http://www.gosteward.com (the “Site”) is a website owned by Steward Technologies LLC (“Steward Technologies”), a Limited Liability Company with its mailing address at 9450 SW Gemini Dr #41153, Beaverton, OR 97008, USA. Steward Technologies (“Steward Technologies,” “us,” “our” or “we”) is not a registered broker-dealer or an investment adviser. We do not provide financial advice or investment recommendations; any information or representations made on the Site do not constitute investment advice or recommendations.
The offerings shown on this Site are conducted pursuant to Regulation D Rule 506(b), 506(c), Regulation A as amended to include what is known as Regulation A+ (collectively, “Regulation A”); or Rule 147, as amended, and Rule 147A (collectively, “Rule 147”), all of which were originally promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
You agree that your Account will be entirely “self-directed,” by which we mean you are solely responsible for all purchases, orders, investment decisions and instructions placed in or through your Account. Although the Site may provide data, information or content provided by other parties relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or as a recommendation to invest in any offering posted on the Site. Any decision by you to invest must be solely your own decision based on your due diligence and analysis of the risks involved in a particular offering. It is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and that you accept the risks associated with your decisions, including the risk of loss of the entire amount that you invest. You are strongly advised to consult a licensed professional for any legal, tax, insurance, or investment advice; the Site does not and cannot provide any of those types of professional services, advice or analysis.
The Site permits authorized users to invest online. Site users are expressly prohibited from: (a) using the Site, or any services and or tools on it, if they are not able to form legally binding contracts, are under the age of 18 or are temporarily, or indefinitely, suspended from using the Site, services or any tools provided by it; (b) collecting other users’ personal information; and (c) posting false, inaccurate, misleading, defamatory, or libelous content. Steward Technologies, in its sole discretion, may refuse to allow any person or entity to use the Site and may change its eligibility criteria at any time. We reserve the right to suspend or terminate your access to the Site at any time and for any reason including your misrepresentation of information or abuse of information. Use of this Site is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify Steward Technologies for violations of this Agreement (as set forth below).
The Site will display securities offerings being conducted under Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”), Regulation A under the Securities Act, and Rule 147 under the Securities Act.
A listed company’s offerings on this website, if made pursuant to Rule 506(b) or Rule 506(c), generally are available only to "accredited investors" as defined in Regulation D (“Accredited Investors”). Accredited Investors are able to identify listed companies in which they may have an interest after a certification process for Rule 506(b) offerings, while Rule 506(c) offerings are available for the general public to view. Offerings made pursuant to Regulation A and Rule 147 are also generally available for the general public to view, and certain investment limitations may be applicable to offerings under Regulation A. Before you can invest in certain securities offerings on the Site, you must register with the Site’s platform and qualify as an Accredited Investor. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an Accredited Investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Site’s platform for purposes of subscribing to securities offerings limited to Accredited Investors, you represent that you come within at least one of the following categories:
TO BE AN ACCREDITED INVESTOR, YOU MUST MEET ONE OF THE ABOVE CRITERIA. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide Steward Technologies with notice in writing.
Investment opportunities on the Site are intended only for investors who are able to bear the potential loss of the entire amount of their investment. All securities listed here are being offered by, and all information included on this site is the responsibility of, the applicable issuer of such securities. Steward Technologies has not taken any steps to verify the adequacy, accuracy or completeness of any information. Neither Steward Technologies nor any of its officers, directors, employees, agents, affiliates or representatives makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this Site. Investors are responsible for conducting, and may rely only upon, any legal, accounting or due diligence review they decide is appropriate. Investment products are not FDIC insured, may lose value, and are not guaranteed.
Federal securities law requires securities offered or sold in the US to be registered with the Securities and Exchange Commission, or be exempt from such registration. Offerings hosted on this Site will either be done under the exemption from registration under Rule 506 of Regulation D, Regulation A, or Rule 147.
Regulation D - Under Rule 506(c), issuers may broadly solicit and generally advertise the offering. Those issuers must confirm that the investors in the offering are all accredited investors; and the company has taken reasonable steps to verify that its investors are accredited investors. Each Issuer is solely responsible for ensuring that its securities offering, including without limitation the use of the Site to offer and sell securities, the determination of whether an investor is an Accredited Investor and whether any investment complies with applicable state and Federal securities laws, rules and regulations. Offerings under Rule 506(b) may not engage in general solicitation.
For Regulation D offerings, each Issuer is solely responsible for ensuring that its securities offering, including without limitation the use of the Site to offer and sell securities, the determination of whether an investor is an Accredited Investor and whether any investment complies with applicable state and Federal securities laws, rules and regulations. Notwithstanding the foregoing, each Issuer is responsible for ensuring that any information it posts on the Site is complete, accurate and not otherwise misleading. Users of the Site acknowledge that Steward Technologies is not liable to and will not verify or investigate the accuracy and completeness of the offering material and other information posted on the Site. Users understand, acknowledge and agree that other parties are relying on the statements made herein and that any willfully false statement is sufficient cause for removal from the Site and rejection of eligible investor status, and constitutes grounds for other legal causes of action. You are strongly encouraged to contact each Issuer directly to discuss any questions regarding an offering or the business prospects of the Issuer.
Regulation A – Issuers offering securities in reliance on Regulation A must comply with the requirements of Regulation A established by the SEC. Issuers may advertise or market their offerings through “testing the waters” prior to qualification of the offering by the SEC. Following such qualification, the issuer may undertake sales to investors. If the offering is being conducted under Tier 2 of Regulation A, all purchasers must be Qualified Purchasers as defined under Regulation A.
Rule 147 – Rule 147 allows offers and sales of securities by issuers selling only to investors located in the same state in which the company is located. Each issuer is responsible for determining its ability to meet the requirements of Rule 147 and verifying the residence of each investor.
The securities offered on the Site are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through the Site are not publicly traded and, therefore, are illiquid unless registered with the SEC. Securities will be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
The securities being offered have not been registered under the Securities Act in reliance, among other exemptions, on the exemptive provisions of the Securities Act. No governmental agency has reviewed the offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. Any representation to the contrary is a criminal offense.
Because these securities are subject to legal restrictions on transfer and resale, investors should not assume they will be able to resell their securities, unless the securities are offered under Regulation A and immediately registered under Section 12(b) of the Securities Exchange Act. Investing in unregistered securities involves a high degree of risk: investors should be prepared for and able to bear the loss of the entire investment amount.
As already stated, the exemptions relied upon for offerings on this Site under Rule 506(b) and Rule 506(c) are significantly dependent upon the accuracy of the representations made by investors to the Site. The same is true under Rule 147, in that issuers are required to obtain a written representation from each purchaser as to residency within the state or territory of the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer for offering the securities might not be available and substantial liability to such issuer may result under applicable securities laws, such as for rescission of a transaction and/or for money damages.
The foregoing is non-exhaustive and intended to highlight certain risks associated with investing in unregistered securities of early-stage and start-up companies.
Steward Technologies receives no compensation calculated by reference to the purchase or sale of securities through the Site but may receive fixed fees in cash and/or securities of an issuer for services provided for offerings under Rule 506 of Regulation D, Regulation A, or Rule 147. Steward Technologies is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. Steward Technologies does not recommend or otherwise suggest that any investor make an investment in a particular offering.
Steward Technologies affiliate Steward Lending LLC may receive a one-time origination fee equal to 2% of the principal amount of each loan, payable by the borrower. Steward Technologies affiliate Steward Servicing LLC may receive an annual servicing fee equal to 1.0% of the outstanding principal amount of each loan.
You represent that all information that you provide to Steward Technologies or through the Site is accurate, compete and truthful. You acknowledge and agree that Steward Technologies and its agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification.
You are prohibited from posting or transmitting any material on or through the Site that is or could be offensive, fraudulent, unlawful, threatening, libelous or otherwise defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise would violate any law or regulation.
In using our Site you will not:
Please be aware that Steward Technologies will fully cooperate with any law enforcement authorities’ validly issued court orders and subpoenas requesting or directing Steward Technologies to disclose the identity of anyone posting any information or materials on the Site who is alleged to have engaged in violative conduct and assumes no obligation to give you prior notice of such disclosure.
Offerings may have online communication channels that are monitored. These communication channels are for the purpose of prospective investors engaging in dialog with each other and the issuer in any particular offering. Any individual who promoted an offering in exchange for compensation, or who is a founder or an employee of an issuer should disclose the fact that he or she is engaging in promotional activities on behalf of the issuer. Issuers are encouraged to participate in the communication channels so long as comments adhere to the following guidelines. The following types of comments are not permitted and will be removed:
To the extent permissible under law, Steward Technologies does not assume any liability or responsibility for any errors or omissions in the content of the Site. Steward Technologies does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. Steward Technologies shall not be liable for any investment decisions made that are based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. Steward Technologies is entitled to rely upon the information provided by its Users. You acknowledge and agree that Steward Technologies does not provide any representation, warranty or assurance that the offerings on the Site are made in accordance with state and/or Federal securities law, including any exemption from the offer or sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Issuer, and not the Site, is responsible for ensuring that any securities offering is done in accordance with state, Federal law and regulations promulgated by the SEC. We make no representation or warranties regarding the legality or compliance of any offering. Steward Technologies has not reviewed all of the links provided on the Site and is not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is solely done at your own risk.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyrights have been infringed upon on or through our Site, the copyright(s) owner(s) (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), Steward Technologies’ Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below:
Designated Agent for Claimed Infringement:
Steward Technologies LLC
Attn: DMCA Designated Agent
Postal Address: 9450 SW Gemini Dr #41153, Beaverton, OR 97008
E-mail address: email@example.com
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying Steward Technologies and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.
You further acknowledge that under The Copyright and Related Rights Regulations 2003 enacted in the United Kingdom, the infringement of copyright or performer's rights by making a work available to the public in the course of a business or to an extent which prejudicially affects the copyright owner is a criminal offense. In addition, under that Regulation, a copyright holder has the right to seek to obtain an injunction against an Internet service provider (ISP) who has "actual knowledge" of another person using their service to infringe copyright or a performer's right.
You also acknowledges that other countries have laws protecting copyright holders, and that you and other users of the Site, as well as Steward Technologies and its affiliates may have rights under those laws, including the right to obtain injunctive relief.
It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
Allegations that other intellectual property rights are being infringed or misappropriated on this Site should be sent to firstname.lastname@example.org. Steward Technologies may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or infringement of other intellectual property rights.
You agree that Steward Technologies will send communications to you electronically via the email address provided by you on your Account. You agree to notify us of any changes in your address or contact details. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
You agree and represent that you have a suitable computer with an Internet Service Provider and Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining this equipment and these services.
Your use of the Site is at your own risk. NEITHER STEWARD TECHNOLOGIES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE SITE IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
Steward Technologies assumes no responsibility for, and shall not be liable for, any damages to, or viruses, malware, spyware, bots or the like that may infect, your computer equipment or other property on account of your access to, use of, or browsing on the Site or your downloading of any materials, data, text, images, video, or audio from the Site.
Although Steward Technologies may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, Steward Technologies is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity or inaccuracy contained in any information within such locations on the Site. Steward Technologies reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
The Site is made available only to U.S. Persons as defined in Rule 902(k) of Regulation S under the Securities Act. If you choose to access information or offerings on this Site, it is your responsibility to comply with the applicable local, national or international laws. If you are a non-U.S. Person, any use of this Site is entirely at your own risk.
The securities offered through this Site can be sold only in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of applicable laws and regulations of your country and state of residence. THE CONTENT PROVIDED ON THIS SITE DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL SECURITIES REFERRED TO ON THIS SITE, BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR DISTRIBUTION WOULD BE UNLAWFUL OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this Site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. The securities described on this Site are not registered under the Securities Act.
In the event of any claim, controversy or alleged dispute between you and Steward Technologies or its affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding. Any proceedings will be held in New York, New York.
The decision(s) of the arbitrator(s) shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except on very limited legal grounds. The implementation of arbitration decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any appeal. Judgment upon the award rendered in an arbitration may be entered by any court having jurisdiction thereof. You agree that all disputes will be limited between you, individually, and Steward Technologies. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Steward Technologies reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Steward Technologies in the defense of any such claim, action, settlement or compromise negotiations, as requested by Steward Technologies.
The indemnification obligations set forth above shall survive your cessation of use of the Site.