to any of our customers, investors or borrowers shall be to stop your use of the Website.

12. Improper Use of E-mail

You may not send unsolicited e-mails or e-mail that includes false or misleading information in the return address or in the subject line to anyone whose e-mail address includes the domain name “heriocapital.com”. You may not use “heriocapital.com” or any other domain name or e-mail address owned, leased (as lessee) or licensed (as licensee) by Herio Capital as a pseudonymous return e-mail address for any communications that you transmit from another location or through another service. You may not pretend to be someone else – or spoof their identity – when using the Website.

13. Third-Party Websites and Content

The Website may contain links to third party websites. Any such link is provided only as a convenience. Herio Capital has no control over any such other websites, the contents thereof or the products and/or services offered. The existence of any link does not imply an affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Herio Capital of any third party website, any content or information contained therein or the products and/or services offered. You should also be aware that the terms and conditions of such website and the website’s privacy policy may be different from those applicable to your use of the Herio Capital web-based Website. You should read such terms and conditions and privacy policies carefully before using any such third party website. Your access to and use of such linked websites is governed by the Terms of Service and privacy policies of those sites, and shall be at your own risk.

Herio Capital disclaims all responsibility for the privacy policies and customer information practices of third-party Internet websites hyperlinked from the Website. You acknowledge and agree that Herio Capital is not responsible or liable for the quality, availability, continuity or non-interruption, accuracy, completeness, truth, sufficiency, nature, reliability or content of such websites or resources, any third party content or information nor the accuracy, timeliness or suitability of the information that may be linked to the Website or to a site that is linked to the Website, whether the link is provided by Herio Capital or by a third party, or your use of or inability to use such website. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHTS RELATED TO, AND RELEASE THE RELEASED PARTIES FROM AND AGAINST, ANY LIABILITIES ARISING FROM OR RELATED TO THE CONTENTS OF ANY THIRD PARTY WEBSITE.

Certain portions of the Website, including information on businesses, companies or entities, may contain unedited or third party content. All postings, messages, text, images, links to third-party websites or other materials published or otherwise made available through this section (the “Third-Party Content”) are the sole responsibility of the person(s) who originated such Third-Party Content and Herio Capital does not control such content, does not investigate or validate such Third-Party Content and is under no obligation to monitor such Third-Party Content; provided that Herio Capital reserves the right at all times (but will not have an obligation) to remove any Third-Party Content in its sole discretion. By using this Third-Party Content, you understand that you may be exposed to content that is inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that Herio Capital makes no representations or warranties regarding the Third-Party Content and is not responsible or liable in any manner for the Third-Party Content or the conduct, whether online or offline, of any user. The Third-Party Content does not constitute legal or financial advice and must not be used in the place of legal counsel or financial due diligence. You should independently evaluate and verify all Third-Party Content.

14. Termination; Survival of Provisions

Automatic Termination for Non-Compliance: If you are not in full compliance with all of these ToS, the permissions granted to you under these ToS will automatically terminate, and you agree that in such circumstance you will no longer use or access, or be entitled to use or access, the Website, the Content or any account on the Website.

Herio Capital’s Right to Terminate Your Use: Herio Capital may terminate your right to use the Website, or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which Herio Capital may exercise this right to terminate your right to use the Website include: (a) you have breached any provision of the ToS; (b) you have engaged in conduct which Herio Capital, in its sole discretion, considers to be unacceptable; (c) Herio Capital is required by law to do so; or (d) Herio Capital no longer provides the Website. The above are only examples of circumstances in which Herio Capital may terminate your right to use the Website and Herio Capital may terminate your right to use the Website for any other reason in its sole discretion. You agree that we shall not be liable to you due to or by reason of our termination of your right to use the Website or the automatic termination of your right to use the Website for non-compliance set forth above.

Voluntary Termination by You: If you want to terminate your legal agreement with Herio Capital under or consisting of these Terms of Service, you may do so by: (a) notifying Herio Capital at support@heriocapital.com or (b) closing your account by following the procedures on the Herio Capital website.

Survival of Provisions: Your obligations and the disclaimers and provisions relating to (i) Our Intellectual Property, Copyrights and Identifying Marks, (ii) Disclaimer of Warranties; Limitation of Liability, (iii) Indemnification, (iv) Use and Access Outside the United States and (v) General will survive any termination or expiration of the ToS for any reason.

Survival of Other Obligations: You acknowledge that any legal obligations you may have under any other agreement with Herio Capital (including any loan agreement or agreement governing lending or investing in Herio Capital or its affiliates) will not be affected in any way by the termination of the ToS and any such other agreement between you and Herio Capital will continue to be in effect in accordance with its terms.

15. Herio Capital’s Remedies

You acknowledge and agree that misappropriation or misuse of any content or data contained on the Website or your failure, following termination of your rights to access or use the Website, to cease accessing or using the Website or any content or data contained on the Website will result in immediate and irreparable harm to Herio Capital for which there is no adequate monetary remedy. If you violate the ToS, Herio Capital will be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not instead of or in substitution for) any other remedies at law or in equity, without the need for the posting of a bond or any other requirement.

Without prejudice to Herio Capital’s other rights under the ToS, if you breach the ToS in any way, Herio Capital may take such action as Herio Capital deems appropriate to deal with the breach, including suspending your access to the Website, prohibiting you from accessing the Website, blocking computers using your IP address from accessing the Website, contacting your Internet service or other telecommunications provider to request that it block your access to the Website and/or bringing court proceedings or taking other legal action against you.

16. Indemnification

You agree to indemnify and hold Herio Capital and the Released Parties from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees and expenses and any amount paid in settlement to a third party, made by or resulting from any third party (including any government agency or body) due to, in connection with or arising out of (i) your use of the Website, the Content, your Herio Capital Account, any breach or alleged or claimed breach of the ToS or the materials it incorporates by reference, including the Privacy Policy, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or (ii) any act or omission by your agent, representative or third-party service provider while using your Herio Capital Account, regardless of whether the specific use was expressly authorized by you.

17. Your Use and Access Outside of the United States

We make no claims that the Website or the Content are appropriate for or may be downloaded or accessed outside of the United States. If you access the Website from outside the United States, you do so at your own risk and are responsible for compliance with the applicable laws of the country or jurisdiction where you may be located. You may not use or export any content of the Website in violation of U.S. export laws and regulations or any other U.S. or foreign federal, state or local statute, rule or regulation. The Content is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. Herio Capital makes no representations that the Content is appropriate for use in all locations, or that the transactions, products, loans, financial instruments or services indicated or discussed on the Website are available or appropriate for sale or use in all jurisdictions, or countries or by all investors or counterparties.

18. Fair Practices

You agree not to: (i) make any representations, warranties or guarantees on Herio Capital’s behalf or with respect to the Website or any content or data contained on the Website; (ii) make any false or misleading representations with regard to Herio Capital or the Website or any content or data contained on the Website; or (iii) participate or engage in any illegal, deceptive, misleading, fraudulent, unethical or improper practices on, through, by means of or with respect to the Website.

19. Assignment

You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the ToS. Herio Capital may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the ToS without notifying you or obtaining your consent.

20. Choice of Law; Forum for Disputes

The ToS and all disputes, claims or controversies (whether in tort, contract or otherwise) arising out of or relating in any way to the ToS, the Website or the Content, the negotiation, interpretation, validity or performance of the ToS, the rights and obligations of you and us hereunder or any transaction contemplated by the Website shall be governed by and construed in accordance with the laws of the State of New York without regard to the rules or principles of conflict of laws of such State or any other jurisdiction that would permit or require the application of the laws of any other jurisdiction.

We and you each hereby irrevocably and unconditionally consent to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York, City of New York, Borough of Manhattan (the “New York Courts”) for any litigation, lawsuit or proceeding between you and us arising out of or relating in any way to the ToS (including any non-contractual claims), the Website or the Content, the negotiation, interpretation, validity or performance of the ToS, the rights and obligations of you and us hereunder or any transaction contemplated by the Website. You and we each waive any objection to the laying of venue of any such litigation in the New York Courts and agree not to plead or claim in any New York Court that such litigation brought therein has been brought in an LLConvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the New York Courts. You and we each hereby irrevocably waive any and all rights which you or we, respectively, may have, or may have had, to bring such litigation in or before any other court or tribunal (whether domestic or foreign), or before any similar domestic or foreign authority or body, and agree not to claim or plead any such rights.

21. WAIVER OF JURY TRIAL

WE AND YOU EACH ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE WEBSITE AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PROVISION.

22. CLASS ACTION WAIVER

YOU AND WE AGREE THAT THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS ACTION (including WITHOUT LIMITATION OPT OUT CLASS ACTIONS OR OPT IN COLLECTIVE CLASS ACTIONS), OR IN A REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL CAPACITY ON BEHALF OF A CLASS OF PERSONS OR THE GENERAL PUBLIC. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

23. General

You acknowledge and agree that all rights not otherwise expressly granted to you by the ToS are reserved to Herio Capital. The ToS, together with the Privacy Policy, constitute the sole and entire agreement between you and us with respect to the subject matter hereof and supersedes all other prior or contemporaneous negotiations, discussions, agreements, understandings, representations and warranties, both written and oral, between you and us with respect to such subject matter. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Herio Capital as a result of the ToS or any use of the Website. The failure of Herio Capital to exercise or enforce any right or provision of the ToS shall not constitute a waiver of such right or provision. If any provision of the ToS is found by a court of competent jurisdiction to be invalid, void, unlawful or unenforceable, the Parties agree that the court should give effect to the Parties' intentions as reflected in such provision, and the other provisions of the ToS shall remain in full force and effect. The section titles in the ToS are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and Herio Capital, nor trade practice, shall serve to modify any provision of the ToS. For purposes of the ToS, the terms “include,” “includes,” “including,” “such as” and “for example,” shall be construed as if each term were followed by the words, “without limitation.” Except where context requires otherwise, use of the singular form of any noun includes the plural, and use of the plural includes the singular.

24. Questions or Comments – Our Contact Information

Herio Capital welcomes questions and comments about the Terms of Service. Questions or comments should be directed to inquiries@mainstreeplatform.com. This e-mail address should not be used for any inquiries relating to specific funds, loans, partnership interests, investments or any offerings or solicitations that may be made to purchase or sell funds, loans, partnership interests or investments or any interests therein.

Effective Date:
12/15/2014
Last Modified:
12/15/2014