TERMS OF SERVICE

Welcome to mlgcapital.com, a website operated by MLG Marketing LLC (the “Company”, “us”, “we” or “our”). By accessing or using this website, including any subdomain thereof or mobile application (this “Site”), you (the “User”) signify that you have read, understand and agree to be bound by these Terms of Service (“Terms of Service”). The Terms of Service govern your access and use of the Site and all content, services and/or products provided through the Site (collectively the “Service”), regardless of whether you are a registered member of the Service. As used herein, “Users” means anyone who accesses and/or uses the Site.

Please read these Terms of Service carefully before using the Service on the Site. If you violate any of these Terms of Service (which include by reference the Privacy Policy), or otherwise violate an agreement between you and Us, the Company may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site), at any time in its sole discretion, with or without notice.

BY ACCESSING OR USING THIS SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THESE TERMS OF SERVICE, INCLUDING THEIR DISCLAIMERS AND LIMITATIONS OF LIABILITY. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MAY NOT USE THIS SITE.

Revisions of these Terms of Service

The Company may revise these Terms of Service at any time with or without additional notice to you.  Such revised Terms of Service will be effective when posted on this Site.  You should revisit these Terms of Service on a regular basis, as revised versions will be binding upon you.  You understand and agree that your continued access to or use of this Site after the effective date of changes to these Terms of Service indicates your acceptance of such revisions.

Cessation of Service

The Company reserves the right to modify, terminate and suspend the operation of this Site, as well as the provision of any or all products or services via this Site, without notice or liability, at any time and for any or no reason in its sole and absolute discretion.

Eligibility

This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Service. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and abide by all of the terms and conditions of these Terms of Service. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Service on such entity.

Securities Offerings

Private placements of securities offered on the Site have not been registered under the Securities Act of 1933 (the “Securities Act”), in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and/or Regulation S promulgated thereunder. Securities sold through private placements are restricted and not publicly traded and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site.

This Site is not intended to be relied upon as the basis for an investment decision, and is not, and should not be assumed to be, complete. The contents of this Site are not to be considered as legal, business or tax advice, and each prospective investor should consult its own attorney, business advisor and tax advisor as to legal, business, and tax advice. Each recipient further agrees that it will use this summary solely for internal purposes in evaluating a potential investment into an offering of the Company. An investment into a private offering is subject to various risks, none of which are described herein.  You should carefully review all disclosure and investment documents before deciding to invest in any securities offered by the Company.

The information and Services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to any applicable securities laws or rules or any other applicable laws, rules or regulations or where the Company is not authorized to provide such information or services.  Investments described on the Site may not be available.  In addition, any potential investor must be satisfy the applicable qualification standards before any investment will be accepted.  U.S. investors must provide satisfactory verification of their status as “accredited investors” within the meaning of Regulation D under the Securities Act.  Other qualification standards may apply to non-U.S. investors to the extent they may be permitted to invest.

Authorized Users

The Site includes individual investor portals (the “Investor Portals”) which are available only to Users who have been authorized by us to access a User’s own Investor Portal.  Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening and/or identification verification.  Only a User with a valid User ID and password are authorized to access such User’s Investor Portal.

Unauthorized use of the Site, including any Investor Portals, and the Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited.  You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party’s use and enjoyment of the Site or Service.  You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations.  You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice.  The Company reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

Notwithstanding the above, you are responsible for monitoring your Investor Portal and should promptly report any unauthorized or suspicious activity in your Investor Portal to us at requestinfo@mlgcapital.com.

Prohibited Conduct

This Site, and particularly a User’s Investor Portal, contains information that is confidential and proprietary to the Company (“Confidential Information”). Confidential Information includes all technical and non-technical data. You agree that all Confidential Information will be kept in confidence and that you will only use the Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent it (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure without breach of these Terms of Service; (c) was lawfully received from a third party without such restrictions; (d) was known to you without such restrictions prior to your access to it via our Site; (e) was independently developed by you without breach of these Terms of Service; (f) was generally made available to third parties by the Company without such restriction; or (g) is required by applicable law.

​You agree to use the Site and Service only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations. You may not:

1. use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service;
2. attempt to gain unauthorized access to the Site, the Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
3. create user accounts by automated means or under false or fraudulent pretenses;
4. utilize any data provided on the Site (including third-party provided data) for purposes other than evaluating potential investment opportunities;
5. transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
6. defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
7. upload, post, email or transmit, or otherwise make available through the Service any inappropriate, defamatory, infringing, obscene, or unlawful content;
8. upload, post, email or transmit, or otherwise make available through the Service any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
9. upload, post, email or transmit, or otherwise make available through the Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
10. run Mail list, Listserv, or any form of auto-responder or “spam” on the Service;
11. use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
12. interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, including to utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over the Site’s pages, or otherwise affect the display of the Site’s pages;
13. download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
14. impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
15. remove any copyright, trademark or other proprietary rights notices contained in or on the Service;
16. use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or Service or collect information about its Users for any unauthorized purpose;
17. submit content that falsely expresses or implies that such content is sponsored or endorsed by the Company or any third parties;
18. use the Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue-sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions);
19. promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
20. share or disclose with anyone any information obtained through the Service about any investment offerings; or
21. use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.

User Data; Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any fillable forms on the Site (“User Data”); (b) maintain and promptly update the User Data, and any other information you provide to us, to keep it accurate, current and complete; and (c) maintain the security of your password and identification. To the fullest extent provided by law, the Company will not be liable for any loss or damage arising from your failure to comply with this Section.

Intellectual Property; Limited License

All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are our proprietary property with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of the Site, you are granted a limited, revocable, nonexclusive, no assignable, nonsublicenseable license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal, non-commercial use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

Third Party Sites/Services

The Site may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by the Company of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall the Company be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk. Your access and use of the Linked Sites are governed by the terms of use and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.

Company’s Right to Use Your Information

The Company will hold and use your contact information, data and other information that you otherwise make available from time to time through the Site (collectively, “Your Information”) to provide you with our services, investment opportunities and marketing materials and to interact with you.  Our use of Your Information is subject to the terms of the Company’s Privacy Policy located at [hyperlink to privacy policy].  By agreeing to these Terms of Service, you also consent to our use and processing of Your Information in accordance with the terms of the Privacy Policy.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to the Company are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

Risks Inherent in Electronic Mail 

You understand that communications distributed by this Site may be distributed by electronic mail, which is by its nature insecure and unreliable.  Electronic mail is subject to interception, misdirection and loss.  In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients.  Any recipient of an electronic message sent by this Site may access the hyper-links to files contained on this Site, as this Site does not authenticate or validate the identity or authority of any person following a hyper-link contained in any such message.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, MEMBERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PROVIDED BY LAW AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, MEMBERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Governing Law; Arbitration

By visiting or using the Site and/or the Service, you agree that the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service. By agreeing to the Terms of Service and using the Site and the Service, you agree to submit to personal jurisdiction in Wisconsin for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to these Terms of Service, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in Milwaukee, Wisconsin. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either the Company or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

Indemnity

You agree to indemnify and hold the Company and each of its directors, officers, agents, contractors, employees and representatives harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Service or the Site, your conduct in connection with the Service or the Site or with other Users of the Service or the Site, or any violation of these Terms of Service or of any law or the rights of any third party, any of Your Information or Submissions, and any Linked Sites or third party content you post , share or access on or through the Site. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Termination

We may terminate your access to all or any part of the Site and Service at any time, without or without cause, with or without notice, effective immediately, including as a result of any violation of any of these Terms of Service or any violation of any other agreement between you and us.  Any such termination may result in the forfeiture and destruction of your profile and any content or information that you have posted on the Site. You agree that the Company will not be liable to you or any third party for any such termination.  All provisions of these Terms of Service shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Changes to Site

We may update the content on the Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.

Privacy

Please review the Site’s Privacy Policy located at https://mlgcapital.com/privacy-policy/.

Geographic Restrictions

The owner of the Site is based in the State of Wisconsin in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

No Assignment 

These Terms of Service, and any rights or obligations under these Terms of Service, are not assignable, transferable or sublicensable by you except with the Company’s prior written consent but may be assigned or transferred by the Company without restriction.  Any attempted assignment by you shall violate these Terms of Service and be void.

Beneficiaries 

Nothing in these Terms of Service is intended to, nor will be deemed to, confer rights or remedies upon any third party.

Notices 

To send notices to the Company, or if you have any questions regarding these Terms of Service, please contact the Company at requestinfo@mlgcapital.com.

Entire Agreement 

These Terms of Service contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain services available through the Site, which may have terms that are different from those of these Terms of Service.  In the event of any inconsistency, the terms of such other agreement shall control with respect to such services.  In addition, these Terms of Service do not alter or supersede the terms and conditions of any subscription agreement, operating agreement or other agreement applicable to any investment you may make in any securities offered by the Site.

Severability

If any provision of these Terms of Service is deemed to be invalid or unenforceable, the remaining provisions of these Terms of Service shall be valid and binding and of like effect as though such provision were not included.

Effective as of 8.13.19