a. If you believe that your copyright in any material has been infringed by material available on the Service, please provide us with all of the following information in the form prescribed by Section 512 of Title 17, United States Code:
i. a description of the copyrighted work you claim has been infringed,
ii. a description of the material that you claim is infringing, identified with sufficient detail for us to identify it,
iii. your address, telephone number and email address,
iv. a statement by you that you have a good faith belief that the disputed use is not authorized,
v. a physical or electronic signature of the person authorized to act on behalf of the copyright owner's interest, and
vi. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the copyrighted work that is claimed to be infringed.
b. It is Thrivera Consulting Group, LLC's policy to terminate, under appropriate circumstances, the account of users who are determined to be repeat infringers.
c. You understand and agree that: (1) Thrivera Consulting Group. LLC assumes no liability or responsibility for any third party content or material of any kind that is submitted to or posted on the Services by you or by any other users or third parties, and (2) Thrivera Consulting Group, LLC is merely a transmitter of any such content, and is acting solely as an Internet Service Provider as such term is defined in the Digital Millennium Copyright Act (DMCA).
d. We will promptly address any alleged infringement. Please direct all such notifications to the person below and specify in any written communication that the correspondence relates to "Copyright Violation", including in the header of the email:
1100 Sycamore Street, 7th Floor, Cincinnati, OH 45202
e. If you feel that any of your content was improperly removed or made unavailable to other users, please contact Thrivera Consulting Group, LLC at the contact information above.
a. We may now or in the future permit users to post, upload, transmit through, or otherwise make available on the Services (collectively, "Submit") messages, text, illustrations, files, images, graphics, photos, comments, music, videos, information, content, and/or other materials ("User Content"). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published on the Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.
b. You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit. You will not submit any User Content that is illegal, offensive, or inappropriate.
c. By submitting User Content to us, simultaneously with such posting, you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (i) in connection with our business; and (ii) in connection with the businesses of our successors, parents, subsidiaries, affiliates and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content.
a. You and Thrivera Consulting Group, LLC each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents or information and the proposed resolution. You agree to contact us with disputes by contacting us at 1100 Sycamore Street, 7th Floor, Cincinnati, OH 45202. We will contact you based on the contact information you have provided us.
b. If you and Thrivera Consulting Group, LLC cannot resolve any dispute after 30 days, the party seeking to pursue a claim will submit the claim to arbitration consistent with this section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.
c. Any claim or dispute between you and Thrivera Consulting Group, LLC, and any claim by either against any agent, employee, successor, or assign of the other, including third parties, whether related to these Terms or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from the JAMS website or by calling JAMS at 949-224-1810.
d. You and Thrivera Consulting Group, LLC each agree that any arbitration will be solely between you and us, not as part of a classwide claim. If any court or arbitrator determines that this classwide restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the classwide dispute must be brought in court.
e. Thrivera Consulting Group, LLC may pursue equitable relief in a court in connection with the Services without any obligation to pursue the claims in arbitration.
f. Nothing in this Section 21 will preclude, waiver, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that actions is available; (iii) seek injunctive relief in a court of law; or (iv) file a suit in a court of law to address an intellectual property infringement claim.
The Information we Collect
Information you Provide to Thrivera Consulting Group, LLC. "Personally Identifying Information" is information that individually identifies you. PII may include your name, physical address, phone number, email address, date of birth, net worth, income, status as an accredited investor, employer identification number, social security number, and any other information that would allow someone to identify or contact you. Of course, you may choose not to provide Thrivera with PII. However, this choice may prevent Thrivera from providing you with the information or Services you requested.
If you invest in a business through the Services, we will collect payment information from you, such as financial account information or payment card information, and we may collect information to verify your income.
Third Party Services. If you register for the Services through a third-party social networking or authentication services (a "Credential Party"), such as Facebook, LinkedIn, or Twitter, Thrivera will collect PII that you have provided to the Credential Party (such as your name, email address, photo, and other information you make available via the Credential Party) and an authentication token from the Credential Party. The PII collected from the Credential party may be used to register you on the Services. You may revoke our access to your account with a Credential Party at any time by updating the applicable settings in the account preferences of the respective Credential Party. You understand that certain features of the Services may not be available to you if you choose to remove our access to your account with the Credential Party.
Information We Collect Automatically When You Use the Services. When you access or use the Services, Thrivera may automatically collect information about you, including:
Use of your Information
Use in General. Thrivera may use your information for a variety of purposes, including to:
You have the right to request a restriction in using your information, but you will be limited operationally in what you can perform on our site. See the Sharing the Disclosure of Information section below to learn more about what we use your information to do.
Sharing the Disclosure of Information
Thrivera has implemented information security safeguards designed to protect your PII. Unfortunately, neither the network nor data transmission over the internet can be guaranteed to be 100% secure. As a result, while we strive to protect a User's information, Thrivera cannot ensure or warrant the security of PII or other information submitted through a Service. Thus, any information a User transmits to us is done so at the User's own risk.
The Services do not respond to Do Not Track signals. Third parties cannot collect PII about you when you use a Service.
Accountability and Compliance
On occasion, the Services are connected by "hyperlinks" to other third party's websites. Please note that Thrivera is not responsible in any way for the privacy practices of other websites and suggests that you review the privacy policies of those other companies' websites before using them.
Accessing/Updating Your Personally Identifying Information
You can access your information in your account profile settings, as well as during investment checkout. You can update the information you provided us in these settings as well. Your profile will always be hidden from public view as well as search engines that collect information from our websites. Information will be publicly shown only in a public forum where communication between you and the Issuer has been established on the homepage of this site. If you are within the EU, we can provide you a copy of your personal records we hold on this site and your communications with the Issuer.
You also have the right to ask Thrivera to correct any information regarding your PII on Agreements, Third Party Services we use, or information saved in our database.
Disabling or Deleting Account
You can either temporarily disable or permanently delete your account through our Services. If you disable your account, we log you out of your account, but we will save your information in case you later decide to reactivate your account.
You have the right to delete certain account information through your profile settings. If you intend to delete your account altogether, we will permanently delete your account information and moments and we will delete your messages according to our regular retention schedule. Please note that we will continue to store certain information for analytics purposes, but that information will not include your personal information such as name, email address, or telephone number. Also, please note any information disclosed on the Public Forum will not be deleted, as per our requirements to comply with FINRA regulations. We will also retain any other information as required by law.
Social Media Features and Widgets
Consent to Transfer
Please be aware that information we collect through the Service may be transferred to and processed in the United States, where the privacy laws may not be as comprehensive as those in the country where you reside or are a citizen. By using the Services or providing Thrivera with any information, you consent to transfer, processing, and storage of your information in the United States or such other countries as Thrivera choose in its sole discretion.
If you are within the EU, we will provide to you, or a third party you have chosen, your PII in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use by agreeing to our terms.
Withdrawal from Investment
This right only exists when you’ve made a commitment to an investment on this site, but requested an intent to cancel said commitment. Our records of your investment, upon transfer to the Issuer itself, will not append any of your PII to them. However, we may keep some of your non-personal information on our site for analytical purposes.
Changes to This Policy
Effective Date: June 1, 2018
PROVISIONS GOVERNING THE USE OF THE THRIVERA CONSULTING GROUP SITE BY INVESTORS AND INVESTMENTS IN THE OFFERING
Thrivera Consulting Group, LLC operates this website, www.esotericbrewing.com (the "Site") to facilitate the securities offerings (the "Offering") by Esoteric Brewing Co., LLC,("Esoteric"). The Offeringis made pursuant to Regulation A+ of the Jumpstart Our Business Startups Act (the “JOBS Act”) of 2012 amended Section 3(b) of the Securities Act of 1933 ("Reg A+ Offering"), which is facilitated by the Thrivera Consulting Group, LLC.
Terms of this Agreement
Table of Contents
1. GENERAL DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT
This Agreement between you and Thrivera Consulting Group, LLC sets
forth the terms and conditions for your access to the Site and your use of
the information, features, products, services and tools on the Site (the
"Services"). For ease of reference, when Thrivera Consulting Group, LLC
and its affiliates are referred to together in this Agreement, they are
referred to as "Thrivera Consulting Group, LLC," "we," or "us."
Your use of the Site is governed by the version of this Agreement in effect on the date of use. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the Site home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.
The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference:
You should carefully read each of the above documents before subscribing to an Offering. You alone are responsible for ensuring that you are aware of all of the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with Thrivera Consulting Group, LLC, and you are responsible for understanding the content of those agreements.
2. AGREEMENTS WITH RESPECT TO THE SITE AND ALL OFFERINGS
2.1 GENERAL ACKNOWLEDGMENTS
2.2. RISKS GENERALLY ASSOCIATED WITH ALL OFFERINGS
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests through an Offering. You should also carefully consider the following risks prior to investing through an Offering:
2.2.1. Significant Risk of Loss; Not a Complete Investment Program
An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who otherwise meet the conditions for eligibility set forth in this Agreement. A direct or indirect investment in a Startup is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.
2.2.2. Startups Are Early Stage Venture Companies with High Risk of Failure
Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money and fail at a particularly high rate. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.
2.2.3. Lack of Operational Record
Each Startup will have limited or no operational record.
2.2.4. Limitation on Liability; Indemnification
2.4 Use of Name
You consent to the disclosure by Thrivera Consulting Group, LLC of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Site. Without limiting such consent, or any other lawful use of your name by Thrivera Consulting Group, LLC, you specifically consent to disclosure by Thrivera Consulting Group, LLC to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by Thrivera Consulting Group, LLC to any Startup or Member, or combination of Startups or Members, that you have invested in a Startup through the Site, and the number of such investments. You may withdraw this consent at any time by contacting Thrivera Consulting Group, LLC.
2.5. Electronic Communications
Thrivera Consulting Group, LLC requires that you consent to delivery of all communications via electronic communications. Please see the Electronic Consent that is available on the Site and incorporated into this Agreement.
3. AGREEMENTS WITH RESPECT TO REG A+ OFFERINGS
3.1. GENERAL ACKNOWLEDGMENTS
3.2. INVESTOR REPRESENTATIONS
You represent and warrant to Thrivera Consulting Group, LLC that the answers you provided to the questions in the investor certification (the "Investor Certification") page are correct and complete and may be relied upon by Thrivera Consulting Group, LLC in determining whether you are eligible to invest in the Offering. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect (including with respect to other investments made by you under Regulation A+ in the prior 12 months), then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Thrivera Consulting Group, LLC, any Third Party Funding Portal (if applicable), Startups, and their principals, affiliates, and other parties may rely, on the information you have provided to Thrivera Consulting Group, LLC or any Third Party Funding Portal in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.
3.3. CHOOSING AND MAKING INVESTMENTS
3.3.1. Services of Thrivera Consulting Group, LLC with Respect to Reg A+ Offerings
Thrivera Consulting Group, LLC operates the portions of the Site that
facilitate this offering. Members are not clients of Thrivera Consulting
Group, LLC l. Although Thrivera Consulting Group, LLC evaluated this
startup , you acknowledge and agree that this evaluation is limited to
certain predetermined, objective criteria and does not constitute an
endorsement of the Startup or a recommendation that Members
invest in the Startup, and does not establish an advisory relationship
between you and Thrivera Consulting Group, LLC.
For this Startup listed on this site , Thrivera Consulting Group, LLC performs a limited review of the information provided by theStartup to determine whether it is appropriate (including, among other things, to determine whether Thrivera Consulting Group, LLChas a reasonable basis for believing that the Startup complies with Regulation A+). The information reviewed includes all information in the Startup's profile and in its Form 1-A A. This review is not intended to verify any information provided by the Startup regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Thrivera Consulting Group, LLC nor its affiliates perform any separate due diligence on the Startup. The Startup listed on the Site may have been considered for, but not listed by a Third Party Funding Portal.
You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Thrivera Consulting Group, LLC.
You also acknowledge that neither Thrivera Consulting Group, LLC nor any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provide legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Thrivera Consulting Group, LLC nor any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither Thrivera Consulting Group, LLC l nor any Third Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member's investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.
3.3.2. Investments in Reg A+ Offering through Startup Securities
In this Reg A+ Offering, Thrivera Consulting Group, LLC provides the
Startup an opportunity to raise funds by allowing Members to invest
directly in this Startup seeking capital from both accredited and nonaccredited
investors. The Startup is seeking to raise money through
Regulation A+ are limited to raising a maximum of $50,000,000
through Reg A+ Offerings in a single 12 month period, and are
subject to certain investment limitations for all investors, as described
below in Section 3.3.8 — "Investor Eligibility Requirements."
Members participating in Reg A+ Offerings will invest in Startup Securities, which will be debt or equity securities issued by the Startup. The terms of the Startup Securities purchased in Reg A+ Offering will vary depending on the type of security offered by a Startup. Investors should carefully consider the terms of the Startup Securities in which they invest and read the educational materials available on the Site about the security.
The terms of your investment in the Startup will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup. The Startup may reject your investment for any reason or for no reason in its discretion.
Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a bank for the benefit of the Startup raising funds through the website. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Startup may not be processed. To the extent the number of investors in a Startup is capped by the Startup, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.
Your investment in Startup Securities may only be processed if a predetermined minimum amount of funds are raised for a Startup during the fundraising (the "Funding Target") for a particular Reg A+ Offering by the deadline set forth in the Startup Information ("Target Deadline") provided on the Site. Funds designated for investment in a Startup will not be invested in the Startup until and unless the Minimum Funding Target is reached by the Target Deadline. If the Minimum Funding Target is not reached by the Target Deadline, your funds will be returned to you without interest within seven days of the termination of the Fundraising. If the Minimum Funding Target is reached prior to the Target Deadline and the Startup desires to move the Target Deadline up, Thrivera Consulting Group, LLC (if applicable) will provide you with at least five business days' notice of such change. Otherwise, Thrivera Consulting Group, LLC (if applicable) will close the Fundraising at the time of the Target Deadline if the Minimum Funding Target has been reached. A Startup may also decide to accept investments that exceed the Minimum Funding Target. In this case, the Startup will provide investors with information regarding the amount of funds raised by the Startup during fundraising when the Startup will close the fundraising (the "Maximum Amount") and the manner of allocating subscriptions for amounts in excess of the Maximum Amount. You will receive notice from Thrivera Consulting Group, LLC (if applicable) when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed.
You may revoke your investment in a Startup during the Fundraising by providing notice to Thrivera Consulting Group, LLC (if applicable) as provided on the Site. You may also revoke your investment at any time up until 48 hours before the Target Deadline. After that, your investment in the Startup can be processed. None of Thrivera Consulting Group, LLC nor any of their affiliates will take physical custody of your funds.
You acknowledge that neither Thrivera Consulting Group, LLC nor any third party has represented to you that securities of any Startup are being sold on an "all or none" basis. You acknowledge that, if the Minimum Funding Target is not reached, your funds will be returned to you without interest, within seven days of the termination of the Fundraising.
3.3.3. Limitation on Subscriptions
You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.
3.3.4. Aggregate Subscriptions
With respect to any Reg A+ Offering in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in any 12 month period under Reg A+, as discussed further below in Section 3.3.8.
3.3.5. Limitation of Liability and Indemnification
3.3.6. Fees Charged in Respect to +Offering
Thrivera Consulting Group, LLC will charge a fee to each Member who invests in a Reg A+ Offering, which will be a percentage of the amount the Member invested at the time the Reg A+ closes.
3.3.7. Subscribing for Startup Securities
The Startup Securities offered to Members in Reg A+ Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Startups will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $100 at a minimum.
3.3.8. Investor Eligibility Requirements
In accordance with Regulation A+'s requirements, you are not
permitted to invest more than a certain amount in offerings made
under Regulation A+ (including those not made through the Site)
during any single 12 month period, which amount is determined
based on your own financial circumstances. In particular, if your
annual income and net worth are equal to more than $107,000, you
may only invest a maximum amount equal to 10 percent of the lesser
of your annual income or net worth.
Further, you understand and agree that Thrivera Consulting Group, LLC is permitted under Regulation A+ to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Reg A+ Offering. You agree that you would not be disqualified from engaging in any conduct under Regulation A+ because of a "disqualification event" as described in Regulation A+.
3.4 RISKS ASSOCIATED WITH THE REG A+OFFERINGS
You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:
An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Startup is not intended as a complete investment program. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.
3.4.2. No Guarantee of Investment Returns
None of Thrivera Consulting Group, LLC or any of their affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.
3.4.3. Restrictions on Resale or Transfer
The Startup Securities are issued in a transaction exempt from
registration under the 1933 Act and are not registered thereunder or
any other law of the United States, or under the securities laws of any
state or other jurisdiction. Startup Securities purchased through the
Site in Reg A+ Offerings cannot be resold, pledged, assigned or
otherwise disposed of during the one-year period starting with the
date of purchase, unless they are transferred: (1) to the Startup itself;
(2) to an "accredited investor" (as defined in as defined in Regulation
D under the 1933 Act); (3) in connection with a registered offering of
the Startup Securities with the SEC; (4) to a family member of the
Member, or to a trust of the Member or one of its family members; or
(5) in connection with the Member's death or divorce.
However, even if you are able to sell or transfer your Startup Securities, there is a limited market for the sale of a Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Startup.
3.4.4. No Control Over Management of the Startups
You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.
3.4.5. No Control Over Startup Future Valuation
Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup's securities in any market that may develop for such securities, whether private or public.
3.4.6. Limited Information About Startups
Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Form 1-A, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.
3.4.7. No Assurance of Profit
An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup's securities and thus, the ultimate value of any investment depends upon factors beyond your or Thrivera Consulting Group, LLC’s control. You will typically not receive returns, if any, until an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.
3.4.8. Direct Investment in the Startup’s in Reg A+ Offering
In Reg A+ Offerings, Members will invest directly in the securities of Startups. The Startup will not be managed by Thrivera Consulting Group, LLC Portal or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg A+ Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.
3.4.9. Lack of Regulatory Oversight of Reg A+ Offerings and Offering Materials
The Startup must file with the SEC a disclosure document called a Form 1-A and updates and amendments to the Form 1-A. However, the Form 1-A is not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings. Thrivera Consulting Group, LLC is maintaining compliance by persisting electronic access to the FINRA Manual publicly, which can be found here.
3.4.10. Review of Reg A+ Offering Documents by SEC and Thrivera Consulting Group, LLC is No Indicator of Likely Success of Startup or Guarantee of Investment Returns
Under Regulation A+, a Startup must file a Form 1-A disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, Thrivera Consulting Group, LLC will perform a limited review of Startups, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit a Startup to engage in Reg A+ Offering on the Site. However, none of the SEC, or Thrivera Consulting Group, LLC (if applicable) will be reviewing any Startup's Form 1-A or other offering materials with the view to determine the likelihood of success of the Startup's business strategy or the likelihood that it will generate investment returns. Further, the review of a Startup's Form 1-A by the SEC under Regulation Crowdfunding does not indicate the SEC's endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.
3.4.11. An Investment in a Startup Does Not Offer a Complete Investment Program
An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.
3.4.12. Possibility of Phantom Income
It is possible that your investment will result in "phantom income", which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).
3.4.13. Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.
Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP SECURITIES.
I agree that any time I click or have clicked on an "I Agree", "I Consent" or
other similarly worded button or entry field with my mouse, keystroke or
other device, my agreement or consent is legally binding and enforceable
against me and is the legal equivalent of my handwritten signature on an
agreement that is printed on paper. I agree to be bound by any affirmation,
assent or agreement that I transmit, or have transmitted, to or through this
website (the "Platform") by computer or other electronic device, including
internet, telephonic and wireless devices, including but not limited to any
consent I give or have given to receive communications from Thrivera
Consulting Group, LLC or any of its affiliates ("Thrivera Consulting Group,
LLC") solely through electronic transmission.
I understand that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications, including any tax-related information or documents to the extent provided below (collectively, "Communications"), regarding this investment, and my investment in any such investment, may be delivered by electronic means, such as by e-mail.. I consent to electronic delivery as described in the preceding sentence. In so consenting, I acknowledge that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. I also acknowledge that an e-mail from Thrivera Consulting Group, LLC may be accessed by recipients other than me and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. I understand that Thrivera Consulting Group, LLC gives no warranties in relation to these matters.
I consent to the delivery of tax documents through the Platform. I understand that I may withdraw this consent before my tax document is furnished. In providing this consent, I also acknowledge that I have received Thrivera Consulting Group, LLC's Information on the Electronic Delivery of Tax Documents, included below.
I further understand and agree to each of the following:
Information on Electronic Delivery of Tax Documents
These provisions relate to my consent above to Thrivera Consulting Group, LLC's provision of tax documents to me electronically. Prior to furnishing the tax documents electronically, the Internal Revenue Service requires that Thrivera Consulting Group, LLC provide each investor with the following information: